Morin v. Baystone 1) Facts a) General Motors hired the Defendant, Baystone Construction, Inc. (Defendant), to build an addition to one of its factories. The Defendant hired the Plaintiff, Morin Building Products Company (Plaintiff), to supply and construct the aluminum walls of the factory. The contract required the Plaintiff to supply aluminum with a mill finish that would match the existing metal siding. It also contained a clause providing that “all work shall be done subject to the final approval of the Architect or Owner’s authorized agent, and his decision in matters relating to artistic effect shall be final.” After the completion of the walls, General Motor’s agent rejected the work on the ground that the building did not have a uniform finish, as required by the contract. The Defendant refused to pay the Plaintiff the balance of the contract price. The lower court issued judgment for the Plaintiff. The Defendant appealed on the basis that an objective standard was used to find that General Motor’s rejection of the work was unreasonable. 2) History a) The district court found in favor Morin Building b) Defendant appeals 3) Issues a) Was the term in the contract objective or subjective i) “It is practicable to determine whether a reasonable person in the position of the obligor would be satisfied, an interpretation is preferred under which the condition occurs if such a reasonable person in the position of the obligor would be satisfied. ii) The contract is closely analogous to the personal aesthetics in that the siding was intended to be in a factory, not a thing of normal beauty. The way GM wanted it done prevented it from being uniform and if they wanted it uniform they could have ordered it differently. b) Was the work done by Morin “first class in every aspect” i) There is no indication that it wasn’t. The definition laid out by the contract is ambiguous and leaves one to wonder what the intent was. It is unlikely that Morin would bind itself to a contract that was borderline impossible to achieve the level of perfection that GM wanted. 4) Judgment: Affirmed