Jacqueline Channels v. Troy Deshields ( 2018 )

IN THE COURT OF COMMON PLEAS OF THE STATE OF DELAWARE
IN AND FOR SUSSEX COUNTY
JACQUELINE CHANNELS, )
Plaintiff, §
v. § C.A. No. CPU6-15-000l67
TROY DESHIELDS, §
Defendant, §
Tasha l\/l. Stevens, Esq., Attorney for Plaintiff.
William B. Wilgus, Esq., Attorney for Defendant.
Subrnitted: June 13, 20l8
Decided; August 6, 20l 8
DECISION AFTER TRIAL
This is a breach of contract action involving the allegedly unworkrnanlil840 A.2d 606, 612 (Del. 2003) (citing Wz'rzston v.
Mandor, 710 A.2d 835, 840 (Del. Ch. 1997)).
ll
Breach OfOI)Zz`gatz`on lmposea.’ by the Contract
There are three basic parts of Plaintiff’s breach of contract claim: (1) whether l\/lr.
Deshields breached the Contract by constructing the Pole Building and Breezeway in an
unworkmanlike manner; (2) whether l\/lr. Deshields breached the Contract by failing to install
insulation and drywall in the Pole Building; and (3) more broadly, whether l\/lr, Deshields breached
the Contract by failing to construct a building suitable for immediate use as a salon.
The law presumes that a person who holds themselves out as a contractor competent to
perform certain work “possesses the requisite skill to perform such labor in a proper manner, and
implies as a part of his contract that the work shall be done in a skillful and workmanlike manner.”7
To determine whether l\/lr. Deshields constructed the Pole Building and Breezeway in a
workmanlike manner, the Court must determine whether l\/lr. Deshields “displayed the degree of
skill or knowledge normally possessed by members of their profession or trade in good standing
in similar communities” in constructing the Pole Building and Breezeway.8
As to the allegation of unworkmanlike construction, l\/lr. Tallarico testified that the Pole
Building and Breezeway should, at a minimum, be watertight, and l\/lr. Deshields admitted as
much. l\/ls, Channels’ testimony and the photographic documentation establish that water intrudes
into both the Pole Building and the Breezeway. The Court finds that l\/lr. Deshields breached the
Contract by failing to construct the Pole Building and Breezeway in a workmanlike manner in that
the Pole Building and the Breezeway are not watertight l\/lr. Tallarico testified that the cost to
repair this issue is $2,425.
7 Gibbons v. Whalerz, 2009 WL 3014325, at *2 (Del. Com. Pl. Sept. 21, 2009) (quoting Bye v.
George W. MCCaulley & Son CO., 76 A. 621, 622 (Del. Super. 1908)), a]j"d, 2010 WL 8250809(Del. Super, Mar. 22, 2010).
8 ]a’. (quoting Shz`pmarz v. Hudson, 1993 WL 54469, at *3 (Del. Super. Feb.5, 1993)).
12
As to the allegation that l\/lr. Deshields failed to install insulation and drywall in the Pole
Building, this allegation is intertwined with the broader claim that l\/lr. Deshields represented that
the Pole Building would be suitable for immediate use as a salon in that both arguments rely on
extrinsic evidence
Delaware adheres to the objective theory of contracts, “i.e., a contract’s construction should
be that which would be understood by an objective, reasonable third paity.”9 “Contract terms
themselves will be controlling when they establish the parties’ common meaning so that a
reasonable person in the position of either party would have no expectations inconsistent with the
contract language.”10 However, “[w]hen a contract’s plain meaning, in the context of the overall
structure of the contract, is susceptible to more than one reasonable interpretation7 courts may
consider extrinsic evidence to resolve the ambiguity.”ll The Contract does not expressly state that
the Pole Building will have an interior wall surface, but the handwritten term “insulat[sic]
WALLS” is ambiguous
l\/lr. Deshields testified that he wrote the handwritten term “insulat[sic] WALLS” to reflect
his agreement to install insulation in the walls of the Pole Building l\/lr. Deshields also testified
that ceiling insulation is “automatic.” The emphasis on walls in the “insulat[sic] WALLS” term
is consistent with interpreting “insulat[sic] WALLS” as an agreement to install insulation in the
walls, rather than an agreement to install insulation and interior wall surfaces The Court does not
find Ms Channels’ testimony regarding her subjective expectation that the Pole Building would
9 Salamone v. Gormczn, 106 A,3d 354, 367~68 (Del. 2014) (citing Osborn ex rel. Osborn v. Kemp,
991 A.2d 1153, 1159 (Del. 2010)).
10 ]a’. at 368 (quoting Eagle ]ndus., 702 A.2d at 1232).
ll Ia’. at 374 (citing ]n re ]BP, ]nc. S’holders Lz`z‘ig., 789 A.2d 14, 55 (Del. Ch. 2001)).
