PRESTON MCNEES SPECIALTY WOODWORKING, INC. ET AL.
THE DANIEL CO. (DANCO), INC.
Session November 24, 2014
Appeal from the Circuit Court for Washington County No. 30781 Thomas J. Seeley, Jr., Judge
Bill W. Petty and Micha Buffington, Knoxville, Tennessee, for the appellant, The Daniel Co. (DANCO), Inc.
Thomas D. Dossett, Kingsport, Tennessee, for the appellee, Preston McNees Specialty Woodworking, Inc. d/b/a Preston Woodworking.
Thomas R. Frierson, II, J., delivered the opinion of the Court, in which D. Michael Swiney and John W. McClarty, JJ., joined.
THOMAS R. FRIERSON, II, JUDGE
I. Factual and Procedural Background
The plaintiff, Preston McNees Specialty Woodworking, Inc. d/b/a Preston Woodworking ("Preston"), filed the present action against The Daniel Co. (DANCO), Inc. ("DANCO"), seeking compensation for work that Preston performed on a construction project wherein DANCO was the general contractor and Preston was a subcontractor. In 2010, Preston submitted a bid to supply certain woodwork regarding a project for the College of Medicine Student Center at East Tennessee State University. When preparing its bid, Preston relied in part upon the project manual ("Manual") that had been prepared by Fisher Associates ("Fisher"), the project architect and designer.
The Manual expressly provided for "[s]hop finishing of all natural finish interior woodwork" and stated that "fabrication, including assembly, finishing, and hardware application" should be complete before shipment to the project site. In a section entitled "Shop Finishing, " the Manual provided in pertinent part:
B. General: Finish architectural woodwork at fabrication shop as specified in this Section. Defer only final touchup, cleaning, and polishing until after installation.
C. General: Shop finish transparent-finished interior architectural woodwork at fabrication shop as specified in this Section.
E. Transparent Finish: Comply with requirements indicated below for grade, finish system, staining, and sheen, with sheen measured on 60-degree gloss meter per ASTM D 523.
4. Staining: Match Architect's sample.
Preston prepared and submitted its bid, which consisted of a base amount of $82, 961, with an additional $12, 605 to be added for three bays of study rooms. Preston's bid stated that "All wood items are sent to field unfinished, ready to stain by others prior to installation." DANCO selected Preston as the subcontractor for the aforementioned work.
On November 22, 2010, Preston and DANCO executed a "Standard Form of Agreement Between Contractor and Subcontractor, " otherwise identified as AIA Document A401-1997 ("Subcontract"). This Subcontract provides that Preston will perform the casework and millwork for the project for a total price of $95, 566. The Subcontract also provides that the work will be performed "as specified in the Project Manual dated June 18, 2010, Drawings, and addenda thereto, prepared by Fisher Associates . . . ." The Subcontract further states:
1.1 The Subcontract Documents consist of (1) this Agreement; (2) the Prime Contract, consisting of the Agreement between the Owner and Contractor and the other Contract Documents enumerated therein; (3) Modifications issued subsequent to the execution of the Agreement between the Owner and Contractor, whether before or after the execution of this Agreement; (4) other documents listed in Article 16 of this Agreement; and (5) Modifications to this Subcontract issued after execution of this Agreement. These form the Subcontract, and are as fully a part of the Subcontract as if attached to this Agreement or repeated herein. The Subcontract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, ...