Roof Systems, Inc. v. Johns-Manville Corp.
130 S.W.3d 430 | Texas Court of Appeals, 14th District (Houston) | 2004
What This Case Means for Subcontractors
Roof Systems sued Gilbane and Johns-Manville after losing a school roofing contract worth a ten-year warranty. Roof Systems claimed JMC promised to issue a warranty if they used a JMC-certified sub-subcontractor, but JMC later refused. The court threw out most claims but allowed the tortious interference claim to proceed to trial because there was a genuine dispute about whether JMC's warranty statements were truthful. The court upheld Gilbane's right to terminate Roof Systems under a termination-for-convenience clause in the subcontract.
Key Takeaways
- •Termination-for-convenience clauses are enforceable—Gilbane could fire Roof Systems even without proving breach, so get clear language on what triggers termination rights before signing.
- •Verbal warranty promises from material suppliers may not hold up in court unless documented in writing—always get warranty commitments in email or signed agreements, not just conversations.
- •Tortious interference claims can survive summary judgment if you have witness testimony contradicting the other party's version of events—keep detailed notes and records of all promises made by suppliers and contractors.
Jarnigan's testimony raises genuine issue of material fact on truthfulness of JMC's statement.
Frequently Asked Question
Can a general contractor fire me under a termination-for-convenience clause even if I haven't breached the contract?
Yes, if your subcontract includes a valid termination-for-convenience clause, the general contractor can terminate you without proving you breached. This case shows courts will enforce such clauses. Always review termination language carefully before signing and understand what triggers your removal.
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