Questar Builders, Inc. v. CB Flooring, LLC

Questar Builders, Inc. (Questar) (defendant) hired CB Flooring, LLC (CB) (plaintiff) to install carpets in a Questar building. The contract, signed on September 29, 2005, contained a clause allowing Questar to terminate the contract without cause (termination-for-convenience clause). There was a discrepancy with respect to the type of carpeting contained in the contract versus the design drawings accompanying the contract. In addition, in December 2005, after the contract was executed, the interior designer changed the style of carpeting to a more expensive kind. Before CB responded to this change, Questar contacted Creative Touch Interiors (CTI), another floor installer that CB had outbid initially. CTI submitted a rebid for the project. On February 23, 2006, CB responded to the interior designer change and requested an additional $33,566 to complete the job. On February 27, 2006, Questar sent an unsigned contract to CTI based on CTI’s rebid. On March 3, 2006, CB cited a math error and changed its request to an additional $103,371 above the contract price. On March 23, 2006, Questar terminated the contract. Questar stated it was terminating for cause because CB breached the contract by refusing to perform. Questar also stated that even without the breach it was permitted to terminate the contract under the termination-for-convenience clause. CB brought suit. The Circuit Court for Baltimore County (trial court) held that CB did not breach the contract and that Questar did not correctly exercise the termination-for-convenience clause. Questar appealed, arguing that it was permitted to terminate the contract for any reason it deemed appropriate.