Mag Const. Co. v. McLean County

• Decision Date: 08 December 1970
• Docket Number: No. 8592,8592
• Parties: MAG CONSTRUCTION COMPANY, Plaintiff and Appellant, v. McLEAN COUNTY, Defendant and Respondent. Civ.
• Court: North Dakota Supreme Court

Page 718

181 N.W.2d 718

MAG CONSTRUCTION COMPANY, Plaintiff and Appellant, v. McLEAN COUNTY, Defendant and Respondent.

Civ. No. 8592.

Supreme Court of North Dakota.

Dec. 8, 1970.

Rehearing Denied Dec. 23, 1970.

Syllabus by the Court

1. To be valid and enforceable, where there has been no partial performance, a contract must be reasonably definite and certain in its terms. It must spell out the obligations of each of the parties with reasonable definiteness.

2. Where an agreement is so uncertain and incomplete as to any of its essential terms that it cannot be carried into effect without new and additional stipulations between the parties, it will be held to be invalid.

3. Where the County advertised for bids to haul gravel for county roads without agreeing to have any gravel hauled, and where plaintiff submitted a bid to haul gravel without agreeing that it would haul any gravel or that it would haul whatever gravel would be needed during any period of time, and where the plaintiff thereafter was not requested to haul any gravel, although its bid was 'accepted,' and where plaintiff did nothing in the performance of its offer to haul gravel, no contract was entered into by the parties which the courts will attempt to enforce.

4. For reasons stated in the opinion, the judgment of the district court dismissing the plaintiff's complaint is affirmed.

William R. Mills, Bismarck, for plaintiff and appellant.

John Romanick, State's Atty., Washburn, for defendant and respondent.

STRUTZ, Judge, on reassignment.

In April 1966, McLean County advertised for bids for loading and hauling of gravel, to be delivered on highways or in stockpiles. The call for bids, so far as it relates to this action, read as follows:

'NOTICE FOR BIDS

'The Board of County Commissioners, McLean County, North Dakota, will open sealed bids in their office in the courthouse in Washburn at 2:30 o'clock P.M. on Tuesday, May 17th, 1966 for the following:

'ITEM NO. 1 * * *

'ITEM NO. 2 * * *

'ITEM NO. 3

Road gravel delivered on highways or in stockpiles. In the case of crushed gravel, bids will be for gravel crushed to 3/4 inch and measured on a ton and ton-mile basis.

In the case of screened gravel, bids will be for gravel screened to 1 inch and measured on a yard and yard-mile basis or ton and ton-mile basis.

'Bids to be addressed to the McLean County Auditor and plainly marked on the outside of the envelope, 'Bids for sale or rental of Equipment'.

'The Board reserves the right to reject any and all bids, to waive technicalities and to accept that bid or those bids which appear to be to the best interest of McLean County.

'Dated at Washburn, North Dakota, this 7th day of April, 1966.

'Board of County Commissioners,

McLean County, North Dakota

Otto Bauer

Chairman

'Attest:

Otto Vetter

County Auditor'

Pursuant to this call for bids, the plaintiff submitted the following bid:

'Gravel Loading & Hauling Bids to McLean Co.

'Loading--14 1/2 Per cubic yd.

'Hauling--.25 Per yd for first 3 miles--

.07 Per yd mile thereafter.

'Mag Construction Company

Box 172 Wilton No. Dak

'Lic. No. D--2244

'By (Signed) DAVID GREGORYK Pres.'

This bid was 'accepted' by the Board of County Commissioners and the plaintiff was notified of its acceptance. However, the plaintiff never was called upon to do any loading and hauling of gravel for the defendant. Such loading and hauling as was done for the defendant County was done by parties other than the plaintiff.

The plaintiff brings this action against the County, demanding that it be paid for loading and hauling done for the County by others, and that such payment be on the basis of the plaintiff's bid which had been accepted by the defendant. The trial court dismissed the plaintiff's complaint, and the plaintiff has appealed to this court, demanding trial de novo.

The only issue to be determined on this appeal is whether the parties had entered into a contract which would support an action by the plaintiff for its breach. The call for bids requested that bids be submitted for loading and hauling gravel to be delivered on highways or in stockpiles. Such call for bids did not mention any amount of gravel to be loaded, hauled, and delivered, and did not bind the County to have a single yard delivered. The bid submitted by the plaintiff to haul and stockpile for the figures set forth therein did not require the plaintiff to haul any amount of gravel. The call for bids furthermore did not fix a period of time within which the loading and hauling was to be done.

The courts do not favor the destruction of contracts because of uncertainty, but will, if feasible, construe agreements so as to carry into effect the reasonable intention of the parties, if that can be determined. Hughes Realty Co. v. Breitbach, 98 N.W.2d 374 (N.D.1959); Ontario Downs, Inc. v. Lauppe, 192 Cal.App.2d 697, 13 Cal.Rptr. 782 (1961).

To be valid and enforceable, however, a contract must be reasonably definite and certain in its terms so that a court may require it to be performed. Morey v. Hoffman, 12 Ill.2d 125, 145 N.E.2d 644 (1957). It must spell out the obligations of each of the parties with reasonable definiteness. Indefiniteness as to any essential element of the agreement may prevent the creation of an enforceable contract. Hansen v. Snell, 11 Utah 2d 64, 354 P.2d 1070 (1960). Thus contracts must be definite enough to enable a court to ascertain just what is required of the respective parties in the performance thereof. C...