Jorgensen v. Trademark Woodworks, LLC

2018 MT 291, 431 P.3d 29, 393 Mont. 381
CourtMontana Supreme Court
DecidedDecember 4, 2018
DocketDA 18-0223
StatusPublished

This text of 2018 MT 291 (Jorgensen v. Trademark Woodworks, LLC) is published on Counsel Stack Legal Research, covering Montana Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Jorgensen v. Trademark Woodworks, LLC, 2018 MT 291, 431 P.3d 29, 393 Mont. 381 (Mo. 2018).

Opinion

Chief Justice Mike McGrath delivered the Opinion of the Court.

*32***383¶1 Trademark Woodworks, LLC, appeals from an April 3, 2018 judgment of the Fifth Judicial District Court. The District Court held that the contract between the Jorgensens and Trademark Woodworks, LLC, had been rescinded and awarded the Jorgensens damages and attorney's fees. We affirm.

¶2 We restate the issues on appeal as follows:

Issue One: Did the District Court commit clear error when it found that the agreement had been rescinded?
Issue Two: Did the District Court abuse its discretion by awarding attorney's fees to the Jorgensens?

FACTUAL AND PROCEDURAL BACKGROUND

¶3 In September 2015, Tim and Kiri Jorgensen ("the Jorgensens") entered into a contract ("the Agreement") with Trademark Woodworks, LLC ("Trademark") for the construction of a home near Wisdom, Montana. The Agreement provided that Trademark would supply the labor and materials for the framing, roofing, and siding of the home.

¶4 Nathan Judd ("Judd"), a primary owner of Trademark and a contractor, is an acquaintance of the Jorgensens and submitted a bid on behalf of Trademark to acquire the job.

¶5 The Agreement was silent as to who would assume the role of general contractor. Both parties believed this role would fall to the Jorgensens, as Tim Jorgensen was an experienced contractor and Trademark was contracted for only specific aspects of the construction.

¶6 Early on, the relationship between Judd and the Jorgensens began to deteriorate. Judd felt that the Jorgensens were causing unnecessary delays in the project and that he was being forced to "assum[e] a role left vacant" by the Jorgensens, whom he expected would act as the general contractors on the site. The Jorgensens dispute that Judd was acting as general contractor and assert that Judd was responsible only for his subcontractors in accordance with the Agreement. The Jorgensens also maintain that Judd failed to adequately perform his obligations under the contract and charged excessively for his work.

¶7 On September 28, 2015, after a series of disagreements and miscommunications, Judd sent the Jorgensens an email: "If you feel like your [sic] being taken advantage of, mislead, or mistreated I apologize. I'll be happy to finish the framing phase and turn the reigns ***384[sic] over if you'd like. Please let me know on how you'd like us to proceed."

¶8 In her response, Kiri inquired about Judd's on-site work schedule for the upcoming weeks and asked him to clarify exactly what he considered the "framing phase" of the job to entail. Judd responded: "The framing phase would be the erection of the structure. Myself and/or my crew will be onsite mon-Friday [sic] until the framing is complete."

¶9 On October 19, 2015, when the framing phase was near completion, the Jorgensens emailed Judd: "On September 28, after a previous round of negativity, you offered to 'finish the framing phase and turn the reigns [sic] over if you'd like.' On account of your continued actions and behavior, we have elected to take you up on this offer." They then asked Judd for a detailed accounting of the money spent and expenses paid. At this point, Judd estimated the framing was 95% finished.

¶10 Following this exchange, Trademark ceased all work and did not return to the jobsite.

¶11 The Jorgensens disagreed with Judd as to the accuracy of Trademark's final accounting. In December 2015, the Jorgensens filed their Complaint alleging breach of contract, bad faith, and, in the alternative, rescission. Trademark denied the allegations and counterclaimed alleging breach of contract and bad faith.

¶12 Following a bench trial, the District Court dismissed Trademark's counterclaims, held that the Agreement was rescinded, ordered Trademark to pay the Jorgensens $19,977.19 in restitution damages, and awarded *33the Jorgensens $27,475 in attorney's fees. Trademark appeals.

STANDARDS OF REVIEW

¶13 A district court's findings of fact will be upheld unless they are clearly erroneous. White v. Longley , 2010 MT 254, ¶ 17, 358 Mont. 268, 244 P.3d 753. We review findings of fact in a civil bench trial to determine if they are supported by substantial credible evidence. DeNiro v. Gasvoda , 1999 MT 129, ¶ 9, 294 Mont. 478, 982 P.2d 1002. This Court must view the evidence in the light most favorable to the prevailing party. DeNiro , ¶ 9. Conclusions of law are reviewed for correctness. DeNiro , ¶ 9 ; JTL Group, Inc. v. New Outlook, LLP , 2010 MT 1, ¶ 30, 355 Mont. 1, 223 P.3d 912.

¶14 A district court's conclusion regarding the existence of legal authority to award attorney's fees is reviewed for correctness. City of Helena v. Svee , 2014 MT 311, ¶ 7, 377 Mont. 158, 339 P.3d 32. If legal ***385authority exists, we review the district court's grant or denial of attorney's fees for an abuse of discretion. Svee , ¶ 7.

DISCUSSION

¶15 Issue One: Did the District Court commit clear error when it found that the agreement had been rescinded?

¶16 The District Court found that Trademark's September 28 email represented a valid offer to rescind the Agreement and that the Jorgensens properly accepted this offer in their October 19 response.

¶17 Trademark asserts that the email was not an offer to rescind. Rather, Trademark argues that this email was only an offer for the Jorgensens to reassume their intended role as general contractor.

¶18 "A party to a contract may rescind the contract ... if all the other parties consent." Section 28-2-1711(5), MCA ; Murphy v. Redland ,

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Standard Insurance v. Sturdevant
566 P.2d 52 (Montana Supreme Court, 1977)
Scott v. Hjelm
613 P.2d 1385 (Montana Supreme Court, 1980)
Carey v. Wallner
725 P.2d 557 (Montana Supreme Court, 1986)
Brunner v. Lacasse
763 P.2d 662 (Montana Supreme Court, 1988)
DeNiro v. Gasvoda
1999 MT 129 (Montana Supreme Court, 1999)
Norwood v. Service Distributing, Inc.
2000 MT 4 (Montana Supreme Court, 2000)
White v. Longley
2010 MT 254 (Montana Supreme Court, 2010)
JTL Group, Inc. v. New Outlook, LLP
2010 MT 1 (Montana Supreme Court, 2010)
Cruse v. Clawson
352 P.2d 989 (Montana Supreme Court, 1960)
Small v. COCA-COLA BOTTLING COMPANY OF MISSOULA
328 P.2d 124 (Montana Supreme Court, 1958)
Murphy v. Redland
583 P.2d 1049 (Montana Supreme Court, 1978)
City of Helena v. Svee
214 MT 311 (Montana Supreme Court, 2014)
Mackintosh v. California Federal Savings & Loan Ass'n
935 P.2d 1154 (Nevada Supreme Court, 1997)

Cite This Page — Counsel Stack

Bluebook (online)
2018 MT 291, 431 P.3d 29, 393 Mont. 381, Counsel Stack Legal Research, https://law.counselstack.com/opinion/jorgensen-v-trademark-woodworks-llc-mont-2018.