178 U.S. 373 (1900), 217, Moffett, Hodgkins and Clarke Company v. Rochester
|Docket Nº:||No. 217|
|Citation:||178 U.S. 373, 20 S.Ct. 957, 44 L.Ed. 1108|
|Party Name:||Moffett, Hodgkins and Clarke Company v. Rochester|
|Case Date:||May 21, 1900|
|Court:||United States Supreme Court|
Argued April 10-11, 1900
CERTIORARI TO THE COURT OF
APPEALS FOR THE SECOND CIRCUIT
The City of Rochester invited proposals from contractors for two separate contracts for work to be done for the improvement of its waterworks. Among others who bid were the petitioners, the Moffett, etc. Company, who put in bids for each. Owing to causes which are set forth in full in the opinion of the Court, some serious mistakes were made in the figures in their proposals whereby the compensation that they would receive if their bids were accepted and the work performed by them would be diminished many thousand dollars. When the bids were opened by the city government, their bids were the first opened, and as they were read aloud, their engineer noticed the errors and called attention to them and stated what the figures were intended to be and should be. The statutes of New York provided that
neither the principal nor sureties on any bid or bond shall have the right to withdraw or cancel the same until the board shall have let the contract for which such bid is made and the same shall have been duly executed.
The city government rejected one of their bids and accepted the other, and called for its performance at the prices stated in the bid. The company declined to enter into a contract for the performance of the work at that price, and, claiming that the city threatened to enforce the bond given with the proposals, brought suit praying for a reformation of the proposals to conform to the asserted intention in making them and their execution as reformed, or their rescission, and for an injunction against the officers of the city, restraining, them from declaring the complainant in default, and from forfeiting or enforcing its bond. Judgment was rendered in the Circuit Court in the company's favor, which was reversed in the circuit court of appeals. The case was then brought here on certiorari. Held:
(1) That there was no doubt of the mistake on the part of the company.
(2) That there was a prompt declaration of it as soon as it was discovered.
(3) That when this was done, the transaction had not reached the degree of a contract.
The party alleging a mistake must show exactly in what it consists and the correction that should be made. The evidence must be such as to leave no reasonable doubt on the mind of the court as to either of these points. The mistake must be mutual and common to both parties to the instrument. It must appear that both have done what neither intended. A mistake on one side may be a ground for rescinding, but not for reforming a contract. Where the minds of the parties have not met, there is no contract, and hence none to be rectified. Hearne v. Marine Ins. Co., 20 Wall. 488, cited on these points and approved.
This suit grows out of alleged errors in the proposals of the complainant for the execution of certain improvements conducted by the City of Rochester, New York.
The proposals of the complainant were accepted, but it declined to enter into a contract in accordance therewith on the grounds hereafter stated, and the city, it is claimed, threatened to enforce the bond given with the proposals.
The bill prays for a reformation of the proposals to conform to the asserted intention in making them and their execution as reformed, or their rescission. Also an injunction against the officers of the city declaring complainant in default, its bond forfeited or enforced.
The substance of the bill is that the City of Rochester, through its proper executive board, determined to make improvements and extensions in the city's waterworks, and, among other things, to construct a masonry conduit for a distance of 12,000 feet from Hemlock Lake northward, and proposed to enter into a contract therefor. The contract was known as contract No. 1.
Also to construct a riveted steel pipe conduit thirty-eight inches or forty inches in diameter commencing at the north end of the masonry conduit and terminating at Mount Hope Reservoir, in the city -- length, about 140,000 feet. The contract was known as contract No. 2.
Voluminous specifications were prepared by the city in printed form, aggregating about 300 printed pages,
elaborately specifying, with infinite detail, the requirements of the executive board, the method in which the work was to be performed, the character of the materials required to be furnished, and the tests to which the materials were to be subjected. A copy of the schedule, with other schedules, was attached to the bill.
On December 10, 1892, public notice was given to contractors that proposals would be received for such work until 12 o'clock noon of December 23, 1892, at which time the bids were to be publicly opened by the chairman of the executive board.
The complainant was a contractor having an office in New York, and employed engineers to prepare proposals of the character contemplated by the City of Rochester, and complainant's officers were engaged in important and distracting occupations, and connected with other business which required them to delegate the duties ordinarily performed by them in connection with the work, such as described, to their subordinates. The agents of complainants, though they exercised due diligence, were unable to procure the forms of the proposals for such contracts until on or about the 15th of December, 1892, and its engineer proceeded to Rochester on the 20th of December, 1892, having attempted in the meantime to familiarize himself with the terms of such contracts, and there conferred with the engineers of the city, visited the line of the proposed conduit, and proceeded with the preparation of the proposals of the contracts Nos. 1 and 2.
The labor devolving upon him in the period of time allowed him for preparing the proposals made him nervous and confused, and in transcribing the figures prepared by him he accidentally made certain clerical errors.
Contract No. 2 submitted for consideration two routes, over 8,000 feet of the 140,000 of the proposed steel conduit. They were respectively designated in the proposals and specifications route "A" and route "B," and the city reserved the right of electing either of them, and further electing to require a thirty-eight-inch pipe or a forty-inch pipe to be furnished by contractors.
Route A was located in alluvial flats through which the
creek meanders, and involved several crossings of its existing and former channels. Route B was located wholly west of the creek, and required the construction of a tunnel with the necessary shafts, inlet and overflow chambers, manholes, and their appurtenances.
The specifications of route A involved sixty-one different items and quantities of work and materials, route B seventy-five. Among the items of route B [20 S.Ct. 958] was that known as "d," and described in the specifications as follows:
For all earth excavations in open trenches or pits, for the masonry and pipe conduit, entrance and overflow chambers, gate vaults, blow offs, pipe overflows, bridges, railroad crossings, creek crossings, and culverts carried under said conduit, including bracing and sheeting, backfilling of trenches, and masonry, making embankments, and other final disposal of the excavated material with haul of 1,000 feet or less, bailing and draining and all incidental work.
That item in route A was in precisely the same language, and the quantity of excavation contemplated by said items was 184,000 cubic feet of earth, and referred to precisely the same work. The complainant and its engineer intended to bid for said work the sum of 70 cents per cubic yard, and which sum was a fair and reasonable price for the work, and such sum was inserted in the proposal for route A, but by accident and mistake, 50 cents was inserted in the proposal for route B, and the price intended to be proposed therefor was some $36,800. The...
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