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Channels v. Deshields

Court of Common Pleas of Delaware, Sussex

August 6, 2018

JACQUELINE CHANNELS, Plaintiff,
v.
TROY DESHIELDS, Defendant.

          Submitted: June 13, 2018

          Tasha M. Stevens, Esq., Attorney for Plaintiff.

          William B. Wilgus, Esq., Attorney for Defendant.

          DECISION AFTER TRIAL

          HON. ROSEMARY BETTS BEAUREGARD, JUDGE

         This is a breach of contract action involving the allegedly unworkmanlike construction of a pole building. The Court held a bench trial on June 13, 2018, and at the close of trial reserved decision.

         FACTUAL BACKGROUND

         The testimony and exhibits presented at trial establish the following. From 2007 to 2012, Plaintiff Jacqueline Channels owned and operated a hair salon in Millsboro, Delaware. In December 2012, Ms. Channels closed the business, intending to operate a salon out of her home in Millsboro.

         In furtherance of her intention, Ms. Channels contacted Sussex County, received permission to operate a salon out of her home, and began looking for a contractor to build a structure where she would operate her salon. First, Ms. Channels contacted Delmarva Pole Buildings, but the price was too high. Some time later, Ms. Channels saw a sign in a yard for Deshields Construction, the business name used by Defendant Troy Deshields.

         Discussions Between Ms. Channels and Mr. Deshields

         Ms. Channels testified that she was not certain regarding when she first contacted Mr. Deshields, but it was in 2013, possibly June. Ms. Channels and Mr. Deshields spoke twice on the telephone prior to meeting in person. The content of the parties' conversations, both on the telephone and in person, is extrinsic evidence[1] that forms the basis of Ms. Channels' argument that Mr. Deshields agreed to build Ms. Channels a salon and, therefore, the parties' written agreement should be read in that light.

         According to Ms. Channels, she informed Mr. Deshields more than once, first during their telephone conversations and later when they met in person, that she wanted to operate a salon out of her home and she wanted to know whether Mr. Deshields could build her a salon. Ms. Channels testified that Mr. Deshields affirmed that he would build her a salon. Inez Davis, Ms. Channels' mother, also testified that Mr. Deshields affirmed to her after construction began that he would build Ms. Channels a salon.

         Mr. Deshields testified that he only builds pole buildings, and although he was aware that Ms. Channels wanted to operate a salon out of the structure she wanted built, Mr. Deshields testified that he did not agree to build Ms. Channels a salon. According to Mr. Deshields, Ms. Channels would finish turning the pole building he would build into a salon some time in the future, i.e. after Mr. Deshields finished construction of the pole building. As described by Mr. Deshields, the process of turning a pole building into a salon would require substantial additional work beyond the construction of a pole building, such as the installation of insulation, interior wall surfaces, and electrical wiring.

         When Ms. Channels and Mr. Deshields met in person, Mr. Deshields showed Ms. Channels his advertisement in the Sussex Guide as an example of the kind of buildings he constructs. Mr. Deshields identified Defendant's Exhibit 1 as his advertisement in the Sussex Guide. The advertisement prominently features the text "DESHIELDS POLE BUILDINGS" and shows pictures of the exteriors of pole buildings. The pictures are of various sizes, colors, and types of trim, but almost all the pictured pole buildings have garage or barn doors in addition to typical residential entry doors.

         Ms. Channels testified that Mr. Deshields showed her an advertisement for Deshields Construction, but she denied ever seeing Defendant's Exhibit 1. Nevertheless, Ms. Channels testified that the advertisement Mr. Deshields did show her pictured a garage. In relation to the advertisement, Ms. Channels testified that she informed Mr. Deshields she did not want a garage and that Mr. Deshields affirmed he could build her a salon.

         The parties did not sign a contract during this first in-person meeting.

         The Contract

         In November 2013, Ms. Channels contacted Mr. Deshields again to move forward with the project, and on November 14, 2013, Mr. Deshields again came to Ms. Channels' home. Mr. Deshields brought with him the form contract used by him for all of his business.

         The form contract is a single page and states prominently in bold "CONTRACT TO PERFORM LABOR AND MATERIALS NECESSARY FOR COMPLETION OF POLE BUILDING." The form contract contains spaces to fill out the size of the pole building and the payment schedule for the project. Underneath a specifications heading, the form contract sets forth specifications for the pole building in a series of boxes. Some of the specifications have options (e.g. a 4-inch or 6-inch concrete pad), and some of the specifications are set (e.g. the pole building will have 29-gauge metal walls).