13
have an interior wall surface persuasive because l\/ls. Channels did not testify as to specific
representations or discussions between the parties regarding interior wall surfaces
Similarly, on the subject of Plaintiffs broader argument-that the Pole Building would be
suitable for immediate use as a salon_the Court does not find Ms. Channels’ testimony that l\/lr.
Deshields agreed to build her a salon, as opposed to a building that could be used as a salon at
some point, credible
First and foremost, the Contract does not state any intended purpose for the Pole Building
Second, l\/ls. Channels’ belief that Mr, Deshields agreed to build her a salon cannot square
with the plainly limited scope of the Contract While the Contract does provide for the construction
of a pole building, conspicuously missing from the Contract are any terms addressing certain work
necessary to render the Pole Building suitable for immediate use as a salon For example, the
Contract does not provide for the installation of: electrical wiring; plumbing; heating, ventilation,
or air conditioning systems; drywall; flooring; or fixtures, such as lights, sinks, or cabinets On
the aesthetic side, the Contract does not provide for any sort of finishing, such as painting or
wallpapering. ln fact, despite admitting that plumbing and electric are necessary for a salon and
admitting that l\/lr. Deshields never agreed to install plumbing or electric, l\/is Channels denied
that she had any additional duties to perform in order to turn the Pole Building into a salon
Third, while l\/ls. Channels testified that l\/lr. Deshields affirmed he could build her a salon,
l\/ls. Channels did not testify that l\/lr. Deshields made any specific representations about the Pole
Building or Breezeway that are inconsistent with the Contract’s terms For example, two of the
Contracts specifications boxes concern the walls of the Pole Building. The first states “POST 4’
X 6’ SPACED 8’ O/C our 6 X 6 POST;” the second, “29 GUAGE [sic] METAL 40 YR
WARRANTY.” l\/lr. Deshields testified that these terms refer to the walls of the Pole Building.
14
The first concerns the size and spacing of the wood frame, and the second concerns the thickness
and quality of the exterior metal l\/lr. Deshields testified that he went over these terms with l\/ls.
Channels prior to signing the Contract, and l\/ls. Channels did not rebut l\/lr. Deshields testimony
on the meaning of those terms
Considering the Contract’s express terms and the representations made by l\/lr. Deshields
regarding the specific features of the Pole Building, a reasonable third party would understand that
the Pole Building would resemble an unfinished garage, much like the one’s pictured in l\/lr.
Deshields’ advertisement,12 albeit one without a garage door. On this point, the fact that l\/ls.
Channels sought out a contractor specifically for a pole building, first by contacting Delmarva Pole
Buildings and then by contacting Mr. Deshields, and the fact that l\/ls. Channels was aware that
l\/lr. Deshields’ pole buildings are garage-type buildings, even if potentially convertible into a
salon, weighs against the reasonableness of her subjective belief that the Pole Building would be
suitable for use as a salon immediately, or soon after, the completion of construction
ln light of the foregoing the Court credits l\/lr. Deshields interpretation of the “insulat[sic]
WALLS” term and finds that l\/lr. Deshields breached the Contract by failing to install insulation
in the Pole Building, but the Court does not find that the Contract obligated l\/lr. Deshields to install
drywall in the Pole Building. l\/lr. Tallarico testified that the cost to install insulation is $2,500.
On the broader issue of whether l\/ir. Deshields breached the Contract by failing to build
l\/ls. Channels a building suitable for immediate use as a salon, the Court does not find that the
Contract obligated l\/lr. Deshields to build the Pole Building such that it wouid suitable for
immediate use as a salon. Such work would go far beyond the express contractual obligations
12 Defendant’s Exhibit 1.
15
and the Court does not find that a reasonable third party could read such an obligation into the
ambiguous terms of the Contract
Damages
Breach of contract damages are based upon the reasonable expectations of the parties13
“This principle of expectation damages is measured by the amount of money that would put the
promisee in the same position as if the promisor had performed the contract.”14
The Court finds that Plaintiff has shown by a preponderance of the evidence that it would
cost $2,425 to fix the unworkmanlike construction of the flashing and siding and $2,500 to install
insulation lt is undisputed that Plaintiff did not pay 84,100 of the contract price
CONCLUSION
As to Plaintiff` s claim for breach of contract, the Court finds that Defendant is liable to the
Plaintiff in the amount of 8825. Therefore, the Court enters judgment in favor of the Plaintiff for
8825 against Defendant, with costs
IT IS SO ORDERED.
/,
/ // /
13 Dunccm v Thelafx fmc 775 A.2d 1019, 1022 (Del. 2001).
14 ]a’ (citing Restatement (Second) of Contracts § 347 cmt a).
16