INTEGRE HOMES LLC v. 98 SOUTH MAIN LLC (2026)

MEMORANDUM DECISION

[1] Integre Homes, LLC ¹ and Jody Snider (collectively, “Snider”) appeal the trial court's net judgment in favor of 98 South Main, LLC,² Michael Swack, and Valerie Swack (collectively, the “Swacks”) for $59,337 and the trial court's subsequent denial of Snider's motion to correct error. The Swacks cross-appeal contending the trial court erred in its calculation of damages. The parties present several issues for our review, which we revise, reorder, and restate as:

1. Whether the trial court properly interpreted the parties’ contract;

2. Whether the trial court erred when it found both parties breached the contract but failed to identify which breach constituted the first material breach; and

3. Whether the trial court's calculation of damages was clearly erroneous.

We reverse and remand.

Facts and Procedural History

[2] The Swacks owned property in the Beachwalk neighborhood of Michigan City near Lake Michigan, and they decided to invest in the property by building a house that they could then rent to vacationers. The Swacks approached Snider in 2017 and asked him to serve as the general contractor responsible for building the house. Snider recommended John Spalding to prepare design plans for the house, and the Swacks hired Spalding. After consulting with the Swacks, Spalding created a site plan “For Bidding Purposes Only - Not for Construction[.]” (Ex. Vol. 4 at 38.)

[3] After receiving the bid plans, the Swacks and Snider executed a contract for construction of the house in October 2018. The contract required Snider to begin construction of the house within 25 days, and the house was to be completed within 211 days from the date construction commenced “with reasonable extensions as required by” events outside Snider's control. (App. Vol. 2 at 49.) The contract provided that the Swacks were to pay Snider a fixed price of $595,682 for construction of the house. The contract required a ten percent down payment. The contract specified the Swacks were to pay Snider $34,568 upon execution of the contract. It also stated the Swacks were to pay Snider the remaining $25,000 of the down payment “no less than fourteen (14) days prior to the time the Contractor's work is required to commence pursuant to Article IV.” (Id. at 50.) A schedule of six “draws” governed the remaining payments from the Swacks to Snider, but the contract did not define the amount due at each draw. (Id.) The contract required Snider's work to “be of good quality, free from faults and defects and in conformance with the Contract Documents.” (Id. at 52.) The contract included a provision requiring Snider to “correct any work that fails to conform to the requirements of the Contract Documents” and a provision requiring the Swacks to give Snider written notice seven days in advance of terminating him if Snider defaulted or neglected to carry out his work in accordance with the provisions of the contract. (Id. at 55.) At the time the Swacks signed the contract, they paid Snider $34,568. They did not pay the remaining $25,000 of the down payment within 14 days, but Snider did not ask them for the payment.

[4] Snider used the bid plans prepared by Spalding to solicit bids from various vendors and subcontractors. Snider began construction of the house after he received approval from the Beachwalk Architectural and Ecological Review Committee (the “AERC”), which functioned as the neighborhood homeowner's association, and a building permit from Michigan City. On December 27, 2018, excavators found an unmarked sewer line on the lot. This discovery delayed construction because the unmarked sewer line required the Swacks and Snider to reposition placement of the house away from the center of the parcel. To reposition the house, Snider had to obtain additional permissions from Michigan City and the AERC. Before Memorial Day 2019, Snider poured the foundation for the house and built the frame. He also installed underground plumbing and “blacked in” the house, which “means that the roof has tarpaper on it and that there's – the house is pretty much enclosed.” (Tr. Vol. 3 at 64.) One of the AERC's bylaws prohibited construction between Memorial Day and Labor Day and no construction occurred during that moratorium period.

[5] The contract provided the first “draw” was “to be paid when the dwelling is ‘blacked in’ with the felt paper placed on the roof].]” (App. Vol. 2 at 50.) The Swacks paid Snider $90,000 to satisfy the first draw. On June 30, 2019, Snider sent the Swacks an invoice charging them $131,142.17 for the second draw. The Swacks paid the second invoice even though Snider had not finished the electrical and plumbing work on the house and the contract specified the second draw was not due until “all mechanicals[³ ] are installed[.]” Id. (footnote added).

