Connecticut Court Holds Prime Contractor not Required to Utilize Subcontractor Listed in Its Bid, Where It was Unaware of Bid Exclusions Later Presented by Subcontractor

Harvey Robbin Co. v. Cristwood Contracting, Inc.,
1995 Conn. Super. LEXIS 2633 (Conn. Super. Ct., Sept. 13, 1995).

Statute requiring bidder for public contract to list subcontractors did not require bidder to utilize subcontractor where subcontractors bid exclusions were not communicated until after submission of prime bid. 

Plaintiff Harvey Robbin Company, a subcontractor for HVAC (“Subcontractor”) sued Defendant Cristwood Contracting, a general contractor (“Contractor”), in connection with the construction of a physical plant at the University of Connecticut. The Subcontractor alleged, inter alia, breach of contract and detrimental reliance. In turn, the Contractor denied the Subcontractor’s principal allegations, and alleged misrepresentation on the part of the Subcontractor, and that no contract was entered into by the parties.

The Contractor submitted a bid to the Connecticut Department of Public Works for the construction of the physical plant (the “Project”). Section 4b-93 of the Connecticut General Statutes required the Contractor to include the name of its HVAC Subcontractor. On the Project, the Subcontractor intended to submit its bid in the amount of $420,000 to twelve general contractors preparing to submit bids. To this end, forty-five minutes prior to bid opening, commenced faxing its bid of $420,000, together with the listed exclusions to its bid, to the twelve contractors. Because fax lines were tied up, and in light of the looming deadline for bid opening, Plaintiff telephoned the remaining general contractors and orally communicated his bid. Defendant admitted that he received the telephone quotation from plaintiff, but claims that there were no exclusions presented in the telephone conversation. Defendant was the low bidder on the project and listed Plaintiff as the HVAC subcontractor for the price of $420,000. Upon discovery of Plaintiff’s listed exclusions to its bid, Defendant notified Plaintiff that it was no longer the low bidder for the HVAC.

The issue before the Court was whether the listing of Plaintiff as the HVAC subcontractor on Defendant’s general bid created a contract upon which Plaintiff could maintain its action. The Court noted that for an enforceable contract to exist, the Court must find that the parties’ minds had truly met, and that any agreement must be definite and certain as to its terms and requirements. Applying the facts to this standard, the Court found an obvious lack of communication between the parties relating to the listed exclusions in the Plaintiff’s bid. Accordingly, the Court held that Plaintiff and Defendant never truly had a meeting of the minds regarding the HVAC portion of the project, and thus, no contract had ever been entered into by the parties. Absent a contract, there could be no breach.

The Court also rejected Plaintiff’s argument that Defendant failed to comply with Connecticut’s statutory scheme for public contracts. Because under Connecticut law an unsuccessful bidder has no legal or equitable right in the contract, failure to comply strictly with the statutory provisions related to competitive bidding does not give plaintiff any right to maintain an action, absent a finding of favoritism, fraud or corruption.

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