Jaybe Const. Co. v. Beco, Inc.
| Decision Date | 16 September 1965 |
| Docket Number | No. CV,CV |
| Citation | 216 A.2d 208,3 Conn.Cir.Ct. 406 |
| Court | Circuit Court of Connecticut. Connecticut Circuit Court, Appellate Division |
| Parties | JAYBE CONSTRUCTION COMPANY v. BECO, INC. 5-645-4016. |
Morris Apter, Hartford, for appellant (defendant).
Harold B. Yudkin, Derby, for appellee (plaintiff).
The plaintiff brought this action to recover for damage arising out of the defendant's failure to furnish and instal certain equipment in accordance with an alleged contract existing between the parties. The court found for the plaintiff, and the defendant has appealed, assigning error in the court's refusal to correct the finding and in that the conclusions are not supported by the court's finding of facts. The defendant abandoned its first assignment of error; therefore, we need only consider whether the conclusions of the court are supported by the subordinate facts found.
The court's finding may be summarized as follows: Prior to March 30, 1964, the plaintiff obtained certain plans and specifications from the state of Connecticut concerning certain renovations to be made at the Southbury Training School, in preparation for bidding on the job. The defendant learned that the plaintiff and other contractors had obtained such plans and specifications. On March 30, 1964, the defendant, without solicitation, sent a letter to the plaintiff and other contractors relative to the furnishing and installation of certain kitchen equipment, called for under the overall plan, for the sum of $14,450. 1
The plaintiff and the defendant were not acquainted with one another prior to this communication. The plaintiff submitted an overall bid to the state of $59,900, incorporating in its bid the figure of $14,450 contained in the defendant's letter of March 30, 1964. On April 8, 1964, the bids were opened by the state of Connecticut, and on April 13, 1964, the plaintiff was notified, informally, that it was being awarded the contract. On April 13, 1964, the plaintiff for the first time communicated with the defendant by telephone, stating that the plaintiff had been awarded the contract and that it had included the defendant's figure, contained in its letter of March 30, 1964, in the overall bid. The plaintiff stated that the bid to the state was a 'close' one, and if possible the plaintiff would like to have the defendant 'shave' its figure, but in any event the offer of the defendant as submitted in its letter of March 30, 1964, was accepted, and a formal contract would be sent for the defendant's signature. On April 14, 1964, the defendant checked with the public works department of the state of Connecticut and ascertained that it could not substitute certain equipment, and as a result the defendant sent a letter dated April 14, 1964, to the plaintiff setting forth a price of $15,450 instead of the original figure of $14,450. On April 15, 1964, the plaintiff was formally notified by the state that it had been awarded the contract, and the plaintiff sent a 'contract' dated April 13, 1964, for the defendant's signature. The defendant refused to sign and refused to do the work for $14,450. The work was completed by another subcontractor for $15,450. (It was stipulated at the trial that if the court found the issues for the plaintiff the amount of damages would be $1000). On these facts, the court concluded that the defendant's letter of March 30, 1964, was an offer which on acceptance would ripen into a contract. There was nothing in the letter of March 30, 1964, to indicate it was a mere quotation, and both parties considered it to be an offer. The offer was accepted by the plaintiff by its telephone call of April 13, 1964, and it became a binding contract. The plaintiff's request to 'shave' the figure was merely and inquiry and not a rejection or a counter-offer. The written 'contract' dated April 13, 1964, was no more than putting in writing what the parties had already agreed to orally.
The defendant has raised three questions: (1) Was the letter of March 30, 1964, an offer or a mere invitation to negotiate? (2) Was the telephone conversation of April 14, 1964, an acceptance so as to create a binding contract? (3) Did the parties intend an executed writing to be a prerequisite to creation of a binding contract? The court's conclusions must be tested by the subordinate facts as found and must stand unless they are legally or logically inconsistent with those facts or unless they involve some erroneous rule of law material to the case. Kielb v. Weinberg Realty Corporation, 147 Conn. 677, 680, 165 A.2d 601.
At the outset, certain general comments in the nature of relevant principles of the law of contracts appear to be in order. Broadly stated, preliminary negotiations as to the terms of an agreement do not constitute a contract. But the nature of the particular acts or conduct and the surrounding circumstances are to be considered. In view of these considerations, a matter of interpretation arises for determination. The law is clear that a contract includes not only what is expressly stated therein but also what is necessarily implied from the language used. Citizens' Committee of the North End v. Hampton, 19 Conn.Sup. 375, 377, 114 A.2d 388. It is often difficult to draw an exact line between offers and negotiations preliminary thereto. It is common for one who wishes to make a bargain to try to induce the other party to the intended transaction to make a definite offer, he himself suggesting with more or less definiteness the nature of the contract he is willing to enter into. Apart from any direct language indicating an intent to defer the formation of the contract, the definiteness or the indefiniteness of the words used in opening the negotiations must be considered, as well as the usages of business and, indeed, all accompanying circumstances. Greenwich Plumbing & Heating Co. v. A. Barbaresi & Son, Inc., 147 Conn. 580, 586, 164 A.2d 405; Leo F. Piazza Paving Co. v. Bebek & Brkich, 141 Cal.App.2d 226, 230, 296 P.2d 368; 12 Am.Jur. 526, Contracts, § 28. The determination whether a certain communication by one party to another is an operative offer, and not merely an inoperative step in the preliminary negotiations, is a matter of interpretation in the light of all the surrounding circumstances. 1 Corbin, Contracts § 23, p. 67. From the nature of such communications, the question whether certain acts or conduct constitutes a definite proposal, upon which a binding contract may be predicated without any further action on the part of the person from whom it proceeds, or a mere preliminary step which is not...
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