[6] The Swacks visited the house in October and November 2019, but they did not observe any further progress regarding the house's construction. They also believed Snider had installed a dormer incorrectly and had not properly aligned or attached a porch footer. The Swacks finalized their selection of plumbing fixtures in December 2019. Snider had trouble obtaining the selected plumbing fixtures because of supply issues and an initial delivery of defective products. These issues delayed construction because installation of the plumbing fixtures had to occur before Snider could perform other work on the house, such as installing the internal plumbing and bathroom walls.

[7] On February 27, 2020, the AERC emailed the Swacks to ask for an update regarding construction of the house. The Swacks and Snider then spoke over the phone. During the call, the Swacks and Snider discussed mutually agreeing to part ways, and Snider talked about refunding the Swacks some of the money they had paid him. The Swacks did not terminate the contract at that time, and they discussed Snider's next steps with him. Snider arranged for subcontractors to perform additional work on the house.

[8] On March 5, 2020, the AERC sent a second email to the Swacks with a list of six deviations from the neighborhood code. The AERC did not send a copy of the email to Snider. One of the listed deviations was that the neighborhood code required houses to be built within 180 days of when construction begins and “[f]rom May 2019 to date minimal to no work has been performed.” (Ex. Vol. 4 at 77.) On March 6, 2020, the Swacks met Snider at the house site. The Swacks asked Snider to bring invoices and contracts to the meeting to demonstrate his construction expenses, but Snider did not do so because he did not think it was necessary to demonstrate his costs given that his contract with the Swacks was for a fixed price. Snider led the Swacks through the house and showed them the recent work that had been done on the house. The Swacks moved their meeting with Snider to the house of Rachel and Simon McCormac. Rachel McCormac was an AERC board member at the time, and Simon McCormac (collectively with Rachel McCormac, the “McCormacs”) worked as a building contractor. However, the McCormacs did not attend the meeting between the Swacks and Snider. At the meeting, the Swacks “said that they had lost confidence in what [Snider] was doing and they felt it was better that we parted ways.” (Tr. Vol. 3 at 73.) Snider told the Swacks that he still believed he could finish the house in time for them to rent it to vacationers that summer, but the Swacks terminated Snider.

[9] The McCormacs jointly owned Artane Construction (“Artane”). Following Snider's dismissal, Artane took over construction of the house. Simon McCormac asked Sue Downs, the Michigan City building inspector, to inspect the house, and she did so on March 10, 2020. Downs then compiled a report and emailed that report to the Swacks on March 27, 2020. In that email, Downs noted that because Snider “had not yet called for a rough inspection, it is unclear if the items noted would have been corrected prior to the inspection or not.” (Ex. Vol. 5 at 50.) She explained: “It is unfortunate that the framing inspection was done before the first builder acknowledged that he was ready for inspection. Every item of concern for me could have and maybe would have been resolved prior to inspection.” (Id. at 51.) Downs's report noted ten items that would not pass inspection and concluded: “Will enter this as a failed inspection but note that all items can be corrected.” (Id. at 53.)

[10] Artane's work in completing construction of the house included redoing some of the work Snider performed and completing other work Snider had not completed. Artane charged the Swacks over $50,000 to redo and complete Snider's work. Because of the Covid-19 pandemic, the AERC delayed the start of the traditional building moratorium period in 2020, and Artane completed construction of the house in June 2020.

[11] On June 12, 2020, the Swacks filed suit against Snider alleging breach of contract, breach of the warranty of habitability, and fraud. They asserted Snider breached the contract by not timely completing construction of the house and using defective materials and methods while working on the house. They also accused Snider of charging them for work he did not perform. On August 14, 2020, Snider filed a counterclaim against the Swacks alleging they breached the contract by not providing him with written notice seven days before terminating the contract, not giving him the opportunity to correct any alleged defects in his work before terminating the contract, and not making a required payment.

