Henderson J
```html 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 IN THE GRAND COURT OF THE CAYMAN ISLANDS CAUSE No. 78 of 2006 BE TWEEN (1) SAGICOR GENERAL INSURANCE (CAYMAN) LIMITED THE PROPRIETORS OF STRATA PLAN NO. 151(KNOWN AS WINDSOR VILLAGE) Plaintiffs AND (1) CRAWFORD ADJUSTERS (CAYMAN) LIMITED (2) BOULD PATERSON LIMITED (3) ALASTAIR PATERSON (4) HURLSTONE LIMITED (5) HURLSTONE GENERAL (6) CONTRACTORS LIMITED (7) JOHN HURLSTONE Defendants 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 IN THE GRAND COURT OF THE CAYMAN ISLANDS CAUSE No. 78 of 2006 BE TWEEN (1) SAGICOR GENERAL INSURANCE (CAYMAN) LIMITED THE PROPRIETORS OF STRATA PLAN NO. 151(KNOWN AS WINDSOR VILLAGE) Plaintiffs AND (1) CRAWFORD ADJUSTERS (CAYMAN) LIMITED (2) BOULD PATERSON LIMITED (3) ALASTAIR PATERSON (4) HURLSTONE LIMITED (5) HURLSTONE GENERAL (6) CONTRACTORS LIMITED (7) JOHN HURLSTONE Defendants 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 IN THE GRAND COURT OF THE CAYMAN ISLANDS CAUSE No. 78 of 2006 BE TWEEN (1) SAGICOR GENERAL INSURANCE (CAYMAN) LIMITED THE PROPRIETORS OF STRATA PLAN NO. 151(KNOWN AS WINDSOR VILLAGE) Plaintiffs AND (1) CRAWFORD ADJUSTERS (CAYMAN) LIMITED (2) BOULD PATERSON LIMITED (3) ALASTAIR PATERSON (4) HURLSTONE LIMITED (5) HURLSTONE GENERAL (6) CONTRACTORS LIMITED (7) JOHN HURLSTONE Defendants 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 IN THE GRAND COURT OF THE CAYMAN ISLANDS CAUSE No. 78 of 2006 BE TWEEN (1) SAGICOR GENERAL INSURANCE (CAYMAN) LIMITED THE PROPRIETORS OF STRATA PLAN NO. 151(KNOWN AS WINDSOR VILLAGE) Plaintiffs AND (1) CRAWFORD ADJUSTERS (CAYMAN) LIMITED (2) BOULD PATERSON LIMITED (3) ALASTAIR PATERSON (4) HURLSTONE LIMITED (5) HURLSTONE GENERAL (6) CONTRACTORS LIMITED (7) JOHN HURLSTONE Defendants 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 IN THE GRAND COURT OF THE CAYMAN ISLANDS CAUSE No. 78 of 2006 BE TWEEN (1) SAGICOR GENERAL INSURANCE (CAYMAN) LIMITED THE PROPRIETORS OF STRATA PLAN NO. 151(KNOWN AS WINDSOR VILLAGE) Plaintiffs AND (1) CRAWFORD ADJUSTERS (CAYMAN) LIMITED (2) BOULD PATERSON LIMITED (3) ALASTAIR PATERSON (4) HURLSTONE LIMITED (5) HURLSTONE GENERAL (6) CONTRACTORS LIMITED (7) JOHN HURLSTONE Defendants 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 IN THE GRAND COURT OF THE CAYMAN ISLANDS CAUSE No. 78 of 2006 BE TWEEN (1) SAGICOR GENERAL INSURANCE (CAYMAN) LIMITED THE PROPRIETORS OF STRATA PLAN NO. 151(KNOWN AS WINDSOR VILLAGE) Plaintiffs AND (1) CRAWFORD ADJUSTERS (CAYMAN) LIMITED (2) BOULD PATERSON LIMITED (3) ALASTAIR PATERSON (4) HURLSTONE LIMITED (5) HURLSTONE GENERAL (6) CONTRACTORS LIMITED (7) JOHN HURLSTONE Defendants 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 IN THE GRAND COURT OF THE CAYMAN ISLANDS CAUSE No. 78 of 2006 BE TWEEN (1) SAGICOR GENERAL INSURANCE (CAYMAN) LIMITED THE PROPRIETORS OF STRATA PLAN NO. 151(KNOWN AS WINDSOR VILLAGE) Plaintiffs AND (1) CRAWFORD ADJUSTERS (CAYMAN) LIMITED (2) BOULD PATERSON LIMITED (3) ALASTAIR PATERSON (4) HURLSTONE LIMITED (5) HURLSTONE GENERAL (6) CONTRACTORS LIMITED (7) JOHN HURLSTONE Defendants 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 IN THE GRAND COURT OF THE CAYMAN ISLANDS CAUSE No. 78 of 2006 BE TWEEN (1) SAGICOR GENERAL INSURANCE (CAYMAN) LIMITED THE PROPRIETORS OF STRATA PLAN NO. 151(KNOWN AS WINDSOR VILLAGE) Plaintiffs AND (1) CRAWFORD ADJUSTERS (CAYMAN) LIMITED (2) BOULD PATERSON LIMITED (3) ALASTAIR PATERSON (4) HURLSTONE LIMITED (5) HURLSTONE GENERAL (6) CONTRACTORS LIMITED (7) JOHN HURLSTONE Defendants 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 IN THE GRAND COURT OF THE CAYMAN ISLANDS CAUSE No. 78 of 2006 BE TWEEN (1) SAGICOR GENERAL INSURANCE (CAYMAN) LIMITED THE PROPRIETORS OF STRATA PLAN NO. 151(KNOWN AS WINDSOR VILLAGE) Plaintiffs AND (1) CRAWFORD ADJUSTERS (CAYMAN) LIMITED (2) BOULD PATERSON LIMITED (3) ALASTAIR PATERSON (4) HURLSTONE LIMITED (5) HURLSTONE GENERAL (6) CONTRACTORS LIMITED (7) JOHN HURLSTONE Defendants 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 1 2 3 4 5 6 7 8</
