THE EASTERN CARIBBEAN SUPREME COURT
IN THE HIGH COURT OF JUSTICE
SAINT VINCENT AND THE GRENADINES
HIGH COURT CIVIL CLAIM NO. 479 OF 2005
SIM ADAMS AUDAIN
Mr. Jomo Thomas for the Claimant
Mr. Joseph Delves for the Defendants
2009: September 23
2012: December 10
 BRUCE·LYLE, J: -. This is a claim brought in contract by the Claimant for
EC$96,911.78. The basis of this claim is a written contract dated May 26th 2005 entered
into between the Claimant and the Defendants for the construction of a dwelling house at
Lodge Village, St. Vincent by the Claimant for the Defendants. The contract sum for the
construction was EC$362,476.82.
 On the 17th October 2005, the Defendants, according to the Claimant, stopped him from
continuing building the house. [31 The Claimant therefore claimed that the Defendants owe him money for work done up to
his being stopped from continuing building the house and that he suffered loss and
damages which he particularized as follows:
(i) Payment for work done: EC$58,611.28.
(ii) Labor cost for 2 weeks: EC$7,300,50.
(iii) Loss of profit because of having to refuse other contracts: EC$30,OOO.OO.
(iv) Cost of transporting water for 5 months: EC$1,OOO.OO.
 The Defendants however, by their defence and counterclaim maintained that:
(i) The contract was both written and oral;
(ii) The (written) memorandum of agreement does not reflect the agreement between
(iii) That they asked the Claimant to leave but did not threaten or use violence in so
doing as alleged by the Claimant;
(Iv) That the request to the Claimant to leave came as a result of material and
consistent breaches of the contract by the Claimant;
(v) That the Claimant’s breaches included removing plywood from the worksite, failing
to put in any plumbing inlets and charging $36,247.68 for mobilization which was
(vi) That the Claimant listed amounts of and price for materials that were grossly
inflated; for example the Claimant’s estimate called for 60 sheets of 20-foot
galvanize at $10,948.00, when the house only need 29 sheets at a cost of
$4,830.00 in total.
The Defendants further maintained that the Claimant was the one who breached the
[5J (1) Whether there was a breach of contract.
(2) If there was abreach, who breached the contract?
(3) Who then is liable to pay damages?
These are the three main issues, which to my mind are necessary to resolve this case.
 It is trite law, that in interpreting contracts the Court tries to ascertain the intention of the
parties. Generally, the Court is limited in the search for the intention to the consideration
of the document itself:
“If there is one principle more clearly established than another in English Law it is
surely this: It is for the Court to construe a written document. It is irrelevant and
improper to ask what the parties, prior to the execution of the Instrument, intended
or understood” – Per Cozens-Hardy MR in LOVELL &CHRISTMAS LTD v WALL
(1911) 104 CT 85,
In the more recent case of PREMM v SIMMONDS (1971) 3 All E.R. 237, Lord Wilberforce
gave the reason for not allowing recourse to the negotiations to establish intention. He
“Such evidence is unhelpful, because only when the contract is finally made is
there a consensus, and until that time the parties’ respective intentions may
change, or be refined, There can be no ignorance, therefore, that an intention
appearing during negotiations has remained constant until the time of contracting.
In those circumstances, it is thought safer to rely on the words of the document
 The authorities are myriad in relation to the approach the Courts must use in interpreting
commercial contracts as the one in issue in this case. Lord Diplock in the case of
MAUNAIINVESTMENTS CO. LTD. v EAGLE LIFE ASSURANCE CO. LTD. (1997) AC
“In determining the meaning of the language of a commercial contract the law
generally favours a commercially sensible construction. The reason for this
approach is that a commercial construction is more likely to give effect to the
intention of the parties, Words are therefore interpreted in the way in which a
reasonable commercial person would construe them. And the standard of the
reasonable commercial person is hostile to technical interpretations and undue
emphasis on niceties of language.”
 The Defendants in their case through their defence and counterclaim maintained that the
contract was both written and oral, and that the written memorandum of agreement does
not reflect the agreement between the parties. They also put forward that they did ask the
Claimant to leave the construction site but did not threaten or use violence in so doing.
This to me is neither here nor there if they used threats or violence or not. The fact as I
find it and admitted by them, is that they did ask the Claimant to leave the job.
[9J But the Defendants go further to say this was because of material and consistent breaches
of the contract by the Claimant; which they say included removing plywood from the
worksite, failing to put in any plumbing inlets and charging $36,247.68 for mobilization
which was not warranted; and that the Claimant listed amounts of and price for materials
that were grossly inflated. They gave as example that the Claimant’s estimate called for
60 sheets of 20-foot galvanize at $10,948.00 when the house only needed 29 sheets at a
total cost of $4,830.00. They steadfastly maintained that it was the Claimant who was in
breach of the said contract.
[’10] I have closely examined the evidence adduced by the Defendants in this case. I am not at
all convinced. In applying the principles alluded to earlier in this judgment to the facts of
tllis case as testified to by the Claimant on his own behalf and one other witness, and the
evidence from the two defendants, it is pellucidly clear that the Claimant acted in keeping
with the signed contract. There is no where in the Defendants’ case where they complain
of the quality of work of the Claimant. I am satisfied from the evidence that the Claimant in
keeping with the signed contract performed quality work, acted in a workmanlike manner,
remained on schedule to finish the house in the stipulated time, even as he made additions
and adjustments as demanded by the Defendants.
