Appeal from the District Court of Albany County The Honorable Jeffrey A. Donnell, Judge
The opinion of the court was delivered by: Voigt, Justice.
Before KITE, C.J., and GOLDEN, HILL, VOIGT, and BURKE, JJ.
NOTICE: This opinion is subject to formal revision before publication in Pacific Reporter Third. Readers are requested to notify the Clerk of the Supreme Court, Supreme Court Building, Cheyenne, Wyoming 82002, of any typographical or other formal errors so that correction may be made before final publication in the permanent volume.
[¶1] Scott R. Knight (Knight) appeals a district court's damages award and findings relating to liability arising out of a construction contract between Knight and TCB Construction and Design, L.L.C. We affirm.
[¶2] 1. Did the district court err as a matter of law when it determined that a second contract superseded the first?
2. Did the district court err as a matter of law in the method it used to calculate damages?
[¶3] On March 7, 2008, Knight contracted with Deerwood Log Homes, Inc. (Deerwood), in which Deerwood was to build a log home for Knight on property located outside of Laramie, Wyoming. A disagreement between Deerwood and Knight developed, leading to Deerwood's termination from the project and a subsequent settlement agreement.
[¶4] On August 28, 2008, Knight entered into a contract (Agreement) with Eric Turner (Turner) to finish the construction project.*fn1 Turner had recently moved to Wyoming from Colorado and was doing business as TCB Construction and Design.*fn2 The Agreement was a time and materials contract, which called for TCB Construction and Design to complete the log home project for Knight and in return receive compensation in the amount of time and materials, plus 33%. The Agreement aimed for a November 2008 completion date. The Agreement was signed by Knight as owner of the property and by Turner with the notation of TCB Construction & Design under his signature.*fn3 More will be said below in the discussion section about the specific terms of this Agreement.
[¶5] On September 5, 2008, Turner organized TCB Construction and Design as a Wyoming limited liability company. We will refer to TCB Construction and Design, L.L.C. as TCB Construction, LLC and its non-LLC counterpart as TCB Construction and Design. On September, 10, 2008, TCB Construction, LLC and Knight entered into a contract called "Addendum to Agreement," which provided in part that TCB Construction, LLC would assume and complete the log home for Knight. The Addendum set the price of completion at $400,000.00, less $80,000.00 already received. The Addendum also referenced two other separate projects: a Solar and Wind Array (Solar/Wind Array) contract for $109,000.00 and a Generator/Pump House/Electrical Building (Generator Building) contract for $60,000.00. The Addendum was signed by Knight, as owner of the property, and Turner, with the notation of TCB Construction & Design beneath Turner's signature, but the Addendum bore the subheading "TCB Construction and Design, LLC" in bold lettering.*fn4 More will be said in the discussion section about the Addendum and separate Solar/Wind Array and Generator Building contracts.
[¶6] In early December 2008, the relationship between Knight and TCB Construction, LLC had soured and Knight terminated TCB Construction, LLC from the project. Knight hired S&J Log Construction to complete the project. Shortly thereafter, Knight filed a lawsuit against TCB Construction, LLC and Turner, individually, alleging numerous causes of action, including fraud, breach of contract, breach of the implied covenant of good faith and fair dealing, breach of implied warranty, and unjust enrichment. Following a bench trial, the district court issued a decision letter and judgment, making the following general conclusions: (1) the Addendum superseded the Agreement, with the newly formed TCB Construction, LLC as the party responsible for completion of the construction project; (2) the Addendum converted the Agreement for constructing the log home from a time and materials, plus 33%, contract, to a flat fee contract in the amount of $400,000.00, less the $80,000.00 already paid; (3) TCB Construction, LLC breached the contract by failing to complete the construction project by the November deadline; (4) TCB Construction, LLC owed Knight damages in the amount of $31,850.37 for its breach; and (5) Turner was not personally liable for the damages, because TCB Construction, LLC had organized as an LLC in Wyoming prior to entering into the Addendum. Knight filed a timely notice of appeal.
Did the district court err as a matter of law when it determined that a second ...