Executive Summary: Key Legal and Evidentiary Issues

• The central dispute concerned whether the parties' agreement was a fixed-price contract or one governed by quantum meruit principles.
• Substantial post-agreement changes to the building plans and scope of work — made without any agreement on costs — caused the original fixed-price contract to evolve into a quantum meruit arrangement.
• Contract authenticity was contested, with Ms. Huffman relying on the July 25, 2020 quote and Mr. Pollock asserting the operative agreement was the Final Revised Quote 36 dated August 15, 2020.
• Independent documentary evidence, including text messages and business records, undermined Ms. Huffman's credibility and supported Mr. Pollock's account of the agreement.
• Ms. Huffman's counterclaim for deficiency damages failed because she neither notified Mr. Pollock of the alleged deficiencies nor gave him an opportunity to remedy them.
• As the breaching party, Ms. Huffman was barred from claiming damages arising from her own failure to pay the outstanding invoice.

Facts of the case

The plaintiffs, Kirk Brian Pollock and Pollock Construction Ltd. (collectively, "Mr. Pollock"), entered into an agreement with the defendant, Jennine Marsha Huffman ("Ms. Huffman"), for the construction of a residential home on property she owned at 16 Huston Street, Millbrook, Ontario. Ms. Huffman had purchased the vacant lot on April 23, 2020, for $50,000, intending to build her principal residence. She initially acted as her own general contractor while engaging Mr. Pollock and other tradespeople.

Between July and August 2020, Mr. Pollock provided Ms. Huffman with three written quotations. The first, dated July 25, 2020 (Quote 32), was for $378,391.80. Two further revised quotes were issued on August 15, 2020: a First Revised Quote 36 for $419,874.71 and a Final Revised Quote 36 for $423,248.51. Ms. Huffman paid a deposit of $68,511.90 on August 18, 2020, and Mr. Pollock commenced work on September 11, 2020. A second payment of $132,216.78 was made on November 5, 2020, bringing total payments to $200,728.68. Multiple township inspections — covering footings, backfill, plumbing, framing, and insulation — were conducted between September 2020 and March 2021, each passing successfully.

Policy terms and contractual clauses at issue

The parties disputed which quote governed their agreement. Ms. Huffman maintained that Quote 32 (July 25, 2020) formed the contract and that it contemplated only three payments — a downpayment, a second payment, and a final payment upon completion — with the project to be finished by December 25, 2020. Mr. Pollock countered that the operative agreement was Final Revised Quote 36 (August 15, 2020, at $423,248.51), and that none of the quotes contained any terms limiting payment milestones or imposing a completion date.

As construction progressed, Ms. Huffman revised the building plans and made substantial changes to the scope of work — including modifications to the foundation design, changes to door schedules, and the removal of several items such as siding, windows, kitchen cabinets, drywall, railings, and flooring — without any agreement on the associated costs. Mr. Pollock subsequently shifted to a cost-plus invoicing format, as reflected in his email of March 17, 2021, which charged actual costs plus a 15% overhead fee and a 10% project management fee. A revised invoice (#112) dated April 20, 2021, reduced the total to $113,642.70 — a reduction of $6,268.76 — by removing the 10% project management fee on employee labour and applying a 5% reduction on the cost-plus portion for employee labour. Ms. Huffman declined to pay, stating she would not remit further funds until water and sewer connections were completed and all outstanding matters resolved.

Court's reasoning and analysis

Justice Woodley found that the July 25, 2020 quote relied upon by Ms. Huffman was never agreed upon by the parties and did not form the basis of their contract. Independent records — including text messages from August 23, 2020, in which Ms. Huffman referred to "the latest revised quote" without objection — substantiated Mr. Pollock's position that Final Revised Quote 36 was the operative starting point. The court also found no evidence of any agreed payment structure limited to three instalments or any agreed completion date of December 25, 2020; none of the quotes contained such terms.

Notwithstanding the initial agreement based on Final Revised Quote 36, the court held that the subsequent and substantial revisions to the building plans and scope of work — made without any agreement on pricing — meant that neither party could identify the operative contract price. In these circumstances, the court applied quantum meruit principles, consistent with the approach in Summers v. Harrower, 2005 CarswellOnt 7953, and D & M Steel Ltd. v. 51 Construction Ltd., 2018 ONSC 2171. Even if the fixed-price framework had remained in place, the court noted that the scope changes were so fundamental that the original contract framework had ceased to apply. Expert evidence from Joseph Emmons of Abacus Construction Consulting — accepted by Ms. Huffman herself as appearing accurate — established the fair market value of Mr. Pollock's services at $374,772.95, leaving a balance of $174,044.27 after accounting for payments already made. Mr. Pollock, however, limited his claim to the amount of his revised invoice: $113,642.70.

On the question of water and sewer connections, the court noted that Mr. Pollock's original quotations contained no provisions for those services, and that a Locate Request completed on August 4, 2020, revealed the property had no existing water or sewer infrastructure — a fact that only came to light on December 10, 2020, when the Township advised Ms. Huffman for the first time that there was no water or sewer connection at the property. The court found that Ms. Huffman's refusal to pay the outstanding invoice until those connections were completed was not a valid basis for withholding payment.

Ms. Huffman's counterclaim for $57,563.89 in deficiency damages was dismissed. The court found that she had not notified Mr. Pollock of any alleged deficiencies following his departure from the site on May 5, 2021, nor had she given him any opportunity to address them, as required by the principles set out in Rocksolid v. Bertolissi, 2013 ONSC 7343. The court further held that Ms. Huffman, as the breaching party, was not entitled to damages arising from her own breach of contract.

Ruling and overall outcome

The plaintiffs succeeded in full. Justice Woodley granted judgment in favour of Mr. Pollock in the amount of $113,642.70 on a contractual quantum meruit basis, together with pre-judgment interest from April 4, 2021, in accordance with the Courts of Justice Act. Ms. Huffman's counterclaim was dismissed entirely, with no amounts awarded in her favour. As the successful party, Mr. Pollock is also entitled to his costs of the action; failing agreement between the parties, a costs submissions process was established with deadlines set at 45, 60, and 65 days from the date of judgment respectively. The exact quantum of costs had not been determined at the time of the decision.