[11J A glance at the contract affords one a clear intention of the parties. The contract is
couched in clear and simple language. Clause One of the contract called for the Claimant
to “the reasonable satisfaction of the owners, well and properly carry out work … to
construct a dwelling house in accordance with the drawings and for the price of
$362,486.82.” Clause Four states that the contractor shall provide some materials and all
labour at his own cost. Clause Six stated that all work shall be completed in a
workmanship manner. Clause Seven stated that all charges orders shall be in writing and
signed by both the owners and the contractor.
4  There was no evidence adduced at trial that the Claimant was removed from the building
site because he failed to work to the reasonable satisfaction of the Defendants. In fact,
under cross-examination, both Defendants admitted that they had no problem with the
quality of work performed by the Claimant. They never questioned his workmanship. The
contract also called for the contractor to provide some materials and labour at his own
cost. The Claimant explained that when he was removed from the job, the material or
plywood which he took with him, as stated also by the Defendants, were those he had
purchased and for which he had the right to take with him. In fact, the Defendants in their
evidence have not satisfied me, and have been unable to say with precision that the
Claimant took aquantity of material that was theirs and not the Claimant’s.
 The area or issue in this case that to me is most important is Clause Seven of the
Contract. This Clause demanded that all charge orders shall be in writing. There were
never any written agreements to change anything agreed to in the contract. But from the
evidence adduced in the case by both sides there was disagreement as to what materials
the owners were to buy as per the contract. From the Claimant’s evidence they agreed on
tiles, toilet and other vanity fittings, while the Defendants from their evidence seemed
intent on buying everything with the Claimant only supply labour.
 I remind myself from the myriad of authorities on point and as cited elsewhere in this
judgment, that where there is disagreement the law allows for interpretation. So the
question I ask myself in trying to resolve this issue as relating to Clause Seven is this
What did the parties intend when they contracted in Clause Four that the contractor shall
provide some materials and all labour? The rule to answer this question is trite; in that
where there is doubt the Court adopts the standard of the reasonable man.
 I accept, and adopt the Claimant’s Learned Counsel’s submission that the standard in the
construction trade is for the contractor to buy all of the basic material necessary for
completion of the house. The option is always open to the homeowners to decide on and
even purchase other materiaL like toilets, paint quality, colour and faucets. I find it
inconceivable and an imaginative stretch bordering on the ridiculous, for anyone to
conclude that a contractor will agree to build a house and give up the right to purchase
material. I contend that it is within that very right to purchase labour and building materials
that acontractor makes his profit.
 In this regard, I conclude that even if the most liberal interpretation is given to the contract,
one would have to stretch credibility to conclude that the Claimant breached the contract in
the clear circumstances of this case. I also conclude that having regard to the standard of
reasonableness, the Claimant acted properly and that the demands and actions of the
Defendants as per Clause Seven of the contract and also Clause Four were unreasonable
in the circumstances.
 Did the Defendants asking the Claimant to leave the construction site not strike at the very
root or essence of the contract? I would say, yes. It was arbitrary and without proper
reason having regard to all the circumstances of the case as revealed by the evidence
FEDERAL COMMERCE v MOLENA ALPHA INC (1979) 1AER at page 319.
 As stated earlier in this judgment and my analysis of the contract and the evidence before
me, I reject the Defendants’ case. Their position is an attempt to confuse the Court with
figures and perceived discrepancies in prices of items purchased which have no basis as
per the contract of agreement signed by themselves and the Claimant. The Defendants
from the very beginning of the contract, refused to pay for mobilization costs, paid monies
late, or paid monies which were less than the agreed installments. In clear violation of the
contract, the Defendants demanded that they make all of the purchases for the materials
to construct the house. They also made changes to the design of the original plan and
additions, all of which the Claimant tried to fit into the contracted price as per the
agreement. Subsequent to these disputes, the Defendants and or their agents stopped
the Claimant from continuing construction on the 17th October 2005. Construction had
commenced on or about 1sl June 2005.
 Subsequent to all these developments the Defendants refused to pay monies owed to the
Claimant, and the Claimant has to my mind suffered loss and damClges as a result of the
 in view of the above analysis of the case, and findings in relation to the issues to be
determined, this court finds:
(a) That there was abreach of contract;
(b) That the Defendants are liable for the breach of the contract in issue;
(c) That the Defendants are liable to pay damages for this breach.
1:21] Having thus found, I dismiss the Defendants’ case and counterclaim. As regards damages
the Claimant demands nothing more than he is owed. Cheshire, Fifoot and Furmston
14th Edition at page 659 states:
“Historically, it has been treated as clear in principle that which is to be recovered
by way of damages is the loss which the Claimant has suffered, and not the profit
which the defendant has made.”
 Therefore, as per the Claimant’s claim, I award the sum of $58,611.28 as payment for
work done; labour costs for 2 weeks at $7,300.50, cost of transporting water for 5 months
$1,000.00. I would also award the sum of $30,000.00 as loss of profit for having to refuse
other contracts whilst on the Defendants’ construction, a sum which I consider to be
reasonable in the circumstances. I Will also award costs in the sum of $8,000.00 to be
paid to the Claimant.
Justice Frederick V. Bruce-Lyle
HIGH COURT JUDGE