Brinderson-Newberg Joint Venture v. Pacific Erectors, Inc

Facts

Plaintiff, Brinderson-Newberg Joint Venture, is a general contractor, and, Defendant, Pacific Erectors, Inc., is a subcontractor. Plaintiff was granted a contract to build a coal-fired power plant. Plaintiff began negotiations with Defendant to build the Flue Gas System (FGS), which would be part of the entire power plant project. Defendant proposed to build the support steel for FGS. Nevertheless, Plaintiff wanted Defendant to build all the essential steel for FGS and to construct the complete FGS component. At the third negotiations meeting, the parties conversed line by line about for the work that was to be performed under the contract. Plaintiff submitted a version of the contract, which stated that Defendant would “erect complete” and “make a complete installation” of the FGS. Defendant opposed this statement. Instead, Defendant contends he voiced his opposition with this requirement, however, Plaintiff, informed Defendant that the language could be viewed as solely requiring Defendant to build the support steel and compose picks and sets for the FGS. Defendant settled to this version of the terms, however, the language of the agreement did not change. Also, the agreement included a merger provision, which stated that the agreement was the final and complete writing between the parties. Defendant began to work on the agreement, however, he declined to compose the entire FGS. Plaintiff brought suit in against Defendant claiming breach of contract. At trial, Defendant was allowed to submit extrinsic evidence illustrating that the parties envisioned the meaning of the agreement to solely include the erection of support steel and picks and sets by Defendant. The jury ruled in favor of Defendant, and Plaintiff appealed.