Cedroni Associates, Inc. v. Tomblinson, Harburn Associates, Architects & Planners, Inc.
802 N.W.2d 682
Mich. Ct. App.2010Background
- Davison Community Schools bid on a two-site construction project; defendant, an architectural firm, assisted in bid evaluation and recommended award to the second-lowest bidder despite plaintiff submitting the lowest bid.
- Bidding documentation and district policy (FMP) require awards to the lowest responsible bidder, but also reserve grounds to reject bids based on responsibility criteria.
- Trial court granted summary disposition under MCR 2.116(C)(10), holding plaintiff had no valid business expectancy and defendant’s conduct not improper.
- Court reviews de novo whether a genuine issue of material fact exists; the majority reverses, holding there are genuine issues as to (i) validity of plaintiff’s business expectancy, and (ii) whether defendant’s actions were intentional and improper.
- Court analyzes whether plaintiff, as lowest bidder, could have had a reasonable probability of award given discretion in evaluating responsibility and the potential for improper interference.
- Dissent argues defendant was an agency of the DCS and that plaintiff had no valid business expectancy, affirming summary disposition.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of a valid business expectancy for the lowest bidder | Plaintiff had a valid business expectancy as the lowest responsible bidder. | Discretion to reject bids means no guaranteed expectancy; only fair evaluation was possible. | Genuine issue of material fact exists as to a valid business expectancy. |
| Whether defendant was an independent third party or a DCS agent | Defendant acted as a third party interfering with plaintiff’s expectancy. | Defendant acted as an agent of the DCS; not a separate third party. | Issue of agency/third-party status whether sufficient for liability; remand needed. |
| Whether defendant’s conduct was intentional and improper | Evidence shows malice or improper motive in recommendations to DCS. | Recommendations were legitimate professional judgments. | There is a factual dispute on intent/improper conduct; summary disposition inappropriate. |
| Causation—did defendant’s conduct cause the loss of contract | Defendant’s recommendation caused award to second-lowest bidder, harming plaintiff. | Award decision involved multiple criteria; defendant’s input was only one factor. | Causation/impact unresolved; requires trial to sort credibility and weight of evidence. |
Key Cases Cited
- Dalley v Dykema Gossett PLLC, 287 Mich App 296 (2010) (elements of tortious interference; valid business expectancy defined)
- Blazer Foods, Inc v Restaurant Props, Inc, 259 Mich App 241 (2003) (valid business expectancy requires more than mere optimism)
- First Pub Corp v Parfet, 246 Mich App 182 (2001) (need a reasonable likelihood, not mere wishful thinking)
- Trepel v Pontiac Osteopathic Hosp, 135 Mich App 361 (1984) (scope of governmental discretion and its impact on expectancy)
- Joba Constr Co, Inc v Burns & Roe, Inc, 121 Mich App 615 (1982) (lowest bid and reasonable expectancy; discretion in award process)
- Kostin Estate, 278 Mich App 47 (2008) (use of mandatory language; interpret contractual terms to avoid surplusage)