Breach of a construction contract; Third-party beneficiary to a subcontract; MCL 600.1405; “Directly”; Kisiel v Holz; Liability for failing to construct perimeter partition walls as required by the subcontract; Contract interpretation; Parties’ intent; Manifest injustice; Qualification of an expert; MRE 702; Motion for directed verdict; Damages; Waiver

The court held that the trial court did not err in granting defendant/counterplaintiff-High Top Buds (HTB) summary disposition on the basis that HTB was a third-party beneficiary to a subcontract on a construction project. It also rejected plaintiff-Pearson’s challenge to the trial court’s ruling “holding Pearson liable for its failure to construct perimeter partition walls as required by the subcontract.” Further, the court held that the trial court did not abuse its discretion in qualifying HTB’s liability expert as an expert witness or in denying Pearson’s motion for a directed verdict. It also found no manifest injustice. Thus, it affirmed the judgment for HTB. Defendant-Dailey Company was the general contractor on the project. HTB contracted with Dailey “for the construction of a commercial cannabis grow facility. In turn, Dailey and Pearson entered into a subcontract for Pearson to do carpentry work on the project. The subcontract included the installation of fiberglass reinforced plastic (FRP) walls.” Pearson filed this suit after finishing its work on the project, alleging an unjust enrichment claim against HTB, which “filed a countercomplaint against Pearson for breach of duty, both under the common law and as a third-party beneficiary to the subcontract,” As to the third-party beneficiary issue, the court agreed with the trial court that while HTB was “not a party to the subcontract, Pearson made direct promises to HTB as ‘owner’ of the property through clear contractual language. First, the subcontract named the project ‘High Top Buds – Labar Dr.’” In addition, “in several different provisions, Pearson, as the ‘subcontractor’ adopts duties owed directly to the project’s ‘owner,’ listed as HTB.” In particular, “§ 17.1 states, ‘Subcontractor warrants to Contractor and Owner that all material and equipment furnished shall be new unless otherwise specified, and that all of the Subcontract Work shall be of good quality, free from faults and defects and in conformance with the Contract Documents[.]’” As to liability for failing to construct the perimeter partition walls, the court noted that parol “‘evidence of contract negotiations, or of prior or contemporaneous agreements that contradict or vary the written contract, is not admissible to vary the terms of a contract which is clear and unambiguous,’” as this subcontract was.