Wiley v. Haynes: Ambiguous Construction Contracts, Parol Evidence, and Cost-to-Repair Damages in West Virginia

I. Introduction

The Supreme Court of Appeals of West Virginia’s memorandum decision in James Wiley d/b/a Wiley's Construction v. Christopher Haynes (No. 24-364, Nov. 25, 2025) addresses classic but frequently litigated issues in construction contract law:

• When is a written construction contract “ambiguous,” and when may courts use parol evidence (extrinsic evidence) to determine its terms?
• How do West Virginia courts measure damages for defective or incomplete construction?
• How do appellate courts treat claims that the contractor’s breach was excused because the owner allegedly locked the contractor out?

The case arises from a custom log cabin project in Mercer County, West Virginia. The homeowner, Christopher Haynes, sued contractor James Wiley, doing business as Wiley’s Construction, for breach of contract, claiming inadequate and incomplete work on a log home that was to include a basement. The dispute turned heavily on whether the written contract—which did not mention a basement—nevertheless obligated Wiley to construct and finish one, and on the proper calculation of the cost to repair and complete the home.

After a three-day bench trial, the Circuit Court of Mercer County found the contract ambiguous, admitted and relied on extrinsic evidence, determined that a finished basement was within the scope of the agreement, found Wiley in breach for failing to complete the work in a workmanlike manner, and awarded Haynes:

• $151,973.30 in compensatory damages (cost to repair and complete the cabin), and
• $5,000 labeled as “punitive damages” for annoyance, aggravation, and inconvenience.

The Intermediate Court of Appeals (ICA) affirmed. Wiley then appealed to the Supreme Court, arguing primarily that:

1. The contract was not ambiguous, so parol evidence should not have been admitted to add a “finished basement” obligation.
2. The damages award was excessive and improperly included items beyond the contract scope.
3. The ICA failed to address his argument that Haynes breached first by locking him out of the property.

The Supreme Court summarily rejected these arguments and affirmed, emphasizing established West Virginia rules on:

• Determining contract ambiguity and using extrinsic evidence (Harrell v. Cain; Watson; Buckhannon Sales),
• Measuring damages in building contract cases (Steinbrecher; Trenton Construction; Miller v. WesBanco), and
• Error preservation and the effect of a motion for a new trial (Miller v. Triplett).

II. Factual and Procedural Background

A. The Project and Initial Understandings

In 2016, Haynes purchased a log cabin kit. He later contacted Wiley to build it. The first key meeting occurred at the future homesite:

• Excavation for a basement foundation had already been performed before Wiley arrived.
• Haynes provided a drawing of the finished cabin he envisioned, and he “requested a basement foundation.”
• Wiley sketched a “general basement layout,” including windows and doors. That sketch later went missing.

These pre-contract events became central extrinsic evidence once the circuit court deemed the written contract ambiguous.

B. The Written Contract and Addendum

On May 24, 2017, the parties executed a written contract under which:

• Wiley agreed to construct the exterior of the log cabin for $33,000.
• Wiley agreed to perform the plumbing.
• Wiley agreed to provide the names of other contractors for:
  • the foundation,
  • electrical wiring, and
  • sheetrock work.

Crucially, this contract did not expressly mention a basement, either as part of the foundation or as finished living space.

Haynes’ bank, however, required a contract for a full and complete structure to support a construction loan. On August 10, 2017, the parties executed an addendum:

• Wiley agreed to complete both the exterior and interior of the log cabin.
• The total contract price became $195,000.
• Wiley prepared a draw schedule detailing the phases of construction.

The bank’s pre-construction appraisal valued the completed cabin at $275,000, and Haynes obtained a construction loan of $196,898.69. Again, neither the addendum nor the initial contract explicitly referenced a basement.

C. Performance, Dispute, and Litigation

Wiley began construction after another contractor completed the foundation. He worked on the cabin from late August 2017 until March 2018, when Haynes allegedly told Wiley that he had run out of money and could not continue to pay. There was some informal discussion about Wiley working “a little at a time” until Haynes could secure additional financing, but relations deteriorated.

