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Click here for the full text of this decision FACTS:MG Building Materials Ltd. appeals a final judgment rendered against it in a suit by a homebuilder, Moses Lopez Custom Homes Inc., to foreclose the builder’s statutory mechanic’s lien and for damages based on breach of contract and promissory estoppel. HOLDING:Reversed in part and affirmed in part. The record establishes that Douglas and Ana Gonzales initially signed a contract with Lopez to purchase a lot and construct a new home for the total sales price of $120,740. This New Home Contract specifically contemplated that Gonzales would seek and obtain financing for the new home. Approximately three weeks later, Gonzales and Lopez signed a Mechanic’s Lien Contract which set forth the terms of the financing to be provided by MG, and granted Lopez a “mechanic’s, artisan’s, and materialman’s lien on the Property and on all improvements and fixtures on the Property at any time.” On the same day, and before delivery of any material or commencement of any work, Lopez executed an “Assignment of Lien” in favor of MG. The plain language of the assignment conveys to MG: 1. the mechanic’s lien contract between Lopez and Gonzales; 2. “liens and security interests” against the Gonzales home and “all materials, supplies, equipment and fixtures incorporated and to be incorporated thereon.” The assignment further transfers and assigns to MG all of Lopez’s “rights, privileges and equities under and by virtue of the indebtedness, lien and the Mechanic’s Lien Contract.” The words used in the assignment are broad in scope, encompassing “all materials, supplies and fixtures,” “incorporated and to be incorporated,” and “all of Contractor’s rights, privileges and equities.” The court holds that the intent of the parties as expressed in the written assignment was to transfer and assign to MG all lien rights that Lopez possessed by virtue of its status as an original contractor for the Gonzales home. The court further holds that Lopez can not avoid the effect of this broad assignment by arguing that it only assigned the lien created by the mechanic’s lien contract and did not assign its right to assert a statutory lien under the pre-existing new home contract. When Lopez assigned to MG “all of Contractor’s rights, privileges and equities under and by virtue of the indebtedness, lien and the Mechanic’s Lien Contract,” it intended to assign to MG whatever right it might have to assert a future lien claim associated with the construction of the Gonzales home, whether by virtue of the new home contract or the mechanic’s lien contract. Once it executed the assignment in favor of MG, Lopez no longer had the right to enforce a mechanic’s or materialman’s lien for its own benefit. The court concludes that the evidence of a valid and enforceable contract is legally and factually sufficient. MG further argues that, even if there is sufficient evidence of a contract, MG was not obligated to comply with the agreement, because the conditions precedent to its obligation had not been met. MG, however, did not specifically deny that all conditions precedent had occurred; therefore, Lopez was not required to prove the occurrence of conditions precedent to MG’s obligation. The court reverses the trial court’s award of attorneys’ fees on the lien claim but affirms the remaining attorneys’ fees awarded. The court concludes that the language used in the assignment of lien provision providing that Lopez agreed to “hold MG harmless” from any loss, claim or expense arising out of construction of the Gonzales home constitutes an indemnity agreement, not a release; consequently, the provision did not release MG from liability on Lopez’s claims. OPINION:Phylis J. Speedlin, J.; L�pez, C.J., Stone and Speedlin, JJ.

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