220 A.3d 745
R.I.2019Background
- May 2007 fire at Bradford Dyeing required a two‑phase roof restoration; Phase II (full roof replacement) is the dispute's subject.
- Commonwealth Engineers designed Phase II and solicited bids; E.W. Burman was the low bidder and attended an August 27 scope meeting with Commonwealth and Liberty Mutual (no Bradford representative attended).
- Burman and E.W. Burman thereafter exchanged draft written contracts with Bradford (via Commonwealth), incurred costs, and ordered materials before any written contract was signed.
- Commonwealth sent emails in September advising Burman to delay site visits and warning that "all work done to date and until a contract is signed, is at your own risk." Negotiations continued into November.
- After Bradford and its insurer agreed on coverage, Bradford changed the roof design; Burman invoiced Bradford for purchased materials and submitted a new bid; Bradford refused payment, saying no contract existed.
- Plaintiff sued for breach (express and implied), quasi‑contract, and later promissory estoppel; after a bench trial the Superior Court found no oral or implied contract and denied quasi‑contract and promissory‑estoppel relief; the Supreme Court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of an oral contract | An oral contract was formed at the Aug 27 scope meeting; parties manifested intent to be bound. | No mutual assent; parties intended a written contract and continued negotiating terms. | No oral contract—trial justice credited defendant witnesses; objective intent to be bound only by written agreement. |
| Authority of Commonwealth (agency) | Commonwealth acted as Bradford’s agent and thus could bind Bradford. | Commonwealth was an intermediary/facilitator with no authority to bind Bradford. | Commonwealth was an intermediary; competent record evidence supports trial justice’s credibility finding—no agency. |
| Recovery via quasi‑contract / promissory estoppel | Substantial performance and reliance on project communications entitle Burman to recovery. | Plaintiff proceeded at its own risk; Bradford made no enforceable promise to pay absent a signed contract. | Trial justice found no quasi‑contract or promissory‑estoppel relief; Supreme Court affirmed (promissory‑estoppel argument on appeal waived). |
| Reliance on communications / emergency conditions | Project urgency and communications (e.g., purported "green light") excuse proceeding without a signed contract. | Emails expressly warned work was at plaintiff’s risk; Bradford opposed starting without a written contract. | Court upheld inference that emails and negotiations put Burman on notice he proceeded at his own risk; urgency did not create binding oral agreement. |
Key Cases Cited
- Opella v. Opella, 896 A.2d 714 (R.I. 2006) (contract formation requires offer, acceptance, and objective intent to be bound)
- Smith v. Boyd, 553 A.2d 131 (R.I. 1989) (parties’ intent not to be bound where a written instrument is contemplated; burden on party asserting oral contract)
- Filippi v. Filippi, 818 A.2d 608 (R.I. 2003) (objective intent measured by external manifestations)
- Kilmartin v. Barbuto, 158 A.3d 735 (R.I. 2017) (trial‑court factual findings in nonjury cases entitled to great weight on appeal)
- Cote v. Aiello, 148 A.3d 537 (R.I. 2016) (appellate standard for reviewing trial justice factual determinations)