Wiley claimed that Haynes later locked him out of the property. At that time, the cabin was approximately 88% complete. The parties strongly disagreed about:

• Who was the general contractor (each said the other was),
• Whether the contract required Wiley to finish the basement,
• The quality of Wiley’s work, and
• The cost to complete and/or repair the project.

On November 8, 2018, Haynes sued Wiley in the Circuit Court of Mercer County, alleging breach of a contract to construct a custom log cabin for $195,000.

D. The Bench Trial and Damages Evidence

In January–February 2022, a three-day bench trial was held. Each side presented expert evidence on damages:

• Wiley’s estimate: cost to complete the log cabin between $28,500 and $32,000.
• Haynes’ estimate: cost to repair and/or replace Wiley’s defective work and to complete the cabin: $151,973.30.

The circuit court found:

• The contract was ambiguous regarding the basement and overall scope.
• Based on extrinsic evidence, the contract did include an obligation to construct a finished basement.
• Wiley had breached the contract by failing to complete the work in a workmanlike manner.
• Haynes was entitled to:
  • $151,973.30 in compensatory damages (cost to repair and complete), and
  • $5,000 in “punitive damages” for annoyance, aggravation, and inconvenience.

Wiley moved for a new trial, arguing that:

1. The court improperly relied on parol evidence, effectively adding basement obligations into the contract.
2. The damages were excessive and not properly tied to the contract.

The circuit court denied the motion and reaffirmed its judgment. Wiley appealed to the ICA, which affirmed in a memorandum decision. Wiley then sought review in the Supreme Court of Appeals, which is the decision under commentary here.

III. Summary of the Supreme Court’s Decision

The Supreme Court, applying its standard Rule 21(c) summary disposition framework, found no substantial question of law and no prejudicial error and thus affirmed without oral argument.

Key holdings and conclusions:

1. Ambiguity and Parol Evidence: The contract and addendum—limited to “interior and exterior” of the log cabin and silent on the basement—were ambiguous as to whether a finished basement was included. Under longstanding West Virginia law, that ambiguity permitted the admission of parol evidence to determine the parties’ intent. Based on the evidence (pre-excavated basement, initial basement layout sketch, Wiley’s partial basement work), the circuit court reasonably found that a finished basement was part of the bargain.
2. Damages: The circuit court applied the correct measure of damages in a building contract case—the cost to repair defects and to complete the work in the condition required by the contract— and its fact findings on the amount were not clearly erroneous. It did not improperly award upgrades or non-contractual enhancements; indeed, it denied recovery for out-of-pocket “upgrades” that did not follow the agreed change-order procedure.
3. Lockout Defense: The ICA did not err in declining to reach Wiley’s “lockout” argument on preservation grounds, and in any event, the circuit court had already considered and rejected the contention on the merits. Evidence showed Haynes locked the gate to prevent theft but provided access instructions to Wiley. The Supreme Court therefore upheld the finding that Wiley breached the contract.
4. Standards of Review and ICA Appeals: The Supreme Court reaffirmed that when reviewing appeals routed through the ICA, it continues to apply the familiar standards of review directly to the underlying circuit court order (abuse of discretion for the final disposition, clearly erroneous for fact findings, de novo for legal questions).

The result is an affirmance of a large cost-to-repair award in favor of a homeowner, and a practical illustration of how West Virginia courts deal with ambiguity in residential construction contracts, particularly where a significant component (here, a basement) is omitted from the written documents but clearly contemplated by both parties.

IV. Analysis

A. Standards of Appellate Review

The Court begins by reiterating the classic two-pronged standard of review for post-bench-trial appeals:

• Final order / ultimate disposition: reviewed for abuse of discretion.
• Underlying factual findings: reviewed for clear error.
• Questions of law: reviewed de novo.

This standard is drawn from Syllabus Point 1 of Public Citizen, Inc. v. First National Bank in Fairmont, 198 W. Va. 329, 480 S.E.2d 538 (1996). Rulings on motions for a new trial are also reviewed for abuse of discretion, under Tennant v. Marion Health Care Foundation, Inc., 194 W. Va. 97, 459 S.E.2d 374 (1995).

