Presnell Construction Managers, Inc. v. EH Construction, LLC

Concurring opinion by

Justice KELLER.

I agree with the result reached by the majority and vote to affirm the decision of the Court of Appeals. I write separately, however, to express my view that EH’s common law negligence claim against Presnell for negligent supervision of the project is barred not only by the rule that the majority applies, i.e., “one who is not a party to the contract or in privity thereto may not maintain an action for negligence which consists merely in the breach of the contract,”1 but also by the economic loss rule, which Kentucky appellate courts have implicitly applied in the past. I believe this Court should expressly adopt the economic loss rule in order to encourage contracting parties to allocate such risks themselves.

The “economic loss rule”2 is a judicially created doctrine3 that “marks the fundamental boundary between contract law, which is designed to enforce the expectancy interests of the parties, and tort law, which imposes a duty of reasonable care and thereby encourages citizens to avoid causing physical harm to others.”4 “The crux of the doctrine is not privity but the premise that economic interests are protected, if at all, by contract principles, rather than tort principles.”5 Although originally rooted primarily in product liability cases to protect manufacturers from tort liability for damage that is limited to the product itself,6 the economic loss rule *584“has evolved into a modern, general prohibition against tort recovery for economic loss.”7 “In its broadest formulation, the economic loss rule prohibits tort recovery in negligence or products liability ‘absent physical injury to a proprietary interest.” ’8 “Under this sweeping rule, recovery of economic loss is foreclosed when a product or service falls short of an expected level of quality yet causes no personal injury or property damage.”9

Although the economic loss rule has been adopted by a majority of courts10 and discussed extensively in published articles,11 the rule’s parameters remain somewhat unclear in many jurisdictions because the rule “is stated with ease but applied with great difficulty.”12 Apparently, much of the difficulty arises because the traditional articulation of the economic loss rule is subject to exceptions13 and is not applicable in all situations because certain common law actions that sound in tort permit, and, in fact, are limited to the recovery of economic loss.

Two landmark decisions in the development of the economic loss rule are Seely v. White Motor Company,14 which is generally recognized as the genesis of the rule, and East River S.S. Corp. v. Transa*585merica Delaval, Inc.,15 which firmly established the rule as part of American product liability jurisprudence. In both cases, recovery was sought in tort solely for economic loss resulting from a defective product — a defective truck in Seely and defective turbines for supertankers in East River. These cases set forth the rationale for the economic loss rule. In Seely the court stated:

The distinction that the law has drawn between tort recovery for physical injuries and warranty recovery for economic loss is not arbitrary and does not rest on the ‘luck’ of one plaintiff in having an accident causing physical injury. The distinction rests, rather, on an understanding of the nature of the responsibility a manufacturer must undertake in distributing his products. He can appropriately be held liable for physical injuries caused by defects by requiring his goods to match a standard of safety defined in terms of conditions that create unreasonable risks of harm. He cannot be held for the level of performance of his products in the consumer’s business unless he agrees that the product was designed to meet the consumer’s demands. A consumer should not be charged at the will of the manufacturer with bearing the risk of physical injury when he buys a product on the market. He can, however, be fairly charged with the risk that the product will not match his economic expectations unless the manufacturer agrees that it will. Even in actions for negligence, a manufacturer’s liability is limited to damages for physical injuries and there is no recovery for economic loss alone. [Restatement of Torts Second (Tent. Draft No. 10) s 402A] similarly limits strict liability to physical harm to person or property.16

And in East River, the Supreme Court, after quoting approvingly from Seely, added:

When a product injures only itself the reasons for imposing a tort duty are weak and those for leaving the party to its contractual remedies are strong.
The tort concern with safety is reduced when an injury is only to the product itself. When a person is injured, the “cost of an injury and the loss of time or health may be an overwhelming misfortune,” and one the person is not prepared to meet. In contrast, when a product injures itself, the commercial user stands to lose the value of the product, risks the displeasure of its customers who find that the product does not meet their needs, or, as in this case, experiences increased costs in performing a service. Losses like these can be insured. Society need not presume that a customer needs special protection. The increased cost to the public that would result from holding a manufacturer liable in tort for injury to the product itself is not justified.17

Although Presnell has not specifically referenced the economic loss rule in support of its argument that EH should be prohibited from asserting tort claims against it, the rule is clearly implicated, if not inexorably intertwined, with the legal arguments presented and authorities relied upon by the parties in this case. The omission of specific reference to the economic loss rule in the parties’ briefs is likely traceable to the fact that no Kentucky appellate decision has ever used the *586specific phrase, “economic loss rule,”18 much less indicated its approval or adoption of the rule. However, while neither this Court nor the Court of Appeals has expressly articulated or relied upon the economic loss rule in a published opinion, both courts have applied the rule’s principles without identifying their source.

