Triangle Sheet Metal Works, Inc. v. James H. Merritt and Co., 79 N.Y.2d 801 (1991)
Absent a contractual provision or direct control, a prime contractor is not liable for delays incurred by a subcontractor.
Summary
Triangle Sheet Metal Works, Inc. (Triangle), a subcontractor, sued James H. Merritt and Co. (Merritt), the prime contractor, for damages caused by delays on a public works project. The trial court dismissed the case, finding Triangle failed to prove Merritt caused the delays. The Appellate Division affirmed. The New York Court of Appeals affirmed, holding that a prime contractor is not responsible for a subcontractor’s delays unless the delays are caused by the prime contractor’s direction or control, or a contractual agreement states otherwise. The Court emphasized that subcontractors seeking a guarantee of job performance from the prime contractor must explicitly bargain for such a provision in their subcontract.
Facts
Triangle was a subcontractor to Merritt, the prime contractor, on a New York City public works project. Triangle experienced delays in its work. Triangle sued Merritt, claiming damages for these delays. Triangle did not present evidence that Merritt was responsible for causing the delays.
Procedural History
The trial court granted Merritt’s motion to dismiss at the close of Triangle’s case. The trial court concluded that Triangle had failed to establish a prima facie case because it did not offer any evidence that Merritt was responsible for any of the delays. The Appellate Division affirmed the trial court’s decision. The New York Court of Appeals affirmed the Appellate Division’s order.
Issue(s)
Whether a prime contractor is liable for delays incurred by a subcontractor, absent a contractual agreement or direct control over the cause of the delays.
Holding
No, because absent a contractual commitment to the contrary, a prime contractor is not responsible for delays that its subcontractor may incur unless those delays are caused by some agency or circumstance under the prime contractor’s direction or control.
Court’s Reasoning
The Court of Appeals relied on the general rule that a prime contractor is not liable for a subcontractor’s delays unless those delays are caused by the prime contractor’s direction or control, citing Norcross v Wills, 198 NY 336, 341-342. The court rejected Triangle’s argument that a prime contractor implicitly agrees to assume responsibility for all delays a subcontractor might experience, regardless of the cause. The court stated that prime contractors often lack control over much of the work performed at a project. The court quoted Grad v Roberts, 14 NY2d 70, 75 stating that “in every contract there is an implied undertaking on the part of each party that (it) will not * * * do anything to prevent the other party from carrying out the agreement on (its) part”. The court concluded that if a subcontractor wants a prime contractor to be a guarantor of job performance, it should bargain for a provision to that effect in its subcontract. The absence of such a provision meant Merritt was not liable for Triangle’s delays absent proof that Merritt directly caused those delays.