Background:

Great Northern Grain Terminals Ltd. (Great Northern) engaged Allmills Construction & Maintenance Inc. (Allmills) to upgrade a grain handling facility. Allmills provided an agreement labeled “Quote”, which specified a price and required written change orders for any modifications. After completing the work, Allmills invoiced Great Northern, which paid the initial amount but refused to pay additional invoices, arguing the work was either within the original scope or unauthorized. Allmills sued for payment, while Great Northern counterclaimed for work deficiencies, repair costs, and lost profits.

Trial Decision:

The trial judge awarded some damages to Allmills and dismissed Great Northern’s counterclaim. However, key legal and factual issues remained unresolved, including:

• Whether the contract was a quote or an estimate.
• Whether the disputed work was within the original scope or extra.
• Whether authorization was properly obtained.

Although the trial judge correctly stated the legal test for invoicing extra work, he failed to make necessary factual findings to confirm Allmills met this test. The counterclaim analysis was also flawed, as it relied on inconsistent theories and ignored relevant evidence.

Appeal Decision:

Due to errors of law and the failure to resolve essential factual issues, the appeal was allowed, and a new trial was ordered for both the claim and counterclaim. The parties remain free to pursue alternative dispute resolution. Monetary award was not specified in the decision.