Ranger Construction Industries, Inc. v. Martin Companies of Daytona, Inc.

Ranger Construction Industries, Inc. (Ranger) (plaintiff) entered into an asset-purchase agreement (APA) to purchase the assets of Martin Companies of Daytona, Inc. (Martin). The APA included a contractual indemnity clause that explicitly indemnified Ranger against any customer warranty claims related to work Martin performed prior to its acquisition by Ranger. Approximately one year later, Ranger filed a third-party complaint against Martin related to allegedly defective work Martin had performed on a construction project for Ormond Beach, L.P. (Ormond) prior to the execution of the APA. Because Martin’s work was allegedly defective, Ormond refused to pay Ranger for Martin’s work after Ranger took over and completed the project. Ranger filed a contractual-indemnity claim against Martin and included a copy of the APA as an exhibit. The complaint did not explicitly state that breach of warranty was the basis for Ranger’s contractual-indemnity claim, but the complaint did allege sufficient facts to support a breach-of-warranty claim. Martin moved for summary judgment, arguing Ranger failed to state a cause of action because Ranger failed to properly plead breach of warranty in its complaint. Ranger moved for leave to amend the third-party complaint. The trial court denied Ranger’s motion to amend and rendered summary judgment in Martin’s favor. Ranger appealed, arguing that the trial court’s ruling was erroneous (1) because Ranger properly stated a cause of action for contractual indemnity; and (2) because Ranger’s complaint alleged sufficient facts to support a breach-of-warranty claim, the trial court should not have issued summary judgment solely based on Ranger’s failure to explicitly state it planned to raise a breach-of-warranty claim.