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H. W. Stanfield Construction Corp. v. Robert McMullan & Son, Inc.

Citations: 14 Cal. App. 3d 848; 92 Cal. Rptr. 669; 1971 Cal. App. LEXIS 1037Docket: Civ. 10131

Court: California Court of Appeal; January 28, 1971; California; State Appellate Court

Narrative Opinion Summary

The case involves an appeal by a painting subcontractor against a judgment awarding damages to general contractors due to the subcontractor's refusal to honor a bid for painting work. The subcontractor submitted a telephonic bid, which was significantly lower than others, and later revised it following the general contractors' request for verification. The general contractors' bid, incorporating the revised bid, was accepted by the U.S. Navy, leading to a proposed written contract with the subcontractor. The subcontractor refused to sign, citing additional terms and extra work not included in the original bid. The court applied promissory estoppel, referencing Drennan v. Star Paving Co., finding that the general contractors reasonably relied on the subcontractor's bid without knowledge of any error. The subcontractor's argument that the additional terms constituted a counteroffer was rejected. The court ruled that the loss from the subcontractor's mistake should be borne by them, affirming that the general contractors acted within a reasonable timeframe. The judgment awarded the plaintiffs the difference between the accepted bid and the next lowest bid, upholding the application of promissory estoppel and dismissing the claim of an unenforceable contract. The appellate court affirmed the judgment, with concurring opinions from the panel.

Legal Issues Addressed

Counteroffer and Contract Formation

Application: The court determined that the additional terms proposed by the plaintiffs did not constitute a counteroffer and did not reopen negotiations.

Reasoning: The defendant argued that these additional terms rejected its bid and constituted a counteroffer. However, the court determined these terms were not material and did not constitute a counteroffer.

Promissory Estoppel in Construction Bids

Application: The court applied the doctrine of promissory estoppel, finding that the plaintiffs relied on the defendant's bid without knowledge of any mistake, which was unilateral and the defendant's fault.

Reasoning: The trial judge concluded that the facts of the case were akin to those in Drennan v. Star Paving Co., applying the doctrine of promissory estoppel to favor the plaintiffs.

Reasonable Reliance on Bid

Application: The plaintiffs' reliance on the defendant's bid was deemed reasonable, as they sought verification and received a revised bid from the defendant, forming the basis for their prime contract bid.

Reasoning: Despite being aware that the defendant's bid was lower than others, the plaintiffs had previously raised concerns regarding the first bid and were entitled to assume the validity of the second bid.

Unilateral Mistake in Bidding

Application: The defendant's unilateral mistake in not accounting for painting the joists was not a valid defense, as the loss should be borne by the party responsible for the mistake.

Reasoning: The court referenced Drennan v. Star Paving Co., emphasizing that losses from a mistake should be borne by the party responsible for it, which in this case pertains to the subcontractor and general contractor relationship.