Procedural Posture

Procedural Posture

By: marysmith

Respondent subcontractor filed an action for breach of contract against appellant construction company. The Superior Court of Los Angeles County (California) rendered judgment for the subcontractor, finding that the construction company exercised its option to award the subcontractor work on 261 units. The construction company appealed, contending that there was no agreement under the terms of the written contract to perform this work.

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In reviewing the parties’ contract, the court found that an agreement to perform additional work on 261 units was set forth in a typewritten insertion to a general printed form. Accordingly, the typewritten part controlled the printed part and qualified and dominated the entire agreement. Having found that the agreement with respect to the units was found in the contract, the court further concluded that the extrinsic evidence was sufficient to sustain the determinations of the trial court that the developer exercised its privilege or option expressed in the typewritten provision and that it eventually breached its agreement. Turning to the extent of damages recoverable because of the breach, the court concluded that review of the evidence showed that the trial court’s findings as to the subcontractor’s damages were amply justified and that the court was not at liberty to interfere with its determination. The court found that the doctrine of mitigation of damages was inapplicable to the facts of the case, as the rule did not apply to contracts where personal services were not necessarily included. Accordingly, the subcontractor was under no obligation to enter into a new contract.


The court affirmed the trial court’s judgment in favor of the subcontractor and awarding damages for breach of contract.

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