Yes, the construction company can still get paid for the work it did. The court agreed that Roberts broke the contract because the whole point was to build a *working* sewer system, which VWR didn't get. However, the court said it would be unfair for VWR to keep all the pipes, pumps, and other materials Roberts installed without paying anything for them. This is called 'unjust enrichment.' Therefore, VWR must pay Roberts for the value of the work that was done, but VWR can subtract the money it's owed for the delays.

No, Roberts didn't do enough work because the main point was to have a working sewer system, and they didn't finish that. It was a big problem for VWR. But, Roberts should still get some money for the work they did that helped VWR, minus the extra money VWR had to pay for a part of the system and the money Roberts owes for being late. This is because even if a company doesn't finish a job all the way, they can sometimes get paid a bit for the helpful work they did do. The court looked at the clear words in the contract to figure out exactly what Roberts was supposed to do.

A material breach is a failure to perform an essential term or condition that substantially defeats the purpose of the contract for the other party.

When a contract is unambiguous, the circuit court applies the plain language of the parties' terms and determines as a matter of law how to apply the contract.

Language is ambiguous if there is doubt or uncertainty as to its meaning and it is fairly susceptible to more than one equally reasonable interpretation.

It is a well-settled rule that the intention of the parties to a contract is to be gathered, not from particular words and phrases, but from the whole context of the agreement.

When a contract is free of ambiguity, its construction and legal effect are questions of law for the court to determine.

When a contractor is in default by having failed to complete the contract, he can recover in spite of his breach if his performance was sufficiently substantial.

As this case arises from a bench trial, we will not reverse the circuit court's findings unless they are clearly erroneous.

In bench trials, the standard of review on appeal is not whether there is any substantial evidence to support the finding of the court, but whether the court's findings were clearly erroneous or clearly against the preponderance of the evidence.

Yes, a contractor who has not substantially performed a contract may nevertheless recover for the value of the partial work completed. While the court affirmed the trial court's finding that Roberts did not substantially perform, primarily because the sewer system was not operational and VWR did not receive the expected benefit of the contract, it held that denying all recovery would result in VWR's unjust enrichment. The court reasoned that even a breaching party is entitled to compensation for the value of the benefit conferred on the non-breaching party. Because VWR received and retained the benefit of Roberts's labor and materials (pipes, pump stations, etc.) and failed to prove its own cost-of-completion damages, Roberts was entitled to recover the value of its work, which was established by the contract price. This amount, however, could be offset by the liquidated damages and other costs awarded to VWR.

No, Roberts did not substantially perform because the sewer system was not operational, which was the essence of the contract. The breach was material as it substantially defeated the purpose of the contract for VWR. However, Roberts is entitled to compensation for the partial construction that benefitted VWR, minus the cost of the SCADA system's price increase and liquidated damages awarded to VWR, because even if a contractor has not substantially performed, it may be able to recover for the value of partial construction based on the principle of unjust enrichment. The contract terms regarding the SCADA system and as-built drawings were unambiguous, and the court applied the plain language to determine Roberts's responsibilities as a matter of law.

Roberts Contracting Co. v. Valentine-Wooten Road Public Facility Board

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