Miller v. WesBanco Bank, Inc.
Citation | 859 S.E.2d 306 |
Decision Date | 11 June 2021 |
Docket Number | No. 20-0041, No. 20-0042,20-0041 |
Parties | Thomas B. MILLER and Jamie L. Miller, Plaintiffs Below, Petitioners v. WESBANCO BANK, INC., Defendant Below, Respondent WesBanco Bank, Inc., Defendant Below, Petitioner v. Thomas B. Miller and Jamie L. Miller, Plaintiffs Below, Respondents |
Court | Supreme Court of West Virginia |
Jacques R. Williams, Hamstead, Williams & Shook PLLC, George B. Armistead, Baker & Armistead, Morgantown, West Virginia, Attorneys for the Millers.
Joseph V. Schaeffer, Spilman Thomas & Battle, PLLC, Pittsburgh, Pennsylvania, James A. Walls, Spilman Thomas & Battle, PLLC, Morgantown, West Virginia, Attorneys for WesBanco Bank, Inc.
These consolidated appeals arise from breach-of-contract litigation between borrowers Thomas and Jamie Miller ("the Millers") and lender WesBanco Bank, Inc. ("WesBanco"). Having reviewed the parties’ briefs, their oral arguments, the appendix record, and the pertinent authorities, we resolve the issues herein raised as follows. The Millers, who prevailed below, challenge the circuit court's denial of prejudgment interest, which was based upon their failure to request the same from the jury pursuant to West Virginia Code section 56-6-27 (eff. 1923). We find no error and affirm the circuit court's ruling as to prejudgment interest.
In its separate appeal, which was consolidated with the Millers’ appeal for purposes of our review, WesBanco raises four assignments of error. First, WesBanco assigns error to the circuit court's admission of parol evidence related to the agreement between the Millers and WesBanco rather than limiting the evidence to only the Construction Loan Agreement itself. We apply the single transaction rule and find that the agreement between the Millers and WesBanco was not limited to only the Construction Loan Agreement. Furthermore, because the agreement was ambiguous, we find no error in the circuit court's admission of parol evidence. WesBanco next claims that the circuit court erroneously allowed the Millers to rely on the duty of good faith and fair dealing to modify WesBanco's contractual obligations. To the contrary, we find the duty of good faith and fair dealing was properly applied. In its third assignment of error, WesBanco argues that the circuit court erred in denying its motion for judgment as a matter of law because the Millers failed to establish a prima facia case as to their breach-of-contract claims and resultant damages. Having reviewed the evidence, we find the Millers presented sufficient evidence such that the circuit court did not err in denying judgment as a matter of law to WesBanco. Finally, WesBanco argues that the jury's damages award of $404,500 was against the clear weight of the evidence. We agree that the Millers’ evidence fails to support this verdict. Therefore, we reverse the award and remand this case for a new trial on damages only. Accordingly, the Millers’ appeal is affirmed. WesBanco's appeal is affirmed in part, reversed in part, and remanded for further proceedings consistent with this opinion.
In August 2015, the Millers contracted with Residential Creations LLC ("Residential Creations") to build a family home for them in Fairmont, West Virginia.1 The agreed-upon price for the home was $690,000, and the construction contract provided the following schedule for payments to be made at the completion of certain project benchmarks:
Initial payment | $ 70,000.00 |
Foundation | 130,000.00 |
Pre-fab, Walls & Floor (In Shop) | 60,000.00 |
Superstructure A | 135,000.00 |
Superstructure B | 50,000.00 |
Rough Mechanicals | 75,000.00 |
Insulation/Drywall | 65,000.00 |
Interior/Exterior A | 50,000.00 |
Interior/Exterior B | 45,000.00 |
Retainage: | 10,000.00 |
Total | $690,000.00 |
To finance the construction of their home, the Millers contacted WesBanco and worked with a loan originator named Michelle Hamilton. As part of a pre-qualification process that occurred in advance of their execution of the construction contract, the Millers were provided a document titled ("Expectations form"). The document was signed by the Millers on June 26, 2015; it also bears a signature above the line designated "Builder,"2 which is dated September 9, 2015.3 According to this Expectations form, lien waivers would be required from each subcontractor and the general contractor, and no funds would be disbursed for work not completed or materials not installed:
During the trial in this matter, Ms. Hamilton testified that she also told the Millers that WesBanco would obtain lien waivers before each draw payment and payment would be made only for completed work.
Thereafter, the Millers executed a residential Construction Loan Agreement and a separate Construction Loan Addendum4 with WesBanco, under which WesBanco agreed to loan them $555,000 to be used in building their new home.5 Section 4 of the Construction Loan Agreement, titled "Advance of Funds," set out the procedure for requesting WesBanco to disburse loan funds (sometimes referred to as draws):
(Emphasis added). In addition, the Construction Loan Agreement included the following two provisions that are germane to this appeal:
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