Notably, the opinion includes a footnote (n.2) emphasizing a consistent practice: when the Supreme Court reviews an appeal of an ICA decision, it examines the underlying circuit court order under these “well-settled standards,” citing:

• Christopher P. v. Amanda C., 250 W. Va. 53, 902 S.E.2d 185 (2024) (family court appeal),
• Folse v. Rollyson, 251 W. Va. 566, 915 S.E.2d 344 (2025) (motion to dismiss),
• Moorhead v. W. Va. Army Nat'l Guard, 251 W. Va. 600, 915 S.E.2d 378 (2025) (summary judgment).

This reinforces that the ICA does not alter the substantive standard of review; the Supreme Court still treats the circuit court as the trial-level decision being scrutinized.

B. Contract Ambiguity and Parol Evidence

1. The Governing Law and Precedents

The Supreme Court relies on a series of established West Virginia authorities on contract ambiguity and the parol evidence rule:

• Harrell v. Cain, 242 W. Va. 194, 832 S.E.2d 120 (2019):
  Syllabus Point 3 (in part) confirms that whether a contract is ambiguous is a question of law for the court. Syllabus Point 4 (in part) explains that when an ambiguity is found and the underlying facts are disputed, the proper interpretation becomes a question of fact for the factfinder after consideration of extrinsic evidence.
• Watson v. Buckhannon River Coal Co., 95 W. Va. 164, 120 S.E. 390 (1923):
  A foundational case on parol evidence in ambiguous contracts. It allows admission of extrinsic evidence to show:
  • the situation of the parties,
  • the surrounding circumstances when the writing was made,
  • the practical construction the parties themselves gave to the contract.
• Buckhannon Sales Co. v. Appalantic Corp., 175 W. Va. 742, 338 S.E.2d 222 (1985):
  Syllabus Point 1 (in part) reaffirms and applies Watson, specifically that parol evidence is admissible where the meaning of a written contract is “uncertain and ambiguous.”

Together, these cases establish the operative rule applied in Wiley v. Haynes:

If a written contract is ambiguous—uncertain in meaning or incomplete as to a material term—West Virginia courts may admit parol evidence to determine what the parties actually agreed to, and the resulting interpretation can be a factual question decided by the trial judge or jury.

2. Application to the Basement Dispute

At the core of Wiley’s appeal was the contention that the circuit court erred in finding the contract ambiguous and in using parol evidence to infer a finished basement obligation.

The Supreme Court’s reasoning proceeds as follows:

1. The May 24 contract clearly covered exterior construction, with some specified responsibilities (plumbing; contractor referrals), but said nothing about the basement.
2. The August 10 addendum expanded Wiley’s obligations to completing both the interior and exterior of the log cabin for a lump sum but still said nothing about a basement.
3. This silence—against the background of a pre-excavated basement, a sketch of a basement layout, and partial basement work by Wiley—rendered the written documents ambiguous as to whether a finished basement was within the contemplated “interior” of the residence.
4. Under Harrell, Watson, and Buckhannon Sales, that ambiguity permitted admission of parol evidence as to:
   • what was discussed at the site meeting,
   • Haynes’ understanding when he ordered excavation and provided drawings,
   • Wiley’s own conduct in sketching and performing basement-related work.
5. Once the contract was deemed ambiguous, the question of what it meant—whether it included a finished basement—became a factual issue for the trial court as factfinder.

The Supreme Court found no legal error in this sequence:

• The ambiguity determination was a legal question, and the Court affirmed the circuit court’s conclusion that “interior and exterior of the log cabin” was unclear with respect to the basement, especially in light of the significant pre-contract basement-related conduct.
• The factual finding that the contract did include a finished basement followed from permissible reliance on extrinsic evidence and was not clearly erroneous.

Doctrinally, the case confirms that a court need not treat silence as conclusive proof that a term was excluded. If both parties’ conduct and context demonstrate that a component (here, a basement) was part of the overall bargain, its omission from the writing can render the document ambiguous rather than fully integrated.