In Dealers Transport Co. v. Battery Distributing Co., Ky.App., 402 S.W.2d 441 (1965)19 this Court’s predecessor adopted § 402A of the Restatement (Second) of Torts20 and, thus, eliminated privity of contract in product liability claims based on breach of implied warranty “for physical harm thereby caused to the ultimate user or consumer, or to his property[.]” Although the issue of whether harm to person or property included harm to the defective product itself was neither presented nor addressed in Dealers Transport Co., twenty-five (25) years later, in Falcon Coal Co. v. Clark Equipment Co.,21 the issue was dispositive.22 In that case, Falcon Coal had purchased a front-end loader from Clark Equipment, the loader’s manufacturer. The loader was destroyed by a fire, allegedly caused by a manufacturing defect, and Falcon Coal brought a strict liability claim against Clark Equipment for the loss of the loader. Denying Falcon Coal’s tort claim, the Court of Appeals stated:

Section 402A of the Restatement (Second) of Torts provides in relevant part that “[o]ne who sells any product in a defective condition unreasonably dangerous to the user or consumer or to his property is subject to liability for physical harm thereby caused to the ultimate user or consumer, or to his property .... ” Our reading of this section, as well as the official comment to it, convinces us that Section 402A is aimed at imposing liability for physical harm caused by an unreasonably dangerous product to the user or his other property, but not for harm caused only to the product itself. The term “his property” simply does not appear to be intended to embrace within its meaning the term “any product” as those terms are used in Section 402A. Inasmuch as this section *587now has been adopted by our highest court as the standard for recovery in strict liability tort cases, and from our reading of this section, it would not permit such recovery in a case like this, we are left to conclude that as it now stands the common law in this jurisdiction does not support the appellant’s position.23

The court then pointed out that the Uniform Commercial Code may provide a contractual remedy to Falcon Coal.24 And, although the Court of Appeals cited East River, as a policy decision by the United States Supreme Court, i.e., “that the better policy where injury is to the product alone is to leave the purchaser with only his contractual remedy[,]”25 the Court of Appeals noted that it was not required to make such a policy decision in the case before it because its holding was based on an interpretation of § 402A, which this Court had “adopted .... as the policy in this jurisdiction.”26 The Court of Appeals concluded by stating that until this policy was changed by the Kentucky Supreme Court or the General Assembly, “there is no remedy based upon strict liability in tort [for injury limited to the product itself].” 27 Accordingly, Falcon Coal’s recovery for its economic loss was limited to any contractual remedy that might be available, and thus, the Court of Appeals adopted, albeit sub silentio, the economic-loss-rule principle that bars recovery for economic loss based upon strict liability in tort.

The “economic loss rule,” although, again, not referred to as such, came before this Court in Real Estate Marketing, Inc. v. Franz.28 Therein, the second purchasers of a house sued the builder for structural defects.29 Seeking only economic loss, i.e., the diminution in the house’s value, the purchasers alleged, inter alia, that the builder had been negligent in constructing the house. This Court first stated that it had recognized in Saylor v. Hall, Ky.App., 497 S.W.2d 218 (1973)30 “a legal obligation to respond in damages [for personal injury and death] for negligent construction despite the absence of privity.”31 Then, citing Dealers Transport Company, Inc., this Court addressed the purchasers’ argument that “it seems capricious to deny recovery to a vigilant property owner who discovers a latent defect, which ‘only’ diminishes the value of his property, and allow recovery if he ‘waited’ *588for a member of his family to be injured as a result of the defect[,]”32 by stating:

Nevertheless, this Court recognizes that tort recovery is contingent upon damage from a destructive occurrence as contrasted with economic loss related solely to diminution in value, even though, as to property damage, both may be measured by the cost of repair.33

