Redman Development Corporation, hereinafter referred to as "Redman,” is a Texas company engaged nation-wide in construction projects. In such work it acts as its own general contractor. In doing so it uses a printed form contract prepared by out-of-state counsel which contains an exculpatory clause that Georgia counsel have been called upon in this case to uphold. This Redman form was used as the "subcontract agreement” made by Redman with *448 the Piedmont Heating & Air Conditioning, Inc., hereinafter referred to as "Piedmont.” This contract was made June 30, 1971. About two months later and before performance, Redman, without cause or notice, cancelled and repudiated the contract. Redman thereafter entered into an identical "subcontract agreement” with another concern for the same heating and air conditioning work.
In the two month interval before being notified of Redman’s unilateral cancellation Piedmont executed purchase orders for the equipment needed to fulfill its contract and commenced other activities.
Prior to receipt of notice of cancellation Piedmont had billed Redman for $1,138 for work done outside the contract concerning which there is no contest.
The complaint sought recovery of this sum of $1,138 plus $54,191.80 "for loss of profits on said contract” along with attorneys’ fees and punitive damages. The latter two items were stricken by the trial court. At the conclusion of a three-day trial the trial judge directed the jury to return a verdict for Piedmont for some amount "which may be anything from $1,138 to $54,191.80, which is the maximum sued for.” (R. 457) The jury returned a verdict for the maximum after which Redman filed a motion for new trial on general grounds subsequently amended together with a motion for judgment notwithstanding the verdict. This appeal is from the trial court’s judgment overruling the new trial motion and denying the motion for judgment n. o. v. Held:
1. We deal first with the contention that "the contract sued upon, by its very terms and provisions, eliminates the possibility of a claim for damages by the subcontractor [Piedmont] against the general contractor [Redman]” which is based upon this language in paragraph six of the agreement: "Subcontractor shall not be entitled to claim or recover *449 damages or losses of profits from contractor under any circumstances” and the last sentence of paragraph 9 wherein it is stated that "no order of the contractor, irrespective of the nature or effect thereof, shall constitute a breach or abandonment of this contract . . .”
Redman’s Georgia counsel argues that these provisions in the contract prepared by nonresident lawyers should be upheld. We disagree. In doing so we adopt as being appropriate for use as our opinion, the contentions as stated in the following portions of Piedmont’s brief:
"Appellant contends that Piedmont had no right to recover since paragraph 6 of the contract provides 'subcontractor shall not be entitled to claim or recover damages or loss of profits from the contractor under any circumstances,’ and the last sentence of paragraph 9 of the contract provides 'no order of contractor, irrespective of the nature or effect thereof, shall constitute a breach or abandonment of this subcontract . . .’ Appellant states that the quoted language constitutes a covenant not to sue, and that this is equivalent to a release. The contract was prepared by Redman’s attorney (T. 38), it’s Redman’s standard form of contract (T. 37), after cancelling this contract Redman used the same form with its other subcontractors (T. 38), Redman continues to use this contract form (T. 405), the same contract form was used by Redman with the J. R. Hobbs Company, the subcontractor who took over this job (T. 45), Redman expected Piedmont to perform the work under the contract and Redman expected to pay $263,000 for the job (T. 41). After execution of the contract Piedmont started its fabrication and ordered equipment for the job and proceeded with its work under the contract as described (T. 89, 90). If a contract is so framed as to be susceptible of two constructions, that interpretation which is least favorable to the author should generally
*450
be accepted. See Bridges v. Home Guano Co.,
"In this case we respectfully submit that it is clear that the language in paragraph 6 of the contract to the *451 effect that the subcontractor shall not be entitled to recover damages or loss of profits from the contractor under any circumstances relates to the preceding sentence in the same subparagraph 6 (d). Sub-paragraph 6 (d) reads, 'If contractor shall delay subcontractor in any way, then it shall owe subcontractor therefor only an extension of time for completion equal to the period of delay. Subcontractor shall not be entitled to claim or recover damages or loss of profits from contractor under any circumstances.’ The language quoted by appellant applies to any delay by the contractor and is not a blanket release or covenant not to sue as contended by appellant. If this were intended it would have been inserted as a separate paragraph or subparagraph. If the language isn’t clear, then the construction least favorable to the appellant would be accepted.”
2. We also disagree with the contention made by Redman that the evidence of damages to Piedmont was so remote and speculative and lacking in exactness as to fail to support a claim for damages. The trial transcript shows that the trial judge regarded as the controlling precedent the case of
Luckie v. Max Wright, Inc.,
3. We cannot agree with Redman’s remaining contention that the verdict was illegal in that there was an erroneous application of the applicable law of damages. "Damages recoverable for a breach of contract are such as arise naturally and according to the usual course of things from such breach, and such as the parties contemplated, when the contract was made, as the probable result of its breach.” Code § 20-1407. That measure for computing damages likewise applies to an anticipatory breach where the doctrine of contractual compensatory damages seeks as its goal to make the injured party whole. As is quoted from 17 C. J. 847 with approval in
Georgia Power &c. Co. v. Fruit Growers Express Co.,
Judgment affirmed.