## Facts

- A contractor built a country residence for an owner for about $77,000 and sued for an unpaid contract balance of $3,483.46.
- The owner took possession in June 1914; no complaint was made until March 1915.
- The contract specifications required galvanized wrought iron pipe “of Reading manufacture.”
- Some installed pipe was from other manufacturers; the owner’s architect ordered removal and replacement.
- Replacement would have required opening finished walls and demolishing substantial parts of the completed structure at great expense.
- The substitution was not willful or fraudulent; it resulted from a subcontractor’s oversight.
- The pipe brands were asserted to be equal in quality, appearance, market value, and cost; the architect had not detected the brand discrepancy during inspection.
- The trial court excluded the contractor’s equivalency evidence and directed a verdict for the owner; an intermediate appellate court ordered a new trial, and the state high court affirmed.

## Issues

1. Whether an inadvertent, non-willful deviation from a brand-name specification, with equivalent materials installed, is a material breach that permits the owner to withhold payment and demand reconstruction.
2. Whether, if there was substantial performance, the proper measure of damages is the cost of replacement or the difference in value attributable to the deviation.

## Decision

- The court held that the contractor could show substantial performance despite the non-Reading pipe if the deviation was trivial and innocent.
- The owner was not entitled to insist on replacement requiring major demolition when the benefit would be slight or none.
- The contractor could recover the unpaid balance, subject to an offset for any proven diminution in value caused by the deviation.
- The order granting a new trial was affirmed.

## Legal Principles

- A trivial, innocent omission may constitute substantial performance, permitting recovery of the contract price minus damages, rather than total forfeiture.
- Materiality depends on the significance of the deviation to the contract’s purpose and the culpability of the breach (willful versus inadvertent).
- When the cost of cure is grossly disproportionate to the likely benefit, damages are measured by diminution in value rather than cost of completion.
- A specification may be treated as part of the performance obligation without operating as an absolute condition of payment when the deviation does not impair value or utility.

## Conclusion

The court treated the brand-name pipe deviation as potentially immaterial where equivalent pipe was installed without willfulness, limiting the owner’s remedy to any measurable loss in value and allowing the contractor to recover the contract balance without economically wasteful reconstruction.


Jacob & Youngs, Inc. v. Kent, 230 N.Y. 239, 129 N.E. 889 (N.Y. 1921)