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contractbreach of contractdefendantcorporation

contractplaintiffdefendantwill

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Maurice Elec. Supply Co., Inc. v. Anderson Safeway Guard Rail Corp., 632 F.Supp. 1082

Facts

Maurice Electric sought price quotes for high mast lighting poles from various suppliers for a construction project at the Ft. McHenry Toll Plaza. They received a notably low price quote from Skyline Structures, a former subdivision of Anderson Safeway. However, the quote was based on standard products, not the specific requirements of the Maryland Department of Transportation, which Skyline could not fulfill. When Maurice Electric placed an order based on the quote, Skyline rejected it, leading to Maurice Electric incurring additional costs to source the poles from other suppliers.

This case was tried to the bench October 21–22, 1985. Based on the findings of fact and conclusions of law announced below, the Court will enter judgment for the defendant.

Issue

Did a contract exist between Maurice Electric and Anderson Safeway based on the price quote provided, and was Maurice Electric's reliance on that quote reasonable?

A necessary step in the formation of any contract is the making of an offer creating in the offeree the power of acceptance.

Rule

A mere price quotation is generally not considered an offer but an invitation to negotiate. For a contract to exist, the offer must be definite and certain, and the acceptance must be made under circumstances evidencing the intent to create a binding contract.

The general rule is that a mere price quotation is not an offer, but rather is an invitation to enter into negotiations or a mere suggestion to induce offers by others.

Analysis

The court determined that the November price quote was not an offer because it lacked the necessary definiteness and certainty required to form a contract. Additionally, the course of dealing between the parties indicated that Maurice Electric should have known that Skyline's acceptance was required before any contract could be formed. The significant price differences between Skyline's quote and those from other suppliers further supported the conclusion that Maurice Electric's reliance on the quote was unreasonable.

The Court concludes that the price quote was not definite or certain enough to be capable of being converted into a contract by plaintiff's acceptance.

Conclusion

The court concluded that no contract existed between the parties, and therefore, Maurice Electric could not recover for breach of contract or promissory estoppel. Judgment was entered in favor of the defendant.

In sum, the November price quotes on high mast poles were not certain or definite nor were they given by Skyline with the intent that it be bound.

Who won?

Defendant Anderson Safeway Guard Rail Corporation prevailed because the court found that no binding contract was formed due to the lack of a definite offer and unreasonable reliance by Maurice Electric.

Judgment for defendant.

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