WATSON (J. E.) VS. GARDNER (LARRY)
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RENDERED: DECEMBER 11, 2009; 10:00 A.M.
NOT TO BE PUBLISHED
Commonwealth of Kentucky
Court of Appeals
NO. 2008-CA-001127-MR
J.E. WATSON D/B/A QUICK
COVER INSTANT BUILDINGS
FROM WATSON FARMS
v.
APPELLANT
APPEAL FROM MARSHALL CIRCUIT COURT
HONORABLE DENNIS R. FOUST, JUDGE
ACTION NO. 05-CI-00176
LARRY GARDNER
APPELLEE
OPINION
REVERSING AND REMANDING
** ** ** ** **
BEFORE: CAPERTON, DIXON, AND TAYLOR, JUDGES.
TAYLOR, JUDGE: J.E. Watson, d/b/a Quick Cover Instant Buildings From
Watson Farms (Watson) brings this appeal from a May 21, 2008, judgment of the
Marshall Circuit Court awarding Larry Gardner $2,118.61. We reverse and
remand.
In 1999, Larry Gardner purchased a Quick Cover Instant Building
from Watson. Gardner paid Watson $5,200 for the building. Gardner used the
building from May 1999 until April 2004. On April 15, 2004, Gardner informed
Watson that there was a problem with the building’s roof cover. An employee of
Watson inspected the cover and determined it was a total loss. The sales contract
provided for a sixteen-year prorated warranty on the cover. Watson informed
Gardner that he would replace the cover but that Gardner would be required to pay
$2,064.84. Gardner refused and believed Watson should pay Gardner his prorated
portion of the cost to replace the cover. Watson declined, and the parties reached
an impasse.
Consequently, Gardner filed a complaint against Watson for damages
associated with replacing the cover. Watson filed an answer and thereafter, almost
three years after the complaint was filed, filed a motion for judgment on the
pleadings and/or summary judgment. By judgment entered May 21, 2008, the
Marshall Circuit Court entered judgment in favor of Gardner and awarded him
$2,118.61 in damages. This appeal follows.
To begin, Watson appealed from a May 21, 2008, judgment of the
circuit court. Therein, the court clearly stated that it was granting Gardner a
judgment on the pleadings. A judgment on the pleadings is provided for under
Kentucky Rules of Civil Procedure (CR) 12.03. Pursuant to CR 12.03, the circuit
court “shall” consider the motion as a motion for summary judgment if “matters
outside the pleadings are presented.” In this case, the record plainly reveals that
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the parties presented matters outside the pleadings.1 Consequently, we shall
analyze the May 2, 2008, judgment as a summary judgment under CR 56. See
Ferguson v. Oates, 314 S.W.2d 518 (Ky. 1958).
Watson contends the circuit court erred by rendering judgment in
favor of Gardner. For the reasons hereinafter set forth, we agree.
Summary judgment is proper where the material facts are undisputed
and movant is entitled to judgment as a matter of law. CR 56; Steelvest, Inc. v.
Scansteel Service Center, Inc., 807 S.W.2d 476 (Ky. 1991). When considering a
motion for summary judgment, the facts and inferences therefrom are to be viewed
in a light most favorable to the nonmoving party. Id. However, we note that
Gardner did not file a motion for summary judgment in this case and only
Watson’s motion was pending at the time the judgment was entered.2
The circuit court’s judgment entered May 2, 2008, in Gardner’s favor
provides no basis for the decision, nor is the court required to do so under CR 56.
The judgment reads:
This matter having come before the Court on
Motion for Judgment on the Pleadings and the Court
being otherwise sufficiently advised;
IT IS HEREBY ORDERED that Judgment on the
pleadings is granted for [Gardner], and [Watson] is
1
Based on our review of the pleadings, judgment would not be warranted under Kentucky Rules
of Civil Procedure 12.03 as there appear to have been sufficient defenses pled to preclude entry
of judgment under this Rule.
2
The record reflects a jury trial was scheduled on April 3, 2008, but was apparently continued
when J.E. Watson, d/b/a Quick Cover Instant Buildings From Watson Farms filed his motion in
March 2008.
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ordered to pay [Gardner] the sum of $2,118.61 based
upon the contractual agreement of a 16-year prorated
warranty provided to [Gardner].
From the record and the parties’ appellate briefs, it is clear that the
primary dispute between the parties concerned the existence and terms of the
warranty on the roof cover. The record contains a written invoice supplied by
Watson, signed by Gardner, and dated May 31, 1999. The invoice specifies the
items sold by Watson to Gardner (which references the cover) and includes the
prices for each item. Relevant to this case is the following provision concerning a
warranty:
The sole warranty for any product(s) supplied is limited
to the warranty that is published and offered by the
manufacturer(s). No other warranties are express or
implied.
Watson attached a copy of a written limited warranty to his answer. Watson
claims that such warranty was the limited warranty referenced in the invoice.
Watson further asserts that he complied with the terms of the limited warranty by
offering to replace the cover with Gardner paying “59/192 of the cost of the cover
and all the freight, labor, and installation costs.” Watson Brief at 3.3 Based upon
the written limited warranty provided by Watson, Watson claims that he was
entitled to summary judgment.
In response, Gardner maintains that the written limited warranty
supplied by Watson was not the warranty referenced in the invoice. Additionally,
3
It appears the cost to replace the roof was $3,058.48. Additionally, the costs of installation was
$775 and of freight was $350.
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Gardner claims he never received a copy of any written warranty but was orally
informed that the building was covered by a sixteen-year prorated warranty.
Gardner argues that Watson was responsible for 153/192 of the cost of the cover
and should pay such sum to Gardner.
It is generally well-accepted that the interpretation of a contract is a
question of law for the courts. See Frear v. P.T.A. Indus., Inc., 103 S.W.3d 99
(Ky. 2003). As such, our review proceeds de novo.
The “invoice” constitutes the only written agreement between the
parties. Under its express terms, the “sole warranty” upon the building was
“limited to the warranty that is published and offered by the manufacturer(s).” A
thorough review of the record does not reveal the uncontroverted identity of the
actual manufacturer of the building. In Watson’s motion for summary judgment or
for judgment on the pleadings, he asserts that “[b]oth parties acknowledge that
there has been a “cover failure” suffered by [Gardner] based upon the product
manufactured by [Watson].” In Watson’s answer to interrogatories, he asserts that
he manufactured the building, including the roof cover at issue. However, in
Gardner’s trial brief filed of record, he contends that Watson is a distributor, not
the actual manufacturer of the building. The limited warranty attached to Watson’s
answer was clearly offered by Watson; consequently, this warranty could only
qualify as the warranty referenced in the invoice if Watson was the manufacturer
of the building. If Watson is not the manufacturer of the building, the
manufacturer should be identified and the terms of the actual warranty in question
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determined. Regardless of whether Watson manufactured the building, it is clear
that genuine issues of material fact exist regarding the terms of the warranty and
any damage claims arising thereunder. As such, Gardner has not demonstrated that
he is entitled to a summary judgment as a matter of law. Accordingly, we
conclude that summary judgment was improperly rendered in favor of Gardner at
this stage of the proceeding.
For the foregoing reasons, the order of the Marshall Circuit Court is
reversed and this cause is remanded for proceedings consistent with this opinion.
ALL CONCUR.
BRIEF FOR APPELLANT:
BRIEF FOR APPELLEE:
William Clint Prow
Providence, Kentucky
Donald E. Thomas
Benton, Kentucky
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