West Construction, Inc. v. Florida Blacktop, Inc.
88 So. 3d 301
| Fla. Dist. Ct. App. | 2012Background
- Florida Blacktop, a paving subcontractor, sued West Construction, a general contractor, alleging breach of oral contract, promissory estoppel, and unjust enrichment.
- Blacktop claimed West, after using Blacktop's bid to secure a Royal Palm Beach project, contracted with another to perform the paving work.
- The bid contained a preprinted clause declaring that use of Blacktop's bid would create a binding contract, but the document was unsigned and no express acceptance occurred.
- The Village of Royal Palm Beach awarded the project to West, which listed Blacktop as the asphalt subcontractor, but West hired another company to do the paving and never engaged Blacktop.
- The trial court allowed a blended jury instruction on express and implied contract theories; the jury found an oral contract and breach, and awarded damages.
- On appeal, West argued there was no competent evidence of an oral agreement; the court focused on whether an enforceable oral contract or contract implied in fact existed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an enforceable oral contract existed | Blacktop contends there was an oral contract formed when West used the bid to win the project. | West asserts there was no express acceptance or contract implied in fact from its conduct. | No enforceable contract formed; directed verdict for West appropriate |
| Whether West's use of Blacktop's bid constituted acceptance or assent | Blacktop argues that bid usage created assent to a contract. | West did not sign or agree to the preprinted terms; silence cannot be acceptance. | No acceptance; silence and preprinted clause do not create a contract |
| Whether conduct or course of dealings created a contract implied in fact | Blacktop relies on industry standard or prior dealings to imply an agreement. | There was no evidence of a binding custom, usage, or prior dealing justifying a contract implied in fact. | No contract implied in fact; reverse verdict warranted |
Key Cases Cited
- Corbin-Dykes Elec. Co. v. Burr, 500 P.2d 632 (Ariz. 1972) (bid not a contract until accepted; acceptance may be by conduct)
- Hoon v. Pate Constr. Co., 607 So.2d 423 (Fla. 4th DCA 1992) (bid does not become contract upon invitation to bid)
- W.R. Townsend Contracting, Inc. v. Jensen Civil Construction, Inc., 728 So.2d 297 (Fla. 1st DCA 1999) (subcontractor bids alone do not create express contract unless contingencies met)
- Maeda Pac. Corp. v. Electrical Constr. & Maint. Co., 764 F.2d 619 (9th Cir. 1985) (use of bid copy not legal acceptance without more)
- Holman Erection Co. v. Orville E. Madsen & Sons, Inc., 330 N.W.2d 693 (Minn. 1983) (utilizing a subcontractor's bid in prime bid does not automatically bind absent agreement)