Case Law Summaries

Ingrassia Construction Company, Inc. v. Vernon Township Board of Education

• Opinion Date: November 8, 2001
• Real Property Law
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CONTRACTS; CONTRACTORS—Even though a construction contract calls for an architect’s certificate of default before an owner can terminate it for cause, an owner lacking such a certificate may still pursue common law claims for breach of contract.

A contractor entered into an agreement with a board of education for renovations and additions to a school building. The contract provided that performance of the work was subject to a schedule of dates by which certain phases of the project were to be completed. When the board of education determined that the contractor was in substantial breach of the contract by failing to meet the deadlines, it terminated the contract for cause. In doing so, it relied on the architect’s certificate as the basis for terminating the contract. The contractor sued for wrongful termination. The board countersued for damages resulting from the contractor’s breach. The contractor’s claim was that the architect’s certificate was defective because (a) the architect who signed it was not licensed in the United States; and (b) the certification failed to state that by missing the target dates for completing certain phases of the project, the contractor was in substantial breach of the contract. The lower court agreed that the architect’s certificate was defective and that the contractor was entitled to damages from the board. It also found that, as the result of the defective certificate, the board of education forfeited any claims it may have had against the contractor for damages. On appeal, the Appellate Division agreed that the architect’s certificate was insufficient. However, it found that the use of the architect’s certificate was not the sole procedure available to the board to terminate the contract. Under the terms of the contract, the architect could serve as the final arbiter of any contractual disputes. A valid certificate provided by a licensed architect would be presumed correct, but the failure to provide one did not prevent the board from pursuing common law claims for breach of contract. While the burden on the board may be increased thereby, the lack of an architect’s certificate did not bar recovery if the board could otherwise prove its claim.

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