We added a caveat, however, that appeared to limit the economic loss rule, at least as it applied to product liability cases:

We do not go so far as the Court of Appeals’ opinion in Falcon Coal Co. v. Clark Equipment Co., limiting recovery under a products liability theory to damage or destruction of property “other” than the product itself. But we do recognize that to recover in tort one cannot prove only that a defect exists; one must further prove a damaging event. The Court of Appeals’ opinion herein recognized this limitation as to the claim of negligence, but held it does not apply to warranty and statutory claims, and we agree.34

Although the Court of Appeals in Falcon Coal Co. touched upon a principle of the rule — no tort action where the injury is to the product alone — as it applies to product liability cases, and we did likewise in Real Estate Marketing, Inc. — no tort recovery in negligence for economic loss related solely to diminution in value — as it applies to negligence cases, Kentucky has not expressly adopted the economic loss rule, much less addressed its parameters; I suggest that we do so now.

*589I agree with the economic loss rule’s underlying rationale — i.e., the need to establish a boundary between contract law and tort law so that “parties to a contract may allocate their risks by agreement and [will] not need the special protections of tort law to recover for damages caused by breach of contract.”35 Accordingly, I would hold that the economic loss rule is applicable to Kentucky tort claims.

Generally, courts adopting the economic loss rule have simply stated that tort recovery is prohibited in negligence or products liability solely for economic loss.36 But, in Town of Alma v. Azco Const., Inc.37 the Colorado Supreme Court observed that a more accurate indicator of whether an action is appropriate in tort is the source of the duty upon which the tort claim is premised:

The key to determining the availability of a contract or tort action lies in determining the source of the duty that forms the basis of the action. We find the following discussion by the South Carolina Supreme Court informative:
The question, thus, is not whether the damages are physical or economic. Rather the question of whether the plaintiff may maintain an action in tort for purely economic loss turns on the determination of the source of the duty [the] plaintiff claims the defendant owed. A breach of a duty which arises under the provisions of a contract between the parties must be redressed under contract, and a tort action will not lie. A breach of a duty arising independently of any contract duties between the parties, however, may support a tort action.
Determining when a contract action will lie and when a tort action will lie requires maintaining this distinction in the sources of the respective obligations. The phrase “economic loss rule” necessarily implies that the focus of the inquiry under its analysis is on the type of damages suffered by the aggrieved party. However, the relationship between the type of damages suffered and the availability of a tort action is inexact at best. Examining the type of damages suffered may assist in determining the source of the duty underlying the action (e.g., most actions for lost profits are based on breaches of contractual duties while most actions involving physical injuries to persons are based on common law duties of care). However, some torts are expressly designed to remedy pure economic loss (e.g., professional negligence, fraud, and breach of fiduciary duty). It is here that substantial confusion arises from the use of the term “economic loss rule.” This confusion can be avoided, however, by maintaining the focus on the source of the duty alleged to have been violated.38

The Colorado Supreme Court recognized, however, “that some special relationships *590by their nature automatically trigger an independent duty of care that supports a tort action even when the parties have entered into a contractual relationship!;,]”39 and identified certain relationships that Colorado had recognized as creating an independent duty of care — ie., an attorney-client relationship, a physician-patient relationship, a physician’s independent medical examination of a non-patient, and the quasi-fiduciary nature of a insurer-insured relationship. The court “also recognized that certain common law claims that sound in tort and are expressly designed to remedy economic loss may exist independent of a breach of contract claim[,]”40 and gave as examples common law fraud and negligent misrepresentation.41 The Colorado Supreme Court concluded its prefatory comments by stating:

In these situations where we have recognized the existence of a duty independent of any contractual obligations, the economic loss rule has no application and does not bar a plaintiff’s tort claim because the claim is based on a recognized independent duty of care and thus does not fall within the scope of the rule.42

And, after noting that “[t]he question of whether a defendant owes a plaintiff a duty to act to avoid injury is a question of law to be determined by the court[,]”43 the court “expressly adopt[ed] the economic loss rule[,]”44 and held “that a party suffering only economic loss from the breach of an express or implied contractual duty may not assert a tort claim for such a breach absent an independent duty of care under tort law.”45 I find the Colorado Supreme Court’s articulation of the economic loss rule to be consistent "with prior decisions of the Kentucky appellate courts,46 and I would therefore adopt it as the economic loss rule in this jurisdiction.