C. Damages for Breach of a Building Contract

1. The Governing Law and Precedents

The Court turns to long-standing West Virginia rules for measuring damages in building contract cases, relying on:

• Steinbrecher v. Jones, 151 W. Va. 462, 153 S.E.2d 295 (1967):
  Syllabus Point 5 cautions that proof of damages in a building contract case cannot be based on “speculation or conjecture.”
  In the body, the Court defined the proper measure of damages as:

  “the cost of repairing the defects or completing the work and placing the construction in the condition it should have been if properly done under the agreement contained in the building contract.”

• Trenton Construction Co. v. Straub, 172 W. Va. 734, 310 S.E.2d 496 (1983):
  Syllabus Point 2 adopts and restates the Steinbrecher measure as the authoritative formulation for building contract cases.
• Miller v. WesBanco Bank, Inc., 245 W. Va. 363, 859 S.E.2d 306 (2021):
  Syllabus Point 10 (in part) provides that to recover substantial damages for breach of contract where the loss is pecuniary and susceptible to proof, the plaintiff must establish the amount with “reasonable certainty.”

The legal test that emerges is:

1. Damages must be tied to the contractual obligation, not speculation or wish lists.
2. The proper measure is cost to repair and complete to the condition promised in the contract, considering both defective and incomplete work.
3. The plaintiff must prove the quantum of those repair/complete costs with reasonable certainty, typically through competent expert or contractor testimony.

2. Application to the Competing Damage Estimates

Both parties provided expert estimates of completion and repair costs. The circuit court chose to credit Haynes’ much higher figure and essentially rejected Wiley’s, at least in part, because:

• Wiley’s estimate did not account for the full scope of defective workmanship that needed to be repaired or replaced to put the cabin in the condition it would have been in had the contract been fully and properly performed.
• Haynes’ estimate more comprehensively addressed:
  • repair or replacement of substandard work, and
  • completion of remaining work (including the finished basement obligation) necessary to achieve the fully completed interior and exterior contemplated by the addendum.

The Supreme Court emphasizes several aspects of the circuit court’s approach:

• The circuit court undertook a “detailed analysis” of each claimed damage item, evaluating the evidence offered in support of each repair, replacement, or completion item.
• The court excluded certain costs that were upgrades outside the agreed scope—specifically, out-of-pocket expenses Haynes did not submit via the parties’ agreed change-order procedure. This shows the trial court did not simply rubber-stamp Haynes’ wish list.
• The court expressly tied its award to the need to place the cabin in the condition it “should have been if properly done” under the contract, echoing the language from Trenton Construction and Steinbrecher.

On appeal, Wiley argued that the damages were excessive and not supported by the evidence, but the Supreme Court saw this as an invitation to reweigh factual determinations—something it refused to do absent clear error. Given the trial court’s methodical item-by-item approach and reliance on expert testimony, the Court held that the damages were proved with “reasonable certainty” under Miller v. WesBanco.

Although Wiley challenged the overall amount of damages, he did not separately attack the $5,000 award labeled as “punitive damages (annoyance, aggravation, and inconvenience).” The Supreme Court notes this in a footnote and therefore does not analyze the availability or propriety of such non-pecuniary damages in a construction contract context.

D. The “Lockout” Argument and Preservation of Error

1. The ICA’s Treatment

Wiley contended that Haynes breached first by locking him out of the property, thereby excusing Wiley from further performance. The ICA, citing preservation concerns, declined to reach this issue on the merits because Wiley had not raised it in his motion for a new trial.

2. The Supreme Court’s Approach

The Supreme Court notes that the ICA acknowledged the contention in a footnote (“footnote 9” of the ICA’s memorandum decision) but declined review for lack of preservation.

The Supreme Court then references Miller v. Triplett, 203 W. Va. 351, 507 S.E.2d 714 (1998) to clarify the law of preservation:

“[N]ot every trial error has to be specifically set forth in the motion for a new trial in order to raise that error on appeal. Rather, as long as a motion for a new trial is timely filed, all errors occurring during the trial which were objected to at the trial are properly preserved even though not specifically identified in the motion for a new trial.”

