Centerplan Construction Co., LLC v. Hartford

Summary

The court held that the parties’ agreements allocated control and responsibility for the architect differently across three periods, and that the term sheet did not resolve every issue as a matter of law. It further held that the term sheet did not unambiguously waive DoNo’s pre-term-sheet claims or eliminate Centerplan’s notice-and-cure rights, requiring factual determinations concerning control, ratification, termination procedures, and futility. The judgment was reversed and a new trial ordered.