[12] Prior to trial, Snider moved for the trial court to issue findings of fact and conclusions of law, and the trial court granted Snider's motion. The trial court held a three-day bench trial and issued its judgment with findings of fact and conclusions of law on December 10, 2024. The trial court concluded that both parties failed to meet their obligations under the contract:

As general contractor Snider is responsible for the multiple defects in construction.

The Contract requires a seven (7) day written notice by the owner to Snider prior to being able to terminate him; no written notice was given; that is a material breach of the Contract.

* * * * *

Both parties breached the contract. Snider didn't build from build plans, didn't built [sic] timely and didn't build some of the house in a workmanlike manner. The Swacks didn't make the first 10% payment as required despite their protestations that Snider did not ask for the money – it was required by the Contract. The Swacks terminated the contract before completion and did not give notice regarding the termination or the defects as required by the contract. The Swack's [sic] arguments that those clauses are essentially meaningless and useless and serve no purpose are not well-founded – they are in the contract that the Swacks signed. The Swacks bought and developed this project as a commercial venture – they are more sophisticated in real estate matters that [sic] the average consumer home buyer. Most importantly they admitted to not reading the contract in its entirety before signing it on behalf of their company. It is hard for the court to place any merit upon any argument regarding the terms of the contract that the Swacks admitted to not reading.

The Swacks damages are a direct and foreseeable result of Snider's breach of contract.

Snider's loss of profits caused by his termination by Swack [sic] is a recoverable damage amount.

* * * * *

Snider testifies that the contract requires the Swacks to give him notice of the defects and an opportunity to correct them. The contract simply states that the contractor “shall correct any work that fails to conform ․” It does not state the homeowners must give the contractor the opportunity to correct the defects.

(App. Vol. 2 at 35-37.) With respect to damages, the trial court found:

Mike and Valerie Swack have been damaged by Snider's actions and defective construction and are entitled to recover the sum of $50,936.00 (the cost of Artane's repairs).

* * * * *

The Court finds that Snider still owes $36,391.00 for work not done based against payments received under the contract based upon the evidence of the state of the house and progress of construction as of the firing date.

Snider lost the benefit of his bargain because of Swacks [sic] breach – $50,000.00 he claims but the Court finds [that] to be too high by $22,000.00 based on evidence and performance and the amount of work done at the time of firing.

Judgment should be entered for 98 South Main, LLC and against Snider in the net amount of $59,337.00.

(Id. at 37-38.)

[13] On January 3, 2025, Snider filed a motion to correct error. Snider asserted the trial court's findings did not support its judgment. He argued the Swacks committed the first material breach by not tendering the entire down payment, and therefore, “the Court erred by not finding [the] contract should have been terminated, thus allowing Snider the right to pursue damages[.]” (Id. at 40.) In addition, Snider claimed “[t]he evidence does not support the Court's finding that Snider breached the contract when the evidence was [that] he was never advised of any alleged defects, had not opportunity to correct them, and was terminated without proper notice[.]” (Id. at 42.) Snider contended the trial court erred by not entering a judgment in his favor for $24,064. On January 6, 2025, the trial court issued an order summarily denying Snider's motion to correct error.

Discussion and Decision

[14] Snider appeals the denial of his motion to correct error and the trial court's judgment. The Swacks cross-appeal the trial court's judgment and argue the trial court erred in its award of damages. “We review the grant or denial of a Trial Rule 59 motion to correct error under an abuse of discretion standard.” Spaulding v. Cook, 89 N.E.3d 413, 420 (Ind. Ct. App. 2017), trans. denied. An abuse of discretion occurs when “the trial court's decision is clearly against the logic and effect of the facts and circumstances before it or is contrary to law.” Id. This standard often requires us to consider the standard of review for the underlying order. B.A. v. D.D., 189 N.E.3d 611, 614 (Ind. Ct. App. 2022), trans. denied.

