Edge Moor Bridge Works v. Inhabitants of Bristol Cnty.

• Decision Date: 28 March 1898
• Parties: EDGE MOOR BRIDGE WORKS v. INHABITANTS OF BRISTOL COUNTY.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

170 Mass. 528

49 N.E. 918

EDGE MOOR BRIDGE WORKS

v.INHABITANTS OF BRISTOL COUNTY.

Supreme Judicial Court of Massachusetts, Norfolk.

March 28, 1898.

Appeal from superior court, Norfolk county.

Action by the Edge Moor Bridge Works against the inhabitants of Bristol county. Judgment for defendants, on demurrer to declaration. Plaintiff appeals. Affirmed.

This was an action of contract, in which the plaintiff, in its declaration, alleged that defendants, by the county commissioners, had advertised for proposals for the building of a bridge; that plaintiff submitted a proposal, and complied with all the conditions of the advertisement; and that afterwards the commissioners voted to accept plaintiff's bid, subject to certain conditions, involving an acceptance by plaintiff of the condition that the contract should depend on certain legislative action; that plaintiff agreed to such conditions, but the commissioners refused to award plaintiff the contract.

C.W. Clifford and Oliver Prescott, Jr., for appellant.

T.M. Stetson, for appellees.

ALLEN, J.

The ground of action relied on by the plaintiff corporation is not that the county commissioners actually entered into a contract with it, under which it was to do the work, but that they agreed to enter into such a contract, and afterwards refused to do so. To support this view, the plaintiff relies on the vote of the county commissioners accepting its bid and awarding the contract. We have therefore to consider whether, in view of the circumstances, the vote bears that construction. The vote is to be construed with reference to the advertisementsunder which the proposals of the plaintiff were submitted. The contract mentioned in the vote is the same contract mentioned in the advertisements, namely, the contract which was to be executed within six days from the date of notification of the award, and of the preparation and readiness for signature of the contract. A formal written contract, according to the form submitted to the bidders, was expressly provided for. After the award, the parties were to meet and execute such a contract. Where proposals and an award made thereon look to the future execution of the contract, such award is not necessarily a contract of any kind, nor an agreement to enter into a contract based upon the proposals; it is, at most, a matter to be determined whether such an agreement exists, upon a consideration of the terms and purpose of the award, construed in the light of the existing circumstances. In Lyman v. Robinson, 14 Allen, 242, where it was sought to establish a contract from letters, it was said: “A valid contract may doubtless be made by correspondence, but care should always be taken not to construe as an agreement letters which the parties intended only as preliminary negotiation. The question in such cases always is: Did they mean to contract by their correspondence, or were they only settling the terms of an agreement into which they proposed to enter after all its particulars were adjusted, which was then to be formally drawn up, and by which alone they designed to be bound?” See, also, Ridgway v. Wharton, 6 H.L.Cas. 238, and cases there cited; Winn v. Bull, 7 Ch.Div. 29; Rossiter v. Miller, 3 App.Cas. 1124; Starkey v. City of Minneapolis, 19 Minn. 203 (Gil. 166); Eads v. City of Carondelet, 42 Mo. 113; Pol.Cont. 41. Especially where the supposed contract is found only in a vote passed by a board of public officers, which looks to the preparation and execution of a formal contract in the future, care must be taken not to hold that to...