By: Rob Harris
Chris Williams thought he had a buyer for 21 acres of Meyer Zoysia sod that his Cane Creek Sod company had grown and maintained for more than 15 years. He had entered into a Grass Supplier Agreement with Medalist, Inc, a builder of high-end golf courses, that was building a Gary Player Design course at Missouri’s Big Cedar Lodge.
Five months after the agreement was signed, however, the builder opted not to proceed, based on the conclusion of the golf course owner’s director of agronomy that “the sod did not met the quality standards required for the Project.”
Mr. Williams disagreed, producing opinions from an expert and the Missouri Department of Agriculture that there was “nothing wrong with his sod.”
Mr. Williams took the disagreement to federal court, with the judge recently issuing a judgment for the golf course builder. According to the court, there was no legal significance to whether the sod was objectively good or bad. Instead, the court looked to the agreement between the parties, which contained a provision giving Medalist, Inc. “the right to inspect and reject sod per the Grass Supplier Agreement.”
Indeed, Mr. Williams admitted “that he understood the Agreement to mean that he was guaranteeing the sod would meet the quality requirements of the customer.” Although Mr. Williams argued that the golf course owner’s dissatisfaction with the sod could not be leveraged by the builder as a basis for rejection, the court disagreed, finding nothing in the contract that restricted the builder from predicating its rejection on the opinion of the owner.