[15] Upon Snider's written motion, the trial court entered findings of fact and conclusions of law pursuant to Trial Rule 52.⁴ When reviewing such findings and conclusions,

we will not set aside the findings or the judgment unless they are clearly erroneous. A finding is clearly erroneous when there are no facts or inferences drawn therefrom which support it. We neither reweigh the evidence nor judge the credibility of the witnesses, and we consider only the evidence and reasonable inferences drawn therefrom that support the findings. A judgment is clearly erroneous when there is no evidence supporting the findings or the findings fail to support the judgment. A judgment is also clearly erroneous when the trial court applies the wrong legal standard to properly found facts. In addition, we review the trial court's legal conclusions de novo.

Card v. Sprinkle, 194 N.E.3d 627, 634 (Ind. Ct. App. 2022) (internal citations and quotation marks omitted), trans. denied.

1. Interpretation of Contract

[16] Snider challenges the trial court's conclusion that the contract did not require the Swacks to give Snider an opportunity to correct the alleged defects in his work prior to his termination. “We review questions of contract interpretation de novo.” Spalding v. Utica Twp. Volunteer Fire Ass'n, 209 N.E.3d 483, 485 (Ind. Ct. App. 2023). “The goal of contract interpretation is to determine the intent of the parties when they made the agreement.” Tender Loving Care Mgmt., Inc. v. Sherls, 14 N.E.3d 67, 72 (Ind. Ct. App. 2014).

[17] Snider asserts the trial court misinterpreted the contract because when Paragraph 14.1 and Paragraph 16.1 are read together, they require the “Swacks to give notice of any non-conforming work prior to written termination.” (Appellant's Br. at 15.) Paragraph 14.1 of the contract concerned the contractor's correction of work:

14.1 The Contractor shall correct any work that fails to conform to the requirements of the Contract Documents where such failure to conform appears during the progress of the work, and shall remedy any defects due to faulty materials, equipment or workmanship which appear within a period of one (1) year from the date of substantial completion of the work or within such longer period of time as may be prescribed by law or by the terms of any applicable special guarantee required by the Contract Documents.

(App. Vol. 2 at 55.) Paragraph 16.1 outlined the procedure for termination of the contract by the Swacks:

16.1 If the Contractor defaults or neglects to carry out the work in accordance with the Contract Documents or fails to perform any provision of the Agreement, the Owner may, after seven (7) days’ [sic] written notice to the Contractor, terminate the Agreement and shall be entitled to recovery [sic] from the Contractor actual expenses incurred directly related to this Agreement and Owner expressly waives any consequential damages or the remedy of specific performance.

(Id.)

[18] Downs testified that the deficiencies she observed during her inspection were correctable and, in her assessment, likely would have been remedied had Snider been permitted to call for the inspection himself. The Swacks’ decision to terminate Snider without advance written notice deprived Snider of a seven-day period during which he could have addressed the issues documented in Downs’ report or communicated with the AERC about the alleged deviations from the neighborhood code. When interpreting a contract, we must read the agreement as a whole and adopt an interpretation that harmonizes its provisions. Ind. Gaming Co., L.P. v. Blevins, 724 N.E.2d 274, 278 (Ind. Ct. App. 2000), trans. denied. We will “make every effort to avoid a construction of contractual language that renders any words, phrases, or terms ineffective or meaningless.” Id. We “presume that all provisions included in a contract are there for a purpose and, if possible, reconcile seemingly conflicting provisions to give effect to all provisions.” Id. Applying these principles, Paragraph 14.1 and Paragraph 16.1 must be read together. Paragraph 14.1 imposes a duty on Snider to remedy nonconforming work. Paragraph 16.1 requires an advance written notice seven days before termination. Reading these provisions in isolation renders one or both meaningless. If the owner bore no obligation to notify the contractor of defects before termination, the seven-day notice requirement would serve no practical function—the contractor would lack the information necessary to remedy deficiencies during that window. Conversely, the correction duty in Paragraph 14.1 would be illusory if the owner could terminate without providing notice and a reasonable opportunity to cure. When harmonized, these provisions reveal the parties’ intent: the owner must notify the contractor of nonconforming work and provide advance written notice before termination so the contractor has a reasonable opportunity to perform corrective work. The trial court therefore erred in concluding the contract imposed no such obligation on the Swacks. See, e.g., Ryan v. TCI Architects/Engineers/Contractors, Inc., 72 N.E.3d 908, 915-16 (Ind. 2017) (harmonizing contract provisions to determine parties’ intent regarding general contractor's duties).