This precedent suggests that, as a general rule, a timely motion for new trial preserves trial-level objections even if not listed in the motion. However, the Court in Wiley sidesteps deciding whether Wiley met this standard, concluding that:

• Even if preservation were assumed, the circuit court adequately considered the “lockout” claim on the merits during trial and in its rulings.
• Haynes admitted locking the gate but testified that he provided instructions so Wiley could still access the property and continue working.
• The circuit court had this evidence before it when it:
  • determined the terms of the contract,
  • found that Wiley had not performed in a “workmanlike manner,” and
  • assessed damages.

Therefore, the Supreme Court holds:

• The trial court did not err in concluding that Wiley breached the contract.
• The “lockout” did not relieve Wiley of his obligation to perform in a workmanlike manner, nor did it negate the already existing defects or deficiencies in his work.

The practical implication: A property owner’s post-dispute security measures (like locking a gate) will not excuse a contractor’s prior or continuing defective work, particularly where the contractor still has means of access or where the core breach is substandard workmanship rather than mere incompletion.

E. The Role of the ICA and the Supreme Court’s Review

Although not the primary focus of the decision, Wiley v. Haynes continues the Supreme Court’s pattern of clarifying how it reviews cases that pass through the Intermediate Court of Appeals:

• Appeals from the ICA do not change the substantive standards of review; the Supreme Court still examines the circuit court’s decision for abuse of discretion, clear error, or legal error, as applicable.
• The Supreme Court is willing to use Rule 21(c) memorandum decisions to resolve such appeals where the law is settled and the record does not present substantial or novel questions.
• Memorandum decisions like this one, while lacking new Syllabus Points, remain informative on how existing doctrines will be applied to concrete fact patterns—especially in specialized areas like construction litigation.

V. Complex Concepts Simplified

A. What Is an “Ambiguous” Contract?

A contract is “ambiguous” when its language is reasonably susceptible to more than one meaning, or when it is silent or unclear about an important issue that the surrounding facts show was part of the parties’ bargain.

In Wiley, the contract said “interior and exterior” completion, but:

• there was excavation for a basement,
• there was a basement layout sketch, and
• Wiley performed basement-related work.

This made it reasonable to conclude that both parties contemplated a basement as part of the home, making the omission of “basement” from the written documents an ambiguity, not an exclusion.

B. The Parol Evidence Rule

The parol evidence rule governs when a court can consider evidence outside the written contract (e.g., oral statements, prior negotiations, conduct) to interpret or supplement it.

• If a contract is clear and unambiguous, courts generally do not allow outside evidence to contradict or add to it.
• If a contract is ambiguous, courts can consider such evidence to determine what the parties really meant.

Wiley is a textbook example of permissible use of parol evidence: once the trial court found ambiguity about the basement, it used testimony about the site meeting, the sketch, and work actually performed to decide that the contract did include a finished basement.

C. “Workmanlike Manner”

A requirement that work be done in a “workmanlike manner” means that the contractor must perform with the skill, care, and quality that a reasonably competent contractor in that trade would exercise under similar circumstances.

It does not require perfection, but it does require:

• compliance with applicable codes and standards,
• use of appropriate materials and methods, and
• completion of the job in a functional, safe, and reasonably aesthetic manner consistent with the contract.

In Wiley, the trial court found, and the Supreme Court did not disturb, that Wiley failed this standard in ways that required substantial repair and replacement.

D. Damages in Construction Cases: Cost to Repair and Complete

Rather than awarding “diminution in value” (difference between contract price and market value), West Virginia generally measures construction contract damages by:

The cost of repairing defective work and completing unfinished work so that the structure is in the condition it should have been in if properly built under the contract.

In practice, this means:

• Owner must show what was wrong or incomplete.
• Owner must prove cost to fix those problems and finish the project, usually through expert or contractor estimates.
• Courts will exclude non-contractual “upgrades” unless they are properly incorporated via change orders or separate agreements.

The Wiley decision illustrates that courts may favor the more comprehensive and contract-focused estimate even if it is substantially higher, as long as it is adequately supported and tracks the Steinbrecher/Trenton standard.