With this Court’s adoption today of Restatement (Second) of Torts § 552, we have created the independent tort action of negligent misrepresentation, which is not barred by the economic loss rule. Because EH’s ordinary negligence claim for economic loss resulting from Presnell’s alleged negligent supervision of the Project does not articulate a duty independent of Presnell’s contractual duties, however, I would hold it is barred by the economic loss rule.

For the foregoing reasons, I too would affirm the Court of Appeals and vacate the *591trial court’s summary judgment dismissing the complaint.

GRAVES, J., joins this concurring opinion.

. Penco, Inc. v. Detrex Chemical Industries, Inc., Ky.App., 672 S.W.2d 948, 951 (1984) (quoting B & C Construction Co. v. Grain Handling Corp., 521 S.W.2d 98, 102-03 (Tex.Civ.App.1975)).

. The "economic loss rule" is also referred to as "economic harm rule” and "economic loss doctrine.” BLACK’S LAW DICTIONARY 531 (7th ed.1999).

. Matthew S. Steffey, Negligence, Contract, and Architects’ Liability for Economic Loss, 82 KY. L.J. 659, 660 n. 6 (1994) ("The economic loss rule[ ] ... is usually traced to Robins Dry Dock & Repair Co. v. Flint, 275 U.S. 303, 309, 48 S.Ct. 134, 72 L.Ed. 290 (1927)[.]"). But see R. Joseph Barton, Note, Drowning in a Sea of Contract; Application of the Economic Loss Rule to Fraud and Negligent Misrepresentation Claims, 41 WM. & MARY L.REV. 1789, 1794 (2000) ("The economic loss rule is a judicially created doctrine, first articulated by the California Supreme Court in Seely v. White Motor Co. [63 Cal.2d 9, 45 Cal.Rptr. 17, 403 P.2d 145 (1965)]”).

. Sidney R. Barrett, Jr., Recovery of Economic Loss in Tort for Construction Defects: a Critical Analysis, 40 S.C. L. REV. 891, 894-895 (1989) (hereinafter "Barrett”). See also SME Industries, Inc. v. Thompson, Ventulett, Stainback and Associates, Inc., 28 P.3d 669, 680 (Utah 2001) (“The economic loss rule is a judicially created doctrine that marks the fundamental boundary between contract law, which protects expectancy interests created through agreement between the parties, and tort law, which protects individuals and their properly from physical harm by imposing a duty of reasonable care.” (citation omitted)).

. Barrett, supra note 4 at 895.

. See Seely v. White Motor Co., 403 P.2d 145 (1965) (truck); East River S.S. Corp. v. Transamerica Delaval, Inc., 476 U.S. 858, 866, 106 S.Ct. 2295, 2299-2300, 90 L.Ed.2d 865 (1986) (turbines for supertankers) ("Products liability grew out of a public policy judgment that people need more protection from dangerous products than is afforded by the law of war-*584ranly. It is clear, however, that if this development were allowed to progress too far, contract law would drown in a sea of tort.” (citation omitted)).

. Steffey, supra note 3 at 674.

. Id. at 674-75 (footnote omitted). See also SME Industries, Inc., 28 P.3d at 680 ("Simply put, the economic loss rule holds that ‘economic damages are not recoverable in negligence absent physical property damage or bodily injury.” ’ (footnote and citations omitted)); 86 C.J.S. Torts § 26(a) (1997) ("The economic loss rule bars recovery in tort when a party suffers economic loss unaccompanied by personal injury or property damage.” (footnote omitted)); BLACK’S LAW DICTIONARY 531 (7th ed.1999) ("economic-loss rule” is "[t]he principle that a plaintiff cannot sue in tort to recover for purely monetary loss — as opposed to physical injury or property damage.”).

. Steffey, supra note 3 at 675 (footnotes omitted); W. PAGE KEETON ET AL., PROSSER AND KEETON ON THE LAW OF TORTS § 92, at 657 (5th ed. 1984) ("Generally speaking, there is no general duty to exercise reasonable care to avoid intangible economic loss or losses to others that do not arise from tangible physical harm to persons and tangible things.”).

