Crest Ridge Construction Group, Inc. V. Newcourt, Inc.

CREST RIDGE CONSTRUCTION GROUP, INC. v. NEWCOURT, INC.

Part A

Case Brief

Facts

United States Court of Appeals, Fifth Circuit.

Parties: Crest Ridge Construction Group, Inc., Plaintiff-Appellee v. Newcourt, Inc., Defendant-Appellant.

Case No. 94-41228.

Decided: February 26, 1996

Circuit Judges: HIGGINBOTHAM, EMILIO M. GARZA and BENAVIDES.

Crest Ridge Construction Group, Inc. accepted a subcontract from a general contractor to build a certain part of the Liberty Science Center. It required Crest Ridge to supply architectural wall paneling for the Center. Crest Ridge made an agreement with Newcourt on a foam paneling supply. Newcourt issued a price quotation to J.B. & Associates of $758,000 to supply the necessary paneling with a subject to be approved by credit department. J.B. referred the paneling supply to Crest Ridge with price modification of $760,000. Later Newcourt called Crest Ridge to discontinue the process due to confusion with supplies. Crest Ridge sued Newcourt for breach of contract demanding them to pay in full $760, 000. Newcourt argued that the contract was not binding since the credit department did not approve the terms. The court settled the case by claiming that the contract was indeed binding, that Newcourt broke the contract, and that Crest Ridge's damages will be compensated by Newcourt. The jury found that a contract existed between Crest Ridge and Newcourt, that Newcourt breached the contract, and that Crest Ridge's damages totaled $70,214.28.

Issues

Case concerns a dispute between a subcontractor (Crest Ridge Construction Group) and a supplier (Newcourt). The supplier appeals a jury verdict, which established the Newcourt, Inc., the supplier, to pay damages to Crest Ridge Construction Group, Inc., the subcontractor, for breach of contract.

Holding

Under Texas law, “a condition precedent to the formation of a contract prevents the formation of a contract except upon realization of the condition.” The question of whether Crest Ridge and Newcourt intended for the “subject to credit department approval” to prevent the agreement creation is a jury’s decision.

The fact that the parties specified no payment terms does not require calling back the jury's verdict. (Tex.Bus. & Com.Code Ann. § 2.204© (Tex. UCC) (Vernon 1994) (“Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonable certain basis for giving an appropriate remedy.”). The jury