McAdoo Contractors, Inc. v. Harris
| Decision Date | 26 March 1969 |
| Citation | 222 Tenn. 623,26 McCanless 623,439 S.W.2d 594 |
| Parties | , 222 Tenn. 623 McADOO CONTRACTORS, INC., Appellant, v. William C. HARRIS, Jr., et al., Appellees. |
| Court | Tennessee Supreme Court |
Elam & Glasgow, Union City, for appellant.
Russell Rice, Sr., Jackson, Maddox, Lassiter & Jones, Huntingdon, and Ashley, Malone, Ashley & Lawson, Dyersburg, for appellees.
McAdoo Contractors, Inc., a general construction contractor, sued William C. Harris, Jr., individually and as architect for Carroll County, G. W. Bullock, individually and as County Judge of Carroll County, Sam C. Siegel, individually and as Vice-President of Henry I. Siegel Co., Inc., and Henry I. Siegel Co., Inc., a New York Corporation domesticated under the laws of Tennessee, and Forcum-Lannom, Inc., a Tennessee corporation, for ordinary, special and punitive damages in the total amount of $202,500.00 alleging they fraudulently conspired to deprive complainant of a contract to construct a warehouse for Carroll County, to be leased to Henry I. Siegel Company, Inc., at Bruceton; and entered into a combination in restraint of trade contrary to T.C.A. § 69--101, to prevent complainant from getting the construction contract. The bill was dismissed on demurrers, and on Judge Bullock's plea in abatement that he could not be sued as County Judge of Carroll County in Madison County; complainant has appealed assigning two errors as follows:
'1. The Chancellor erred in sustaining the plea in abatement and dismissing the bill as to the defendant, G. W. Bullock, in his official capacity of County Judge.
This was erroneous for the reason that the suit is not against Carroll County and does not seek any relief against the County. The bill alleges that the defendant, Bullock, while serving as County Judge, used his official position to wrongfully injure the complainant, resulting in great damages to it. As an agent of the County, he is suable in the same manner and for the same reasons as an individual would be suable where an agency exists.
2. The Chancellor erred in sustaining the demurrers and dismissing the complainant's bill, as amended.
The bill is maintainable because the Chancery Court has jurisdiction of the subject matter. It states facts which constitute fraud or enough badges of fraud for the Court to presume fraud. It also charges facts showing a combination or conspiracy in restraint of trade and to lessen competition within the meaning of our statutes and case law.'
While we agree Madison County Chancery Court could have jurisdiction of a suit against Bullock for his personal malfeasance, and so the first assignment standing alone would be good, we are constrained to the conclusion, even bearing in mind the preference the law has for the bill over the demurrer, that the second assignment is not good, and that the original bill was properly dismissed on the ground it failed to state a case against defendants.
The essential, unadorned facts are as follows: In November 1965, on proper authorization, Carroll County Tennessee, sold three million dollars of industrial revenue bonds to finance the building of a warehouse to be leased to defendant Henry I. Siegel Company, Inc.
Carroll County then invited bids for the construction, the invitation being in the usual form and containing this stipulation:
'The County reserves the right to reject any or all bids, to waive informalities in bidding, to accept the bid that is lowest and to its best interest in the opinion of the elected officials authorized to act in its behalf.'
McAdoo, at considerable expense, submitted the low bid of $1,675,000.00. Defendant, Forcum-Lannom, Inc., was the next low bidder at $1,697,000.77.
Later, Harris, Bullock and Siegel met with the three low bidders and Harris had them furnish lists of their subcontractors and supervisors who would work on the building.
The defendants met in Bruceton, Tennessee to discuss the award of the contract, and agreed to recommend that it be awarded to defendant, Forcum-Lannon, Inc.
A day or two later, Harris told the president of complainant company that he had made an investigation and that McAdoo would not get the contract, as he and the other defendants had decided in favor of Forcum-Lannom, Inc.
McAdoo alleges it thought it would get the contract on its low bid and that when advised defendants would recommend another contractor, 'it was most humiliating and embarrassing to the complainant and severely damages its reputation as a contractor with both its subcontractors and the public, and in the future, it will affect the ability of complainant to get subcontractors to bid on jobs; all of which is vital to complainant's business.'
On April 11, 1966, the Quarterly County Court of Carroll County voted to let the contract to Forcum-Lannom. It was announced by a representative of Henry I. Siegel Co., Inc., that it recommended that the Court award the contract to Forcum-Lannom. And defendant, Sam C. Siegel, stated in substance that he had made an investigation of McAdoo and found there was nothing wrong with other jobs done by it; that its officers and employees had excellent reputations; and that it had excellent financing; but that McAdoo had not built a warehouse of the size of the one to be built, and for that reason only, he recommended the bid be awarded Forcum-Lannom. After this discussion, the Court awarded the contract to Forcum-Lannom.
On these facts, the bill makes certain charges which it is necessary for us to consider in determining whether a case has been stated against defendants.
In support of the first basis of the original bill, fraud, McAdoo charges that all of the defendants except Forcum-Lannom were in a confidential relationship with it after its bid was submitted, and that this relationship required these defendants to disclose to it all of the facts concerning the contract and their decisions in regard thereto. And that their failure so to do was a breach of duty owed McAdoo and was fraudulent in fact and law.
McAdoo cites no authority for the proposition it had this confidential relationship. And, we know of no authority it could cite to this effect. As architect and County Judge for Carroll County, Harris' and Bullock's first duty was to it. While this primary duty would not excuse a deception...
To continue reading
Request your trial
-
Sherwood v. Microsoft Corporation
...was a product or article under the TTPA. This court relied on the Tennessee Supreme Court's decision in McAdoo Contractors, Inc. v. Harris, 222 Tenn. 623, 439 S.W.2d 594 (1969), that claims of restraint of trade in the bidding and award of construction contracts could not be brought under t......
-
Bennett v. Visa U.S.A. Inc.
...to tangible goods, not intangible services. This principle was established by the Tennessee Supreme Court in McAdoo Contractors, Inc. v. Harris, 222 Tenn. 623, 439 S.W.2d 594 (1969). In McAdoo, Carroll County invited bids for the construction of a warehouse to be leased to Henry I. Siegel C......
-
Forman v. Compensation Ins. Council
...language in Standard Oil is obiter dictum and that the supreme court case of McAdoo Contractors, Inc. v. Harris, is determinative. In McAdoo, the court held as We think it clear upon reading T.C.A. 69-101 that it has no application under the facts and circumstances of this case. The statute......
-
Trails End Campground, LLC v. Brimstone Recreation, LLC
...June 24, 2008), quoting Bennett v. VISA U.S.A., Inc., 198 S.W.3d 747, 751 (Tenn. Ct. App. 2006); see also McAdoo Contractors, Inc. v. Harris, 439 S.W.2d 594, 597 (Tenn. 1969). The transaction challenged here is a lease of property that does not directly involve "the manufacture or sale of a......
-
Tennessee. Practice Text
...or intangibles in the following situations: workers’ 1. TENN. CODE ANN. §§ 47-25-101 to -112. 2. See part 13.c of this chapter. 3. 439 S.W.2d 594 (Tenn. 1969). 4. Id . at 597 (emphasis in original). 5. 2009 Tenn. App. LEXIS 109 (Tenn. Ct. App. 2009). 6. Id . at *14-16. The court also reject......