         Mr. Deshields went over the form contract with Ms. Channels, and Mr. Deshields and Ms. Channels filled out the form, handwrote certain terms, and signed it (the "Contract").[2] Ms. Channels filled in her name, address, and phone number and wrote the term "buying own door for back" on the Contract. Mr. Deshields filled out the remainder of the form and wrote the other handwritten terms in the Contract.

         The unambiguous terms of the Contract provide that: Mr. Deshields will build Ms. Channels a 30x40 foot pole building (the "Pole Building"); and Ms. Channels will pay Mr. Deshields $18, 100, consisting of a $5, 000 deposit, $9, 000 after the trusses are set, and a $4, 100 balance due on completion. As previously explained, the specifications for the Pole Building are set forth in a series of boxes. These boxes contain minimal text, rather than full sentences, and Mr. Deshields testified without objection as to the precise meaning of these condensed terms.

         Similar to the technical specifications for the Pole Building, the handwritten terms are not written out in full sentences, and except for the handwritten term "insulat [sic] WALLS," there is no particularized dispute regarding the meaning of the handwritten terms. For example, there is no dispute that the partially illegible handwritten term located on the right just above the specifications boxes-which might read "bReezeway incl."-provides that Mr. Deshields' duties under the Contract include construction of a breezeway connecting the Pole Building to Ms. Channels' house (the "Breezeway").

         As to the "insulat[sic] WALLS" handwritten term, Mr. Deshields testified that he wrote that on the Contract some time during construction. According to Mr. Deshields, Ms. Channels informed him during construction that she expected insulation in the walls of the Pole Building. One of the Contract's specifications boxes states "INSULATION YES OR NO." The "YES" is circled and handwritten next to the box is "R." Mr. Deshields testified that he informed Ms. Channels that, while there would be insulation in the roof, under his understanding of the terms of the Contract there would not be any insulation in the walls of the Pole Building. Notwithstanding his understanding of the Contract requirements, Mr. Deshields agreed to install insulation in the walls and wrote "insulat[sic] WALLS" on the Contract to reflect his agreement. Mr. Deshields testified that this agreement did not include the installation of dry wall in the Pole Building.

         Ms. Channels testified that Mr. Deshields wrote "insulat[sic] WALLS" on the Contract at the time it was signed but did not testify regarding the particular meaning of that term, other than to testify that it was her expectation that the Pole Building would have insulation and an interior wall surface, such as dry wall. Ms. Channels did not testify that Mr. Deshields specifically represented that the walls would have an interior surface or finish.

         Construction Begins

         Although the Contract provides for a December 6, 2013 start date, Mr. Deshields delayed the start of construction-with Ms. Channels' consent-until the beginning of April 2014 due to inclement weather. Initially, Ms. Channels felt that the construction was proceeding pretty well. Mr. Deshields came to property with four to five workers and work proceeded. Ms. Channels became concerned regarding the construction after the Sussex County inspector, William Godwin, Jr., came out to the property.

         At the end of April or the beginning of May 2014, Mr. Godwin, an employee of the Sussex County Assessment Department, came to Ms. Channels' house to perform a "final" inspection on the Pole Building. Immediately upon arrival, Mr. Godwin noticed a problem. The permit application submitted by Mr. Deshields to Sussex County listed the proposed use of the building as a "detached garage." Because the Pole Building does not have a garage door and, therefore, did not appear to be a garage, Mr. Godwin asked both Ms. Channels and Mr. Deshields what the actual intended use for the building was. Ms. Channels informed Mr. Godwin that she intended to use the Pole Building as a salon, and Mr. Godwin instructed Ms. Channels that a salon permit would require a detailed scale drawing of the proposed salon building, including the placement of hair dryers, sinks, cutting chairs, etc.

         In response to his directions, Mr. Godwin testified that Mr. Deshields expressed his willingness to do whatever was necessary to complete the project, and a few weeks later, Ms. Channels submitted prints to Sussex County detailing the intended layout of the salon.[3] Prior to her conversation with Mr. Godwin, Ms. Channels was not aware that the permit Mr. ...


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