385 P.3d 311
Wyo.2016Background
- Jackman Construction was the successful low bidder on a municipal water-line project; Winnelson submitted a written materials bid (Bid #1) with a 30‑day expiration and a separate immediate‑acceptance pipe quote (Bid #2).
- Jackman never signed a written acceptance of Bid #1; it ordered the pipe (Bid #2) and other materials piecemeal after Bid #1 expired and without completing the submittal process required by Winnelson’s bid.
- Winnelson honored the pipe prices from Bid #2 but invoiced later orders at current prices and added freight/expedited charges; Jackman paid most invoices during performance but later stopped paying.
- Winnelson sued for unpaid invoices; Jackman counterclaimed for breach, promissory estoppel, and negligent/intentional misrepresentation and sought recovery of amounts paid over Bid #1 prices.
- The district court found no enforceable contract under Bid #1 (statute of frauds and no written acceptance), found performance consistent with Bid #2 and later individual orders, and rejected Jackman’s promissory estoppel and fraud-based claims; it awarded Winnelson unpaid principal but denied some service charges.
- On appeal the Wyoming Supreme Court affirmed: promissory estoppel failed because Jackman did not prove a clear, definite promise or reasonable detrimental reliance; fraud was not pleaded with particularity or proven; the court erred in rejecting the parties’ stipulation on amount paid but that error was harmless.
Issues
| Issue | Jackman’s Argument | Winnelson’s Argument | Held |
|---|---|---|---|
| Promissory estoppel: enforce Bid #1 | Bid #1 was a clear promise; Jackman reasonably relied on it in its general‑contract bid and was detrimentally harmed when charged higher prices | Bid #1 was conditional, expired, and Jackman failed to satisfy bid conditions or give written acceptance; no reasonable reliance | Court: Promissory estoppel fails — Jackman did not prove a clear, definite promise nor reasonable detrimental reliance |
| Bid expiration unreasonably short | The 30‑day acceptance window was commercially unreasonable and thus unenforceable | Expiration was explicit, commercially justified (price locks), and Jackman knew it was low bidder and could have secured prices | Court: Not persuaded; expiration enforceable here given facts and Jackman’s failure to act to secure prices |
| Fraud re: price increases/freight | Invoices contained intentionally false/fraudulent charges and freight was hidden/false | Jackman never pled fraud with particularity and did not prove intentional fraud by clear and convincing evidence | Court: Fraud claim barred by Rule 9 pleading requirement and unsupported by clear/convincing evidence |
| Parties’ stipulation of payments ($679,941.52) | Parties stipulated the amount Jackman paid Winnelson; district court should accept stipulation | District court questioned exhibit accuracy and declined to rely on stipulation | Court: District court erred to reject the stipulation but the error was harmless to the outcome |
Key Cases Cited
- Four Nines Gold, Inc. v. 71 Constr., Inc., 809 P.2d 236 (Wyo. 1991) (promissory estoppel can make a bid enforceable in construction context)
- B & W Glass, Inc. v. Weather Shield Mfg., Inc., 829 P.2d 809 (Wyo. 1992) (promissory estoppel may override statute of frauds for goods over $500)
- Drennan v. Star Paving Co., 333 P.2d 757 (Cal. 1958) (subcontractor bid is a promise subject to its stated conditions; reasonable reliance requires satisfying those conditions)
- Double AA Builders, Ltd. v. Grand State Constr., LLC, 114 P.3d 835 (Ariz. Ct. App. 2005) (promissory estoppel enforced where general contractor complied with bid conditions and sought subcontractor performance within guaranteed window)
- City of Powell v. Busboom, 44 P.3d 63 (Wyo. 2002) (elements and burdens for promissory estoppel)