. Christopher Scott D’Angelo, The Economic Loss Doctrine: Saving Contract Warranty Law from Drowning in a Sea of Torts, 26 U. TOL. L. REV. 591, 607 (1995) ("The majority of courts have adopted the economic loss rule and do not allow recovery in tort for purely economic losses, regardless of the risk imposed.”).

. For a small sample see John I. Spangler, III & William M. Hill, The Evolving Liabilities of Construction Managers, 19 CONSTRUCTION LAW 30, 35 n. 11 (1999) (observing that "[tjhere is no dearth of articles addressing the destruction of the doctrine of privity, the economic loss rule, and the evolving tort liabilities of design professionals to third parties for negligence” and citing eleven (11) law review articles that address those topics in the construction law context). We would additionally observe that a Westlaw search for "economic loss rule” will find more than 1,000 articles.

. Sandarac Ass'n, Inc. v. W.R. Frizzell Architects, Inc., 609 So.2d 1349, 1352 (Fla.Dist.Ct. App.1992), overruled by implication by Moransais v. Heathman, 744 So.2d 973 (Fla. 1999). Paul J. Schwiep, The Economic Loss Rule Outbreak: The Monster That Ate Commercial Torts, FLA. B.J., Nov. 1995, at 34 ("[I]t is clear that judges, lawyers and commercial clients alike are all desperately struggling to define the parameters of the economic loss doctrine.”)

. For various exceptions recognized by courts see 86 C.J.S. Torts § 26(b) (1997).

. 403 P.2d 145 (Cal. 1965).

. 476 U.S. 858, 106 S.Ct. 2295, 90 L.Ed.2d 865 (1986).

. Seely, 45 Cal.Rptr. 17, 403 P.2d at 151.

. East River, 476 U.S. at 871-872, 106 S.Ct. at 2302.

. Thomas R. Yocum & Charles F. Hollis III, The Economic Loss Rule in Kentucky: Will Contract Law Drown in a Sea of Tort?, 28 N. KY. L. REV. 456, 467 (2001) (observing that Bowling Green Municipal Utilities v. Thomasson Lumber Co., 902 F.Supp. 134 (W.D.Ky. 1995) was "the first case in Kentucky to use the specific phrase 'Economic Loss Rule” ' and that the federal district court did so only after this Court declined the court's request to certify whether Kentucky would apply the economic loss rule to the facts of the case).

. Ky., 402 S.W.2d 441 (1965).

.RESTATEMENT (SECOND) TORTS § 402A (1964):

(1) One who sells any product in a defec-five condition unreasonably dangerous to the user or consumer or to his property is subject to liability for physical harm thereby caused to the ultimate user or consumer, or to his property, if
(a) the seller is engaged in the business of selling such a product, and
(b) it is expected to and does reach the user or consumer without substantial change in the condition in which it is sold.
(2) The rule stated in Subsection (1) applies although
(a) the seller has exercised all possible care in the preparation and sale of his product, and
(b) the user or consumer has not bought the product from or entered into any contractual relation with the seller, (emphasis added).

. Ky.App., 802 S.W.2d 947 (1990).

. Id. at 948 ("The only question raised as phrased by the appellant is whether it may recover from the appellee manufacturer 'in a product liability tort action based upon the doctrine of strict liability where the subject damage is limited to the product itself.”’).

. Id. (first two emphases in original and last emphasis added). This holding by the Court of Appeals is supported by the RESTATEMENT (THIRD) OF TORTS: PRODUCTS LIABILITY § 21 (1998) which provides:

For purposes of this Restatement, harm to persons or property includes economic loss if caused by harm to:
(a) the plaintiff's person; or
(b) the person of another when harm to the other interferes with an interest of the plaintiff protected by tort law; or
(c) the plaintiff s property other than the defective product itself, (emphasis added).

. Falcon Coal, 802 S.W.2d at 948 ("Sections of [the Uniform Commercial Code], KRS 355.2-314 and 355.2-315, provide a contractual remedy in a case such as this where the product sold proves to be unfit for its ordinary use.”).

. Id.

. Id. at 949.

. Id.

. Ky., 885 S.W.2d 921 (1994).

. The purchasers also sued the sellers, but the trial court severed the case against the builder from the case against the sellers for the purpose of appeal.

. Ky., 497 S.W.2d 218 (1973).

. Real Estate Marketing, Inc., 885 S.W.2d at 926.