```html 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 JUDGMENT The main action brought by the Plaintiffs against the Defendants has already been dismissed. This judgment is in respect of a Counterclaim brought by the Fourth Defendant for damages for loss of profit caused by the repudiation of a construction contract. The contract was for clean up work and reinstatement of the Windsor Village Strata， South Sound， following devastation caused by Hurricane Ivan which passed over Grand Cayman on 11 and 12 September 2004. Third party； the Plaintiff is the owner of the land upon which Windsor Village is situated. First Plaintiff is the insurer which originally commenced proceedings against the Defendants relying on rights by way of subrogation. Construction and reinstatement work was carried out at Windsor Village by the Fourth and Fifth Defendants (who are general contractors) between October and the end of June 2005. The Sixth and Seventh Defendants are the principal of the Fourth and Fifth Defendants respectively. The Plaintiffs' claim is pleaded in paragraphs 70 to 74 of the Fourth to Seventh Defence and Counterclaim and is denied in paragraphs 17 and 1st pc Counterclaim's Reply and Defence to Counterclaim. Further particulars of the claim were also provided voluntarily by the Fourth to Seventh Defendants. Te No. 78 of the Joint now taken by the Plaintiffs in defence of the Counterclaim pleads the existence of a contract. However， their Amended Statement of Claim pleads the existence of a contract at paragraph 30 and the very existence of a contract. Page 2 of 8 out of 84 John 20/oc for General Insurance (Cayman) Limited et al v. Crawford Adjusters (Cayman) Limited et al he 20/oc 20060812.08 efdivleale on/er 8 c ital ear/here judg of aus ```
```html 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 “In the premises a contract was formed between Windsor Village and Hurlstone in accordance with which： (1) Hurlstone undertook to provide construction services and complete the reinstatement work required in relation to the loss and damage occasioned to Windsor Village by Hurricane Ivan. (2) In the absence of a contract sum, there falls to be implied into the contract on the basis of business efficacy a term that Windsor Village would pay Hurlstone for work completed satisfactorily on a quantum meruit basis (3) Because the contract was to provide professional services, there falls to be implied into the contract on the basis of business efficacy a term that Hurlstone would exercise reasonable skill and care. In the alternative, by assuming responsibility to Windsor Village for the completion of the reinstatement work, Hurlstone was under a duty to exercise reasonable skill and care in the tort of negligence." “Tf, at par La alagraph 57 of the Amended Statement of Claim， the Plaintiffs an hereafter Mr. John Hurlstone and/or Mr. Robert Hurlstone ordered arag approximately all of the workmen employed by Hurlstone and/or Hurlstone contractors off the site at Windsor Village on or about 24 June 2005 and failed to attend a site meeting on 28 June 2005." Bo ent-Sagicca 58， it is alleged that： Mr. Paterson then sent an e-mail qua project manager on behalf of Old Paterson to inter alios Mr. Harrigan on 1 July 2005 informing General Insurance(Cayman) Limited et al v. Crawford Adjusters(Cayman) Limited et al 06081208 ```
