Brief Fact Summary. A contractor’s work was rejected due to a provision in the construction contract stating that all matters relating to “artistic effect” were subject to the final approval of the owner.
Synopsis of Rule of Law. An objective standard of reasonableness is the proper standard to employ in a construction contract for commercial building.
Issue. Is an objective standard the proper standard to invoke in contract cases involving the construction of commercial buildings?
Held. Yes. Judgment affirmed. An objective standard is the appropriate standard to employ in a contract for the construction of a commercial building. Therefore, General Motor’s rejection of the Defendant’s work on aesthetic grounds was unreasonable.
Discussion. The court arrived at its conclusion by performing a textual analysis of the contract. While the contract explicitly referred to “artistic effect,” it found that this was a form contract and the term was qualified in such a way that limited its effect to cases where a buyer is specifically trying to achieve a certain aesthetic, such as when buying a painting. The court also examined the intentions of the parties. It reasoned that the parties would not have intended to allow the work to be rejected on artistic grounds, as this would have resulted in an extremely high, almost impossible standard that would have caused the Plaintiff to demand higher compensation. The court also reasoned that if a uniform finish was important to the Defendant, it would have specified the use of a painted finish instead of aluminum, which is extremely difficult to make un