Thus Masterpiece argued that it had done so in the best interests of both the parties involved.
John W. Ralls in "Subcontractor May Pursue Claim for Breach of the Implied Covenant of Good Faith and Fair Dealing in Contract but May Not Pursue a Cardinal Change Theory." June 11, 2001 explains a similar case in Wyoming.
Grocery argued that it was not mentioned that the contract would not be handed over to a sub-contractor without the consent of both the parties because the agreement was signed by a trainee, who was not even a major and had no idea or experience about the subject. Thus, the validity of the agreement itself was in question. Also, the quality of construction of the building was very poor, thus putting Grocery's reputation at stake. Grocery is a renowned brand all over the US and is known for its stores and products. The major argument, however was that Masterpiece failed to inform Grocery about the subcontracting of the work to Build To Fall, which was a breach of trust.
The Hon'ble court gave the judgment that Masterpiece had indeed resorted to a breach of trust and ordered Masterpiece to redo the whole job, without any extra compensation and within a time-period of four months; or else pay a damage claim of $ xyz.
"The parties agree that this is a case of first impression in Missouri as Missouri courts have not specifically addressed whether a creditor is obligated to apply proceeds from a foreclosure sale to all loans in default secured by the same collateral pursuant to a master or umbrella loan agreement. Both parties claim the resolution of the matter is governed by section 400.9-601(a), which provides in pertinent part,
(a) After default, a secured party has the rights provided in this part and, except as otherwise provided in section 400.9-602, those provided by agreements of the parties. A secured party:
(1) May reduce a claim to judgment, foreclose, or otherwise enforce the claim, security interest, or agricultural lien by any available judicial procedure;
and section 400.9-615(a), which provides in pertinent part,
(a) A secured party shall apply or pay over for application the cash