## Facts

- Torrington Construction Co., Inc. was the prime contractor on a New York State highway reconstruction project that included a steel bridge over the Battenkill River in upstate New York.
- Before bidding, Torrington obtained a unit-price quotation from Spang Industries, Inc., Fort Pitt Bridge Division (Fort Pitt) to fabricate, furnish, and erect approximately 240 tons of structural steel; Fort Pitt’s written confirmation stated “delivery to be mutually agreed upon.”
- At Fort Pitt’s request, Torrington later specified it needed delivery and erection in late June 1970; Fort Pitt tentatively scheduled delivery accordingly, then later advised it could not meet June and ultimately promised shipment in early August 1970.
- Fort Pitt failed to meet the August date; key components arrived late, and all steel did not reach the site until September 8, 1970.
- Because Fort Pitt did not arrange unloading, Torrington performed unloading itself and incurred added labor and equipment costs.
- The bridge steel was ready for the concrete deck on October 28, 1970; contract specifications restricted concrete placement below 40°F, and Torrington incurred overtime and other added costs to pour the deck under marginal conditions before freezing weather.
- Fort Pitt sued Torrington and Torrington’s surety, Aetna Casualty & Surety Co., for the unpaid subcontract balance; Torrington separately sued Fort Pitt for delay-related and related extra costs.
- The actions were removed to federal court, consolidated, and tried; the district court found Fort Pitt breached and awarded Torrington damages offsetting Fort Pitt’s balance, resulting in a net recovery for Torrington.

## Issues

1. Whether delay-related extra costs (including accelerated work and cold-weather measures) were recoverable as foreseeable contract damages once the delivery schedule was set.
2. Whether the district court correctly computed prejudgment interest on the unpaid subcontract balance under New York law, accounting for partial payments and statutory rate changes.

## Decision

- The court affirmed the award of delay-related damages to Torrington, holding the types of losses were reasonably foreseeable when the delivery dates were fixed for a bridge project in a cold-weather region.
- The court rejected Fort Pitt’s claim that the damages were “special” and unrecoverable absent specific notice, treating them as ordinary consequences of delayed performance in this setting.
- The court modified the judgment as to interest and remanded for recalculation consistent with New York statutory rates and proper crediting of partial payments.

## Legal Principles

- Contract damages for breach include losses that were reasonably foreseeable at the time the relevant performance terms were set, including losses that are the natural and probable result of delay in performance.
- In applying the Hadley v. Baxendale limitation, a promisor in a specialized trade is charged with awareness of common operational constraints of that trade (including sequencing of work and weather limits affecting construction).
- Foreseeability does not require prediction of the precise chain of events; it is enough that the general type of harm from delayed performance was within reasonable contemplation.
- Reasonable mitigation efforts that increase costs (such as acceleration to avoid predictable seasonal shutdown) do not bar recovery when undertaken to limit overall loss.
- Prejudgment interest on contract sums due must be calculated under the applicable state statute, including rate changes over time and reductions for partial payments as of their payment dates.

## Conclusion

The Second Circuit held that, once the parties agreed on a summer delivery schedule for a bridge in upstate New York, the extra costs of completing downstream concrete work before freezing weather were foreseeable consequences of late steel delivery and thus recoverable; it otherwise upheld the liability and damages determinations but required a recalculation of interest under New York law.


Spang Indus., Inc., Fort Pitt Bridge Div. v. Aetna Cas. & Sur. Co., 512 F.2d 365 (2d Cir. 1975)