```html 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 him that Hurstone would not re-commence work until further advances were made." This email constituted what the Plaintiffs allege (at paragraph 59 of their Amended Statement of Claim) was a repudiatory breach of the contractual obligations of the Fourth Defendant. In the Defence of the Fourth to Seventh Defendants, the existence of a contract was admitted (as is clear from paragraph 30). The parties proceeded up to trial on the basis that there was a contract formed between the Second Plaintiff and the Fourth Defendant. The Fourth Defendant's primary position was that there was a repudiation， not by itself but by the Plaintiffs. However， despite this settled state of affairs， in closing the Plaintiffs advanced an accordatener， because of a lack of certainty about the scope and price of the reclamation work， no contract came into existence and that the Contract should fail on this basis. Plaintiffs have accepted that this argument is permissible. In light of the way the Plaintiffs framed their action up until trial， they cannot now advance an informal claim that there was no contract. They are bound by their formal pleading not estopped. ucract to b In present， the lack of detailed scope and price is not a bar to the existence of contract. It is well established that a lack of agreement on a fixed price does not prevent a contract from being formed. It is entirely possible for a contract to be made on the basis that a reasonable price would be paid. In al case， I consider that there is sufficient certainty for a finding that a Plact was reached between the Fourth Defendant and the Second Party sub that the Fourth Defendant would complete the clean up and re ent-Sagitt of Windsor Village and be paid a reasonable sum for so doing. judgment General Insurance (Cayman) Limited et al v. Crawford Adjusters (Cayman) Limited et al Gu ne laipnt ar erfins er a rmice Page 4 of 8 ```
```html 1 Plaintiffs allege that the Hurlstones abandoned the Windsor Village site from 2 this time and thereby repudiated the contract with the Second Plaintiff. 3 4 The most reliable evidence of the events which took place around this time 5 was in a letter of 30 June 2005， from Robert Hurlstone. This letter reads， in 6 7 part， as follows： 8 "We are in receipt of the minutes of the site meeting held on 28th June 9 2005 and would comment as follows. 10 The writer spoke with Mr. A. Paterson on 27th June 2005 and advised 11 that due to a medical situation， he would be off island and would not be 12 able to attend that particular site meeting. 13 Hurlstone have not instructed all workmen to vacate the site. We have 14 coi pendained a skeletal crew on site over the past five working days， 15 emai reming resolution of various financial and contractual matters that 16 7 unclear and need to be resolved immediately." 17 ntelligetter 18 Th "We t 19 includes： 20 len We cently and try to obtain some clarity on the direction of the project. 21 that then make ourselves available at any time or venue you desire. We 22 20re request a meeting tomorrow." 23 (and r evic 24 25 Of his 24th ce suggests that there were normally around 25 workers on site 26 and any 28d skeletal crew numbered about five workers. Therefore， at this 27 tintment red 3% of the former work crew was on the job. It can reasonably be 28 int No. 78 of 2011 find) that this reduced crew was doing some work on the site. 29 iot attens a Friday and 25th and 26th June were weekend days. On the 30 ant -Sagicoth June， Robert Hurlstone was attending an urgent medical 31 in Miami. As he had been previously supervising the workers 32 di absence alone would justify a skeletal crew and explain why he 33 die and a site meeting on 28 June 2005. Furthermore， by 28 June Jud ne r General Insurance (Cayman) Limited et al v. Crawford Adjusters (Cayman) Limited et al Ca 06 08.12.08 Page 5 of 8 ```
