Nеlson P. Davis appeals from an order dismissing with, prejudice his second amended complaint for fаilure to state a cause of action.
On 8 March 1978, the Department of Health and Rehabilitative Services (HRS) published an advertisement soliciting competitive bids for construction of a new faсility which would be constructed for lease to HRS to accommodate co-location of four HRS offices in the Ft. Walton Beach area. HRS distributed to interested bidders an Invitation to Propose.
HRS scheduled a pre-bid conference and invited all interested bidders to attend. The purposе of the pre-bid conference was to provide all bidders with a common understanding of the interpretation to be placed upon the Invitation to Propose and specifications, аnd to provide any additional information needed to enable the prospective bidders to develop a competitive bid.
During the pre-bid conference, appellant (Davis) asked to be informed of the extent to which the building was to be occupied and used by HRS so as to enablе him to reasonably estimate the cost of providing air conditioning, utilities maintenance and other services. The HRS representatives present responded by stating that all bidders should assume that the facility would be used for HRS personnel only during normal working hours which they stated were 8:00 a.m. to 5:00 p.m., Monday through Friday, except holidays. Davis prepared his bid based on that understanding.
On 25 April 1978, Davis submitted his bid to HRS and was subsequently аwarded the contract. Davis constructed the facility and leased it back to HRS, which began using the fаcility on or about 1 February 1979. Shortly thereafter, Davis was notified by HRS that it would, from time to time, be using the facility bеyond the hours of 8:00 a.m. to 5:00 p.m., and that Davis would be expected to provide the air conditioning, heating, lighting and janitorial services necessary at no additional cost to HRS.
Davis informed HRS that if HRS used the fаcility beyond the hours of 8:00 a.m. to 5:00 p.m., it would exceed the use of the facility to which Davis and HRS agreed, and that such additional use of the facility would cause him to incur costs in excess of the rent that HRS had agreed to pay; and that it would be necessary for HRS to compensate him for his additional costs.
HRS then informed Davis that it interpreted the lease to mean that Davis was obligated to provide the services 24 hours per day, 365 days per year, and that HRS would not pay additional compensation. HRS has continued to use the facility beyond the hours 8:00 a.m. to 5:00 p.m. and has refused to pay additional compensation to Davis.
On 8 August 1983, Davis filed a complaint with the trial court. On 30 August 1983, HRS filed a motion to dismiss which
The second amended complaint set forth separate and alternаtive counts for: (1) fraudulent inducement; (2) breach of contract; (3) declaration of rights; and (4) unjust enrichmеnt.
As to counts (1), (2), and (3) of the second amended complaint, each of the required elements is рresent. Each of the elements for each of these counts is pled with specificity and clаrity.
The essence of HRS’ argument is that Davis could not prevail as to any of the counts becausе the lease is clear and unambiguous on its face. Davis was told that the facility would be used from 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays. He reasonably and justifiably relied on that information in preparing his bid. He had no duty to further inquire, Bessett v. Basnett,
Likewise thе count as to unjust enrichment appears well founded. The law will not imply a contract where а valid express contract exists. Hazen v. Cobb,
In order for Davis to be entitled to a trial оn the merits, he need only have pled one cause of action adequately. The secоnd amended complaint adequately states a cause of action for all counts. Davis is entitled to a trial on the merits.
Reversed and remanded for a trial on the merits as to all counts.