2. Material Breach

[19] Snider contends the Swacks’ failure to give him written notice seven days in advance of his termination was the first material breach of the contract. He notes that while the trial court found both parties breached the contract, the only breach the trial court identified in its order as a material breach was the Swacks’ failure to give him advance written notice of his termination. The Swacks counter that Snider committed the first material breach “because he did not build from the proper plans, he did not build the home in a timely manner, and he did not build some of the home in a workmanlike manner.” (Appellee's Br. at 14.)

[20] This distinction between material and non-material breaches matters because “[w]hen one party to a contract commits the first material breach of that contract, it cannot seek to enforce the provisions of the contract against the other party if that other party breaches the contract at a later date.” Coates v. Heat Wagons, Inc., 942 N.E.2d 905, 917 (Ind. Ct. App. 2011). A breach is material if it “goes to the heart of the contract, and whether a breach is material is generally a question of fact to be decided by the trier of fact.” Steve Silveus Ins., Inc. v. Goshert, 873 N.E.2d 165, 175 (Ind. Ct. App. 2007). Some factors a trial court may consider in determining whether a breach is material include:

(A) the extent to which the injured party will be deprived of the benefit which he reasonably expected;

(B) the extent to which the injured party can be adequately compensated for the part of that benefit of which he will be deprived;

(C) the extent to which the party failing to perform or to offer to perform will suffer forfeiture;

(D) the likelihood that the party failing to perform or to offer to perform will cure his failure, taking account of all the circumstances including any reasonable assurances; and

(E) the extent to which the behavior of the party failing to perform or to offer to perform comports with standards of good faith and fair dealing.

Ream v. Yankee Park Homeowner's Ass'n, Inc., 915 N.E.2d 536, 543 (Ind. Ct. App. 2009), trans. denied.

[21] The trial court determined each party failed to adhere to the terms of the contract. The trial court faulted Snider for utilizing the bid plans to build the house rather than using plans designated for construction, failing to timely build the house, and not building “some of the house in a workmanlike manner.” (App. Vol. 2 at 35.) Regarding the Swacks, the trial court found they breached the contract by not making the full ten percent down payment required by the contract and by failing to give Snider written notice seven days in advance of his termination. However, the trial court failed to identify which breaches were material and which breaches were non-material, and it did not designate which party materially breached the contract first. Instead, the trial court awarded each party compensation for the other party's breach of contract. The trial court concluded the Swacks were entitled to damages for the “direct and foreseeable result of Snider's breach of contract.” (Id. at 36.) It also found “Snider's loss of profits caused by his termination by Swack [sic] is a recoverable damage amount” and awarded Snider damages because he “lost the benefit of his bargain because of [the] Swacks[’] breach[.]” (Id. at 36 & 38.) But such a ruling is inconsistent with the principle that the first party to materially breach a contract may not seek to enforce the contract's provisions against the other party for the other party's subsequent breach of the contract's terms. Therefore, the trial court's judgment finding each party liable for breach of contract was clearly erroneous, and we reverse the trial court's decision and remand for further proceedings consistent with this opinion. See, e.g., TKG Assocs., LLC v. MBG Monmouth LLC, 259 N.E.3d 306, 318 (Ind. Ct. App. 2025) (holding trial court erred by entering judgment in favor of the seller of four trampoline park franchises when the seller was the first party to materially breach the contract), reh'g denied.