E. Standards of Review Explained

• Abuse of discretion: The appellate court asks whether the trial judge’s decision was unreasonable or arbitrary. It is not enough that the appellate court would have decided differently.
• Clearly erroneous (facts): The appellate court will not disturb factual findings unless, after reviewing the entire record, it is left with a firm conviction that the trial court made a mistake.
• De novo (law): The appellate court gives no deference to the trial court’s legal conclusions, deciding the legal question afresh.

In construction disputes like Wiley, whether the contract is ambiguous is a legal question (de novo), but once ambiguity is found, what the contract actually means and the appropriate amount of damages are largely factual questions (clearly erroneous standard).

VI. Practical and Doctrinal Impact

A. Implications for Drafting Construction Contracts

This decision underscores the risks of relying on generic language like “interior and exterior” without clearly itemizing major elements such as:

• Basements and crawl spaces,
• Garages and outbuildings,
• Decks, porches, and patios,
• Grading, drainage, and site work.

For contractors in West Virginia:

• Failure to spell out whether a basement is included can lead courts to find ambiguity and admit extrinsic evidence, which may favor homeowners, particularly where the contractor has already engaged in basement-related work.
• Written contracts and addenda should clearly define:
  • whether a basement is included,
  • to what extent (unfinished storage vs. finished living space), and
  • specific inclusions and exclusions.

For owners and lenders:

• Requiring a contract for a “full and complete structure” (as the bank did here) can influence how courts interpret scope, especially when coupled with evidence of the parties’ expectations and conduct.

B. Litigation Strategy and Proof of Damages

Wiley provides several practical lessons for litigators:

• Comprehensive expert estimates matter.
  The homeowner prevailed in part because his expert addressed both:
  • the cost to repair and replace defective work, and
  • the cost to complete all work contemplated by the contract.
• Partial or incomplete damage theories are vulnerable.
  Wiley’s relatively low estimate failed to capture the full scope of necessary repair work. Courts are unlikely to adopt a figure that underestimates the cost to reach the contractually required condition.
• Upgrades and extras must be documented.
  The court’s refusal to reimburse Haynes for out-of-pocket upgrades not submitted through the change-order process highlights the importance of following written procedures for extras or modifications.

C. Appellate Practice After Creation of the ICA

The decision also fits within a broader trend in West Virginia appellate practice:

• The Supreme Court is comfortable resolving many civil cases via Rule 21(c) memorandum decisions, particularly where:
  • the ICA has already affirmed, and
  • the issues are governed by settled law.
• Litigants should not expect the Supreme Court to re-try factual disputes or revisit credibility determinations absent very strong showings of clear error.
• Preservation issues (e.g., whether an argument must be raised in a motion for new trial) remain important, but the Court may bypass them when the underlying claim is weak on the merits, as with the “lockout” defense here.

VII. Conclusion

Wiley v. Haynes does not create new doctrine, but it crystallizes and applies several important principles in West Virginia construction contract law:

1. Ambiguous Scope and Parol Evidence:
   When a written construction contract is silent or unclear on a major component (such as a basement), courts may find ambiguity and admit extrinsic evidence—including pre-contract discussions and the parties’ performance—to determine the true scope of the bargain.
2. Cost-to-Repair-and-Complete as the Default Measure:
   For building contracts, the proper measure of damages remains the cost to repair defective work and complete unfinished work so that the structure is in the condition it should have been if properly done, proved with reasonable certainty.
3. Workmanlike Performance and Unexcused Breach:
   Contractors are held to a workmanlike standard. Claims that the owner “locked out” the contractor will not excuse poor workmanship where access was still available or where the breach lies primarily in defective, not merely incomplete, performance.
4. Appellate Deference to Trial Courts:
   With the ICA now screening many appeals, the Supreme Court continues to apply deferential standards to factual findings and will seldom interfere with a trial judge’s choice between competing expert damage models.

For practitioners, owners, and contractors alike, Wiley serves as a cautionary tale on the risks of vague or incomplete construction contracts and highlights the importance of:

• precise drafting,
• clear allocation of responsibilities (including the basement and other major components),
• documented change orders, and
• careful, comprehensive proof of damages when disputes arise.