Scherer Construction, LLC, a Wyoming Limited Liability Company, Appellant (defendant) v. Hedquist Construction…

Summary

In consolidated appeals arising from a road-reconstruction subcontract, the Wyoming Supreme Court explicitly adopted § 205 of the Restatement (Second) of Contracts and held that parties to a commercial contract may bring a claim for breach of the implied covenant of good faith and fair dealing based on a contract theory; it reversed the summary judgment that had disposed of that claim solely for lack of a tort-style 'special relationship' and remanded for reconsideration. The Court affirmed summary judgment for the contractor on the cardinal change doctrine claim, declining to extend the doctrine to a subcontractor adversary that did not issue the change order. In the companion appeal, it affirmed the bench-trial judgment that the contractor withheld payments without giving the subcontractor reasonable written notice to repair defective work, denying the contractor's set-off.