Clair v. Hillenmeyer

Jeffrey K. Clair (defendant) noticed undesirable septic-system surface percolation on the property he had contracted to buy from Paul E. Hillenmeyer (plaintiff). Clair added a handwritten contract proviso requiring Hillenmeyer to "repair [the] system to meet code." Hillenmeyer, Clair, and a plumber discussed various ways to modify the system, but Clair rejected the one proposal that Hillenmeyer considered feasible and made no counterproposal of his own. Clair expressed his dissatisfaction and withdrew from the contract. Hillenmeyer eventually sold the property to another buyer, but for substantially less money than he would have realized from selling the property to Clair. Hillenmeyer sued Clair for breach of contract. At trial, Hillenmeyer testified that it was normal for water to percolate to the surface, that the system had always met code, and that Clair's proviso did not obligate Hillenmeyer to modify the system to Clair's satisfaction. On the other hand, Hillenmeyer admitted that neither he nor Clair really knew what "meeting code" meant; the plumber testified that surface percolation was a sign of the septic system's failure; and the contract's preprinted boilerplate contained a clause specifying that, given timely notice, the seller had to make reasonable repairs in a manner acceptable to the buyer. The trial judge court granted Hillenmeyer summary judgment and awarded him damages. Clair appealed to the Kentucky Court of Appeals.