. Id. We would note that the vigilant property owner, when he purchased the house, could have bargained with the seller for a contract or warranty to cover latent defects in the house so that he could later enforce his expectancy of a defect free house. The contrary view "fails to account for the need to keep products liability and contract law in separate spheres and to maintain a realistic limitation on damages.” East River, 476 U.S. at 870-871, 106 S.Ct. at 2302.

. Real Estate Marketing, Inc., 885 S.W.2d at 926. Like the United States Supreme Court, we fail to see a distinction based on the manner in which the product is injured. East River, 476 U.S. at 870, 106 S.Ct. at 2302 ("Nor do we find persuasive a distinction that rests on the manner in which the product is injured. We realize that the damage may be qualitative, occurring through gradual deterioration or internal breakage. Or it may be calamitous. But either way, since by definition no person or other property is damaged, the resulting loss is purely economic. Even when the harm to the product itself occurs through an abrupt, accident-like event, the resulting loss due to repair costs, decreased value, and lost profits is essentially the failure of the purchaser to receive the benefit of its bargain — traditionally the core concern of contract law.”). Some courts, however, have recognized what is referred to as the "accident exception” to the economic loss rule. See Vulcan Materials Co., Inc. v. Driltech, Inc., 251 Ga. 383, 306 S.E.2d 253, 257 (1983); Advanced Drainage Systems, Inc. v. Lowman, 210 Ga.App. 731, 437 S.E.2d 604, 607 (1993).

.Real Estate Marketing, Inc., 885 S.W.2d at 926 (citation omitted). See also Gooch v. E.I. Du Pont de Nemours & Co., 40 F.Supp.2d 863, 875 n. 5 (W.D.Ky.,1999) (“In Real Estate Marketing, Inc. v. Franz, the Kentucky Supreme Court stated that '[w]e do not go so far as the Court of Appeals’ opinion in Falcon Coal .... limiting recovery under a products liability theory to damage or destruction of property 'other’ than the product itself.' ” Thus, it appears on first glance that Kentucky would reject the economic loss doctrine. However, in Real Estate Marketing, the Supreme Court addressed whether homeowners who were not the original purchasers could assert a viable negligence claim against a homebuilder for structural defects. This case can be distinguished from cases, such as the present one, "that traditionally merit the application of the economic loss rule, in that it does not involve a transaction between a commercial buyer and seller.” In the present case, Gooch and DuPont are commercial buyers and commercial sellers.” (citations omitted)).

. 86 C.J.S. Torts § 26(a) (1997).

. Mark A. Olthoff, If You Don’t Know Where You’re Going, You’ll End Up Somewhere Else: Applicability Of Comparative Fault Principles In Purely Economic Loss Cases, 49 DRAKE L. REV. 589 (2001) (“The economic loss doctrine generally provides that tort recovery in negligence actions is precluded when the damages are limited to pecuniary harm.”).

. 10 P.3d 1256 (Colo.2000).

. Town of Alma, 10 P.3d at 1262-63 (quoting Tommy L. Griffin Plumbing & Heating Co. v. Jordan, Jones & Goulding, Inc., 320 S.C. 49, 463 S.E.2d 85, 88 (1995)) (emphasis added).

. Id. at 1263.

. Id.

. The court cited to Keller v. A.O. Smith Harvestore Prods., Inc., 819 P.2d 69, 73 (Colo. 1991) as a case where negligent misrepresentation was a tort claim based "not on principles of contractual obligation but on principles of duty and reasonable conduct.” Town of Alma, 10 P.3d at 1263. It is important to note, however, that the negligent misrepresentation claim in Keller was based upon alleged representation made by the defendant prior to the execution of the contract.

. Town of Alma, 10 P.3d at 1263.

. Id. at 1264.

. Id.

. Id. Accord Hermansen v. Tasulis, 48 P.3d 235, 240 (Utah 2002) (expressly adopting and quoting the Supreme Court of Colorado’s interpretation of the rule, the Supreme Court of Utah stated: "Therefore, the initial inquiry in cases where the line between contract and tort blurs is whether a duty exists independent of an contractual obligations between the parties. When an independent duty exists, the economic loss rule does not bar a tort claim 'because the claim is based on a recognized independent duly of care and thus does not fall within the scope of the rule.” ’).

. See discussion supra Part 111(A).