3. Damages

[22] While reversal is required because the trial court misinterpreted the parties’ contract and entered a clearly erroneous judgment, we nonetheless choose to address the adequacy of the trial court's findings regarding damages to aid the trial court on remand. Both Snider and the Swacks contend the trial court erred in its calculation of damages. “The computation of damages is a matter within the sound discretion of the trial court.” Carmichael v. Separators, Inc., 148 N.E.3d 1048, 1067 (Ind. Ct. App. 2020), trans. denied. When the trial court has entered special findings pursuant to Trial Rule 52 on the issue of damages, we will not reverse the trial court's award of damages “if it is within the scope of the evidence before the trial court.” Id. “[W]e will not reweigh the evidence or judge the credibility of the witnesses.” Atterholt v. Robinson, 872 N.E.2d 633, 645 (Ind. Ct. App. 2007). The “trial court is not required to calculate damages with mathematical certainty; rather, ‘the calculation must be supported by evidence in the record and may not be based on mere conjecture, speculation, or guesswork.’ ” Winters v. Pike, 171 N.E.3d 690, 701 (Ind. Ct. App. 2021) (quoting Jasinski v. Brown, 3 N.E.3d 976, 979 (Ind. Ct. App. 2013)). “In a breach of contract action, the measure of damages is the loss actually suffered by the breach. That said, the non-breaching party is not entitled to be placed in a better position than it would have been if the contract had not been broken.” Maples Health Care, Inc. v. Firestone Bldg. Prod., 162 N.E.3d 518, 528 (Ind. Ct. App. 2020) (internal citation omitted).

[23] While the trial court's order purports to compensate each party for the alleged breaches of the other, some of the trial court's damages findings contradict other portions of the order or lack evidentiary support. For example, the trial court found the Swacks breached the contract by failing to pay the entire down payment, but the trial court did not credit Snider in its calculation of damages for the $25,000 portion of the down payment the Swacks had not paid. In addition, while the trial court found Snider claimed $50,000 in damages, Snider testified that he suffered $74,705 in damages. Thus, the trial court's finding that Snider only claimed $50,000 in damages lacks evidentiary support, and that error impacts the trial court's total calculation of damages given the trial court also found Snider's claim of damages deserved to be discounted by $22,000. Moreover, while the trial court found the Swacks paid the second draw invoice before it was due, the trial court did not explain how it accounted for that payment in its calculation of the damages due to the Swacks. Consequently, even if we were not already reversing the trial court's order, the trial court's findings with respect to damages also would have required reversal. See, e.g., Country Contractors, Inc. v. A Westside Storage of Indianapolis, Inc., 4 N.E.3d 677, 696 (Ind. Ct. App. 2014) (concluding damage award adopted by the trial court was not supported by the evidence and reversing trial court's award of damages as speculative).

Conclusion

[24] The trial court misinterpreted the contract between the Swacks and Snider because it failed to interpret the contract in a way that harmonized its provisions. The trial court also failed to designate which of the several breaches by the parties were material or identify which party committed the first material breach. In addition, the trial court's findings with respect to damages contradicted other portions of its order and lacked evidentiary support. Accordingly, we reverse the trial court's judgment and remand for further proceedings consistent with this opinion.

[25] Reversed and remanded.

FOOTNOTES

1.   Integre Homes, LLC is wholly owned by Jody Snider.

2.   98 South Main, LLC is wholly owned by Michael and Valerie Swack, who are spouses.

3.   The parties understood “mechanicals” to mean “the plumbing, the electrical, and the HVAC.” (Tr. Vol. 3 at 65.)

4.   Indiana Trial Rule 52 states: “Upon its own motion, or the written request of any party filed with the court prior to the admission of evidence, the court in all actions tried upon the facts without a jury or with an advisory jury ․ shall find the facts specially and state its conclusions thereon.”

May, Judge.

Altice, J., and Foley, J., concur.