Jamison Electric, LLC v. Dave Orf, Inc.
2013 Mo. App. LEXIS 423
| Mo. Ct. App. | 2013Background
- Jamison Electric LLC sued Orf, Inc. for breach of contract and promissory estoppel after not being used as the electrical subcontractor on the St. Louis County Communications Center Project.
- The St. Louis County RFP required subcontractor identification and stated listed subcontractors would be used unless permission to change was granted by County.
- Orf included Jamison in its bid and revised Jamison’s bid, but ultimately used a different electrical subcontractor on the project.
- Jamison alleged the RFP created a promise binding Orf to use Jamison if Orf was awarded the project.
- The trial court dismissed the action for failure to state a claim; the appellate court reviews de novo and affirms finding no promise between Orf and Jamison.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did the RFP create a binding promise? | Jamison argues the RFP bindingly promised use if awarded. | Orf contends the RFP is not an offer or promise between Orf and Jamison. | No binding promise; RFP not a contract promise between Orf and Jamison. |
| Is Maeda controlling when the RFP binds a principal to a subcontractor? | Maeda supports promise when contractor promises work on conditions. | Maeda is inapplicable; here No direct promise from Orf to Jamison. | Maeda is inapposite; no direct Orf-to-Jamison promise exists. |
| Can the petition state breach of contract or promissory estoppel without a promise by Orf to Jamison? | The RFP language constitutes a promise binding Orf to Jamison. | A valid claim requires a direct promise to Jamison, which is absent. | Petition fails to allege a promise; claims dismissed. |
Key Cases Cited
- Maeda Pac. Corp. v. Electrical Construction & Maint. Co., 764 F.2d 619 (9th Cir. 1985) (promise must be direct between contractor and subcontractor; Maeda distinguishable)
- East v. Galebridge Custom Builders, Inc., 839 S.W.2d 720 (Mo.App. E.D. 1992) (no privity; breach action requires direct relationship)
- Metcalf & Eddy Services, Inc. v. City of St. Charles, 701 S.W.2d 497 (Mo.App. E.D. 1985) (RFP not an offer to contract; proposals to receive proposals)
- White v. White, 293 S.W.3d 1 (Mo.App. W.D. 2009) (elements of contract breach require promise and performance)
- Clark v. Washington University, 906 S.W.2d 789 (Mo.App. E.D. 1995) (promissory estoppel requires a definite promise and reliance)
- Clevenger v. Oliver Ins. Agency, Inc., 237 S.W.3d 588 (Mo. banc 2007) (promissory estoppel requires contractual sense to promise)