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Drennan v. Star Paving Co.

Citations: 51 Cal. 2d 409; 333 P.2d 757; 1958 Cal. LEXIS 245Docket: L. A. 25024

Court: California Supreme Court; December 31, 1958; California; State Supreme Court

Narrative Opinion Summary

This case involves a dispute between a general contractor and a subcontractor over a paving bid. The general contractor, having relied on the subcontractor's bid of $7,131.60, included it in his bid for a school project and won the contract. However, the subcontractor later refused to honor the bid, demanding $15,000 instead. The general contractor hired another subcontractor for $10,948.60 and sought damages for the difference. The court found that the subcontractor's bid constituted a definite offer, upon which the general contractor justifiably relied. Applying Section 90 of the Restatement of Contracts, the court ruled that this reliance made the offer irrevocable, even absent traditional consideration. The subcontractor's argument that the bid was revocable until accepted was dismissed, as the court emphasized the duty of reasonable care in bid preparation. Furthermore, the subcontractor's mistake did not excuse performance because the general contractor had no knowledge of any error. The court upheld the trial court's award of $3,817 to the general contractor, highlighting the sufficiency of the contractor's efforts to mitigate damages by promptly securing alternative bids. The judgment affirmed the application of reasonable reliance in contract law to prevent injustice.

Legal Issues Addressed

Detrimental Reliance and Irrevocability of Offers

Application: The court applied Section 90 of the Restatement of Contracts, holding that the plaintiff's reliance on the defendant's bid rendered the offer irrevocable, even without consideration.

Reasoning: According to Section 90 of the Restatement of Contracts, a promise that the promisor should reasonably expect to induce significant action or forbearance from the promisee is binding if enforcing the promise can prevent injustice.

Duty of Care in Bid Preparation

Application: The defendant was found to have a duty to exercise reasonable care in preparing its bid, as any mistake in the bid was not known to the plaintiff and caused harm when relied upon.

Reasoning: Defendant had a duty to exercise reasonable care in preparing its bid, despite any understanding that the offer was revocable until accepted.

Mitigation of Damages

Application: The court determined that the plaintiff adequately mitigated damages by seeking alternative bids and hiring another subcontractor after the defendant's default.

Reasoning: The plaintiff successfully demonstrated efforts to mitigate by obtaining alternative bids after the defendant's default, including hiring another subcontractor at a specified cost.

Reasonable Reliance and Enforcement of Promises

Application: The court found that reasonable reliance on a promise can substitute for traditional consideration, thereby making the defendant's bid binding on the grounds of preventing injustice.

Reasoning: Reasonable reliance can substitute for traditional consideration in contract law, holding the offeror accountable.

Unilateral Contract Offers and Revocation

Application: The court rejected the outdated theory that unilateral offers are revocable at any time before performance, applying Section 45 of the Restatement, which binds the offeror upon part performance by the offeree.

Reasoning: The outdated theory that unilateral offers are revocable at any time before performance has been rejected. Instead, Section 45 of the Restatement stipulates that if part of the requested consideration is provided, the offeror is bound by the contract, with the duty of performance contingent upon full consideration being given within a stated or reasonable time.