TJ, Esq.
Good to have that additional context.
YOUR LEGAL EXPOSURE: Based on what you've described, your exposure is actually quite limited, and here's why. You completed your scope of work, obtained all required permits through the city, and had those permits inspected and finalized. That's the critical piece. Once a permit is finalized by the local authority, your work is essentially locked in as complete from a legal standpoint. The homeowner can't later claim your electrical work was defective or incomplete because the city already inspected and approved it. In Washington, electrical permits and inspections are governed by (WA Rev Code § 19.28.101), and the inspection process is meant to confirm that the wiring and equipment conform to the National Electrical Code and the chapter's other requirements.
Your lack of a signed contract with the homeowner actually works in your favor here. Without a contract, there's no enforceable agreement between you two. The unsigned estimate doesn't create binding obligations. This means the homeowner's claims against you would have to be based on something other than a breach of contract, like negligence or defective work. But again, the finalized permits undercut that because the city already verified the work met code.
IMPLIED ACCEPTANCE AND THE NEW COMPANY HANDOFF: The new company's conduct absolutely constitutes implied acceptance of your project handoff. Here's what happened: you sent a clear email stating your condition (you profit from equipment sale), the new company never formally rejected it, and then they took concrete actions that showed acceptance. They pulled their own electrical permit, which is a formal governmental action. They billed the homeowner directly, establishing themselves as the responsible party. They communicated with the homeowner for three months, further cementing their role. And critically, they sent you a check for the exact equipment profit you specified in your email.
This pattern of conduct is textbook implied acceptance. Courts recognize that when someone receives an offer, doesn't reject it, and then acts in a way consistent with accepting it, that silence plus conduct equals acceptance. For the equipment portion of the deal, Washington's commercial code similarly allows a contract for the sale of goods to be formed in any way that shows agreement, including conduct by both parties recognizing that a contract exists (WA Rev Code § 62A.2-204). The new company didn't just casually show up; they formally took over the contractual relationship by pulling permits and billing directly. The check was the final confirmation that they understood and agreed to your terms.
THE HOMEOWNER'S BREACH: The general contractor's contract with the homeowner explicitly prohibited her from communicating directly with contractors or making payments outside his scope. She violated that contract with multiple parties, including you and the new company. This is huge for you because it shows the homeowner breached her own contractual obligations. When someone breaches their own contract, it weakens their ability to sue others. She can't claim she's a victim of poor coordination when she's the one who created the problem by going around her GC.
Additionally, if the homeowner sues you, the GC could potentially be a necessary party to that lawsuit because the contract violation involves him. Washington's Superior Court Civil Rule 19 governs when a court must order that a person needed for a just adjudication be made a party. That complicates her case and potentially shifts liability toward the GC, not you.
YOUR POSITION GOING FORWARD: You're in a solid position. You completed your work, got it inspected and approved by the city, and properly handed off the remainder to the new company. You have an email trail showing your offer and the new company's implied acceptance through their actions. You have a check from the new company showing they understood your terms. And you have the fact that the homeowner violated her own GC contract, which undermines her credibility and weakens any claims against you. Washington also limits how long claims like these can be brought. (WA Rev Code § 4.16.080) sets a three-year deadline for actions on a contract or liability, express or implied, that isn't in writing, and the construction statute of repose in (WA Rev Code § 4.16.310) bars claims that haven't accrued within six years after substantial completion of construction or the end of the contractor's services, whichever is later.
The real issue isn't your exposure; it's whether the new company will stand behind their work and their assumption of the project. That's between the new company and the homeowner now. If the homeowner sues you anyway, your defenses are strong: completed and inspected work, no binding contract with her, implied handoff to the new company, and her own breach of her GC contract.
Does this answer your questions about your exposure, or is there something else you'd like to explore? Thank you for bringing me into this. I'm glad I could help you think through where you actually stand.
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