Cedroni Associates, Inc v. Tomblinson, Harburn Associates, Architects & Planners, Inc
821 N.W.2d 1
Mich.2012Background
- Davison Community Schools selected a private architectural firm to assist in bid evaluation for a public construction project.
- Plaintiff Cedroni Assoc, lowest bidder, sued defendant for tortious interference with a business expectancy.
- Trial court granted summary disposition finding no valid business expectancy.
- Court of Appeals majority reversed, finding a genuine issue of material fact as to the expectancy.
- Court ultimately reversed the Court of Appeals and reinstated summary disposition for defendant.
- Court held plaintiff had no valid business expectancy under public-bid discretionary framework.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether plaintiff had a valid business expectancy. | Cedroni contends the bid, policy terms, and contractor responsibility criteria created a realistic expectation. | Cedroni argues there is no reasonable probability plaintiff would obtain the contract due to discretionary public bidding. | No valid business expectancy. |
| Whether defendant's communications and conduct amounted to intentional, improper interference. | Plaintiff suggests improper influence biased the district against it. | Defendant argues discretionary decision-making is immune absent fraud or bad faith. | Unnecessary to reach on the dispositive issue; court did not address. |
Key Cases Cited
- Talbot Paving Co v Detroit, 109 Mich 657 (1896) (lowest bid lacks private right of action under municipal bidding)
- Lasky v City of Bad Axe, 352 Mich 272 (1958) (charter provisions protect taxpayers, not bidders)
- Leavy v City of Jackson, 247 Mich 447 (1929) (favoring deference to public bidding decisions; judiciary’s limited role)
- Kundinger v City of Saginaw, 132 Mich 395 (1903) (courts cannot substitute the honest judgment of the government entity)
- Joba Constr Co, Inc v Burns & Roe, Inc, 121 Mich App 615 (1982) (disappointed-bidder rule limited to governmental entities; not extended to private disputes)
- Mago Constr Co v Anderson, Eckstein & Westrick, Inc, unpublished (1996) (distinguished; nonconforming bid factored into expectancy; unpublished opinion not controlling)
- Detroit v Wayne Circuit Judge, 128 Mich 438 (1901) (standing of disappointed bidder against public entity; protection of public interest)
- Trepel v Pontiac Osteopathic Hosp, 135 Mich App 361 (1984) (expectancy must be reasonable, not mere wishful thinking)
- Dalley v Dykema Gossett PLLC, 287 Mich App 296 (2010) (elements of tortious interference include valid expectancy and breach due to interference)
- BPS Clinical Laboratories v Blue Cross & Blue Shield of Mich (On Remand), 217 Mich App 687 (1996) (defines elements of tortious interference with business relationships)
- EBI-Detroit, Inc v Detroit, 279 Fed Appx 340 (6th Cir. 2008) (unpublished Seventh Circuit decision cited on point of private-vs-public bidding distinction)