Miller v. WesBanco Bank, 20-0041
Decision Date | 10 June 2021 |
Docket Number | No. 20-0042,No. 20-0041,20-0041,20-0042 |
Court | West Virginia Supreme Court |
Parties | THOMAS B. MILLER AND JAMIE L. MILLER, Plaintiffs Below, Petitioners v. WESBANCO BANK, INC., Defendant Below, Respondent AND WESBANCO BANK, INC., Defendant Below, Petitioner v. THOMAS B. MILLER AND JAMIE L. MILLER, Plaintiffs Below, Respondents |
Appeal from the Circuit Court of Marion County
The Honorable David R. Janes, Judge
Hamstead, Williams & Shook PLLC
Morgantown, West Virginia
Spilman Thomas & Battle, PLLC
Pittsburgh, Pennsylvania
Spilman Thomas & Battle, PLLC
Morgantown, West Virginia
Attorneys for WesBanco Bank, Inc.
JUSTICE WOOTON dissents in No. 20-0041, concurs in part and dissents in part in No. 20-0042, and reserves the right to file a separate opinion.
1. West Virginia Code section 56-6-27 (eff. 1923) provides the exclusive means by which to obtain prejudgment interest in any action founded on contract. Failure to submit the question of prejudgment interest to the jury results in waiver of the same.
2. " ." Syllabus point 3, TD Auto Finance LLC v. Reynolds, 243 W. Va. 230, 842 S.E.2d 783 (2020).
3. Syllabus point 1, Sally-Mike Properties v. Yokum, 175 W. Va. 296, 332 S.E.2d 597 (1985).
4. "The determination of whether a deed, contract, or other writing is ambiguous and does not clearly express the intention of the parties is a question of law to be determined by the court." Syllabus point 3, Harrell v. Cain, 242 W. Va. 194, 832 S.E.2d 120 (2019).
5. "If a circuit court finds that a deed, contract, or other writing is ambiguous and does not clearly express the intention of the parties, then the proper interpretation of that ambiguous document, when the facts are in dispute, presents a question of fact for the factfinder to resolve after considering all relevant extrinsic evidence." Syllabus point 4, Harrell v. Cain, 242 W. Va. 194, 832 S.E.2d 120 (2019).
6. Syllabus point 1, in part, Buckhannon Sales Co., Inc. v. Appalantic Corp., 175 W. Va. 742, 338 S.E.2d 222 (1985).
7. Syllabus, First National Bank of Bluefield v. Clark, 191 W. Va. 623, 447 S.E.2d 558 (1994) (per curiam).
8. "'"" ." Syllabus point 4, Jones v. Patterson Contracting, Inc., 206 W. Va. 399, 524 S.E.2d 915 (1999).
9. "In an action to recover damages for breach of contract, when the case has been fairly tried and no error of law appears, the verdict of a jury, based upon conflicting testimony and approved by the trial court, will not be disturbed unless the verdict is against the plain preponderance of the evidence." Syllabus point 3, Franklin v. Pence, 128 W. Va. 353, 36 S.E.2d 505 (1945).
10. Syllabus point 2, Wilson v. Wiggin, 77 W. Va. 1, 87 S.E. 92 (1915).Jenkins, Chief Justice:
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 goodfaith 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 |
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:
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