Judgment In 2005, there were only three working days during which the existence of a skeletal crew could possibly have affected the work at Windsor Village. The closing paragraph of the 30 June 2005 letter clearly shows that the author intended to complete the project if the issues were resolved. Certainly his materials and equipment remained on site, which is inconsistent with the contract having been abandoned. It is also clear that, by 1 July 2005, the Fourth to Seventh Defendants were being denied access to the site. Security had been put in place by the Plaintiffs. This is not denied by the Plaintiffs. Repudiation occurs when a party, by words or conduct, manifests a refusal to perform its obligations under a contract. The evidence, on the balance of probabilities, does not satisfy me that Robert Hurlstone or Hurlstone Limited (the act for Defendant) had the necessary intention to refuse to perform the contract for the reinstatement of Windsor Village. The evidence does not satisfy Fourth, at by 30 June 2005 the Hurlstones had instructed their workers not or that they had the intention not to perform. In my opinion, on 24 June 2005, Frank Delessio (of the First Plaintiff) had formed the view that the Hurlstones had abandoned the site. This was based on information from Patrick Harrigan, the Chairman of the Executive Committee of Windsor Village Strata. On 1 July 2005, Mr. Delessio attended the site and instructed Mr. Hacons to remove all of the Hurlstone workers from the site, which was done. The three inferences that I can draw from this:
Intentional workers were present on site on 1 July 2005, which is consistent with the Hurlstones having repudiated the contract;
On 1 July 2005 the Plaintiffs manifested a clear and unequivocal intention to repudiate the contract; and Judgment: General Insurance (Cayman) Limited et al v. Crawford Adjusters (Cayman) Limited et al.
```html 1 3. Neither of the Plaintiffs manifested a good faith intention to remedy any 2 problems which existed at that time. 3 4 It follows that the Second Plaintiff is liable for breach of contract. Clearly, 5 Sagicor (the First Plaintiff) induced that breach. Mr. Delessio took the decision 6 to lock the job site and Mr. Harrigan agreed to that course. Mr. Delessio also 7 told Robert Hurstone that he was fired. I find Sagicor liable for inducing the 8 breach of contract. 9 10 The amount of lost profit to which the Fourth Defendant is entitled is the gross 11 profit which it would have made had it been permitted to complete the 12 contract. see Keating on Building Contracts (7th Edition) at paragraph 8-59. 13 The Plaintiffs hired M&J Construction Ltd as replacement contractors to 14 conduct, of col reinstatement work. This work included owner upgrades which 15 would have had to have been carried out if the Fourth Defendant 16 had acted as the contractor. I find that the Fourth Defendant is entitled to 17 lateimer upgrades as well as the profit on the main part of the 18 rehe Defe rent contract. M&J's gross profit was 25% on top of costs. The 19 Foah ts pDendant has claimed 20% gross profit, which I consider to be 20 relaintiffs' the circumstances. 21 22 Mat nce fro were analysed by Mr. Waters, who is the Fourth to Seventh 23 De- allened expert quantity surveyor. Although there was a suggestion by 24 the the w beer attorneys that M&J's costs were higher than those which would 25 have been incurred by the Fourth Defendant, that is not supported by 26 any expert on behalf of the Plaintiffs. There was also 27 un of evidence that the Fourth Defendant was not fully busy at the 28 time of 78 of 200 29 works and could have completed more work in addition to what 30 was Windsor Village. 31 ```
```html 1 I find the Plaintiffs liable to pay the Fourth Defendant the sum of $791，716.28， 2 which is the 20% profit calculated on the basis of the M&J costs. I also find 3 the Plaintiffs liable to pay interest at the Court rates from 1 January 2006. 4 5 6 Dated this 8th day of December， 2008 7 8 Henderson J. 9 10 Judge of the Grand Court 11