Portsmouth Quality Flooring Corporation v. Jill Ballentyne & a. ( 2018 )

THE STATE OF NEW HAMPSHIRE
SUPREME COURT
In Case No. 2017-0468, Portsmouth Quality Flooring
Corporation v. Jill Ballentyne & a., the court on April 13, 2018,
issued the following order:
Having considered the brief, the memorandum of law, and the record
submitted on appeal, we conclude that oral argument is unnecessary in this
case. See Sup. Ct. R. 18(1). We affirm.
The defendants, Jill Ballentyne and Mark Ballentyne (owners), appeal an
order of the Circuit Court (Coughlin, J.) in favor of the plaintiff, Portsmouth
Quality Flooring Corporation (PQF), on its contract claim. They contend that the
trial court erred by finding that they had a contract with PQF and that PQF was
not a subcontractor, and by fashioning an equitable remedy.
We first address whether the trial court erred in finding that a contract
existed between PQF and the owners. An implied-in-fact contract is a true
contract that is not expressed in words; the terms of the agreement are inferred
from the parties’ conduct. Chase Home for Children v. N.H. Div. for Children,
Youth & Families, 162 N.H. 720, 728 (2011). Like all contracts, implied-in-fact
contracts cannot be formed absent an offer, acceptance, consideration, and a
meeting of the minds. Id. Whether such a contract has been formed is a factual
question. Id. Thus, we will sustain the trial court’s finding on this issue unless
it is lacking in evidentiary support or tainted by an error of law. Id. at 728-29.
In this case, PQF’s president testified that the owners contacted PQF,
visited its showroom to select tile, and requested its design services. PQF went to
the owners’ home, measured the bathroom, and provided design suggestions.
PQF issued an invoice for materials and installation directly to the owners, which
was dated June 26, 2015. Thereafter, PQF delivered the tile to the owners’ house
and installed it.
On July 1, 2015, the owners hired a general contractor. At some point, the
contractor hand-delivered a check drawn on his account to PQF to cover the
deposit on the tiles. PQF’s president testified that he understood that the check
was on behalf of the owners. He further testified that, when the check was
delivered, he did not know that the person who wrote and delivered it was the
owners’ contractor and that the contractor did not give any instructions
regarding future invoices.
The owners argue that “[o]nce the general contractor delivered payment
from his own account for the tiles, [PQF necessarily] became a subcontractor.”
They further argue that there was no “meeting of the minds” to support a
contract with PQF because they “never intended to provide anything of value to
PQF in exchange for its services.” They contend that, because the trial court
noted that they “may” have paid the contractor for PQF’s materials and labor, it
made “an extraordinary assumption” that they intended to pay both the
contractor and PQF for the same services. They point to the fact that PQF
attempted, unsuccessfully, to contact the contractor after they told PQF that they
had paid the contractor for PQF’s materials and labor as showing that PQF
anticipated being paid by the contractor. According to the owners, the trial court
should not have relied upon their prior transaction because their intent in the
prior transaction was to deal directly with PQF, while their intent in the current
transaction was to enter into a contractual relationship solely with the
contractor.
A subcontract is a contractual relationship between a general contractor
and a subcontractor relative to a project that is independent of the contract
between the project’s owner and the general contractor, and, as a general rule,
imposes no contractual liability on the owner. Guitarini v. Company, 98 N.H.
118, 119 (1953). As such, its formation requires all the formal elements of a
contract, and we are aware of no authority standing for the proposition that
merely accepting payment from a contractor on behalf of an existing customer
necessarily creates a subcontract relationship.
Whether a meeting of the minds occurred is analyzed under an objective
standard and is a question of fact. Chase Home, 162 N.H. at 727. In this case,
there was no evidence, beyond the contractor’s mere payment of the deposit on
the tiles, that a contractual relationship existed between the contractor and PQF
that was independent of PQF’s relationship with the owners. Indeed, PQF’s
president testified that PQF never had any interactions with the contractor, either
before or after it supplied and installed the tiles, other than to accept the deposit
check provided on behalf of the owners. By contrast, the evidence establishes
that prior to even hiring a contractor the owners interacted with PQF directly by
selecting the tile. They then had PQF deliver the tiles directly to their home and
install them. The owners’ subsequent subjective intent to pay the contractor for
PQF’s labor and materials did not alter the owners’ contract with PQF.
Under these circumstances, we conclude that the trial court’s finding that
the owners and PQF had a verbal contract was amply supported by the evidence
and not legally erroneous. See id. at 728-29. In light of this conclusion, we need
not address the owners’ argument that the trial court erred by awarding
equitable relief. See Morgenroth & Assoc’s., Inc. v. Town of Tilton, 121 N.H. 511,
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514 (1981) (stating implied-in-fact contract is true contract, as opposed to legal
remedy for unjust enrichment).
Affirmed.
Lynn, C.J., and Hicks, Bassett, and Hantz Marconi, JJ., concurred.
Eileen Fox,
Clerk
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