Morgan Buildings and Spas, Inc. v. Humane Society of Southeast Texas

Cynthia Meyers went to Morgan Buildings and Spas, Inc. (Morgan) (defendant) to purchase a storage facility on behalf of the Humane Society of Southeast Texas (Humane) (plaintiff). Meyers informed Carey Sonnier, a Morgan representative, that she needed a carport that would (1) have sides and two sets of double doors, (2) be secure to prevent rodent infestation and weather damage, (3) be able to accommodate Humane’s pre-existing shelving, and (4) have almond-colored sides with green roofing and trim. Meyers furnished a down payment for the carport. The written purchase agreement provided that Morgan agreed to manufacture and deliver a steel-frame building of a certain size, with custom doors, almond coloring, and green roofing and trim. The agreement contained a merger-and-integration clause stating that the writing included the entire agreement between the parties. The contract further stated in large, bold writing that Morgan made no warranties and would not be responsible for any damages arising from performance. Meyers and Sonnier also signed a separate document indicating that Morgan would install an almond-colored building of a different size with a green roof and trim. After construction, Meyers noticed that the carport was the wrong color, was rusted, and had holes in the roof. The building was also too short and contained internal bracing, preventing Humane from installing its shelves or storing animal food. Sonnier’s attempts to fix the issues failed. Humane brought suit against Morgan for breach of contract. The trial court found in Humane’s favor, ordering Morgan to pay significant damages. Morgan appealed.