Winforge, Inc. v. Coachmen Industries, Inc.

Dist. Ct. did not err in finding after bench trial that defendants did not breach construction contract since parties had not entered into final enforceable contract under Virginia law. Record showed that while parties had signed agreement that contained preliminary scope of work provision, parties continued to negotiate and were unable to reach final agreement as to scope of work to be performed by parties that precluded finding that signed agreement was enforceable contract. Fact that defendants did not challenge validity of contract in their answer did not require different result where existence of valid contract was not affirmative defense under Virginia law. Moreover, Dist. Ct. did not err in alternatively finding that defendants did not breach agreement that called for defendants to build certain modular units for new hotel where record supported Dist. Ct.'s finding that plaintiffs own failure to obtain certain building permits precluded defendants from performing under said contract.