Paterson v. Board of Trustees of Montecito Union SchoolDist.
| Decision Date | 24 February 1958 |
| Citation | 157 Cal.App.2d 811,321 P.2d 825 |
| Court | California Court of Appeals Court of Appeals |
| Parties | Robert D. PATERSON, Plaintiff and Respondent, v. The BOARD OF TRUSTEES OF The MONTECITO UNION SCHOOL DISTRICT et al., Defendants and Appellants. Civ. 22206. |
Vern B. Thomas, Dist. Atty., and John G. Barnes, Jr., Deputy Dist. Atty., Santa Barbara, for appellants.
Cornwall & Westwick and John A. Westwick, Santa Barbara, for respondent.
Edmund G. Brown, Atty. Gen., and Richard H. Perry, Deputy Atty. Gen., amici curiae on behalf of appellants.
Plaintiff brought this action against defendant, The Board of Trustees of the Montecito Union School District (hereinafter referred to as 'Board of Trustees') and the individual members thereof to reform a school building construction contract, after full performance by plaintiff and defendants, to recover for a deficiency in the bid and contract price resulting from plaintiff's clerical error in making his cost computations. Plaintiff had judgment and defendants appeal.
The facts are simple and without substantial conflict. The Board of Trustees employed Chester Carjola, a licensed architect, to prepare plans and specifications for a new school building at Montecito, California. Plaintiff, a licensed contractor, in response to an advertisement for bids on the building, prepared and submitted a total bid of $144,800. In computing his bid, plaintiff used a work sheet on which he entered the figure of $12,000 for the plumbing subcontract in one column, but upon extending this figure to the totals column he entered the figure of $1,200, which latter figure was used in computing his total bid, thus causing his bid to be $10,800 less than if he had extended the figure of $12,000 into the totals column. When the bids were opened before the Board of Trustees, plaintiff was the low bidder, the next higher bid being $158,370, the other bids ranging upward to $177,758. The discrepancy between the plaintiff's bid and the other bids led the plaintiff and the Board of Trustees to suspect at that time that the plaintiff had made some error. Plaintiff immediately checked his figures but found no error and the following morning advised the architect that no mistake had been found and that he, the plaintiff, was ready to sign the contract at the bid price, which he did on March 2, 1954, no error in his computations having been discovered at that time. When the contract was signed both the plaintiff and the Board of Trustees still suspected that there was some mistake in plaintiff's bid but neither knew what the mistake was or the amount thereof. Shortly thereafter and before commencement of the work, plaintiff discovered his mistake and immediately advised the architect that the mistake had been discovered, the amount of the mistake and how it had occurred. The architect advised plaintiff that the matter would be called to the attention of the Board of Trustees in an effort to obtain relief for plaintiff from his mistake. Plaintiff himself did not communicate with the Board of Trustees as to the discovery of his mistake or the amount thereof. A few days later and still prior to the commencement of the work, the architect advised plaintiff that the matter had been taken up with the Board of Trustees and, as found by the court, 'that defendants were favorably inclined toward correcting said contract price to relieve plaintiff from said mistake, so that plaintiff should not be damaged thereby' and the architect further advised plaintiff that he should proceed with performance and that, upon completion of the work, the defendants would see to it that the plaintiff suffered no loss as a result of his mistake. In reliance upon this advice from the architect, plaintiff commenced and completed performance under the contract and was paid the contract price. The court found substantially in accordance with the foregoing statement of facts and additionally found that the architect 'was the agent of defendants in connection with the construction work * * * and in connection with the negotiation of the contract therefor' and that the defendants desire 'if legally possible, to pay plaintiff the sum of $10,800', the difference between his actual and intended bid price. The court concluded that 'defendants are estopped to refuse payment to plaintiff of the sum of $10,800'; that plaintiff is entitled to judgment reforming the contract so as to increase the amount to cover the mistake of $10,800 and that the plaintiff is entitled to judgment against the defendants for $10,800 with interest and costs. Judgment was entered accordingly.
As principal grounds for reversal, defendants contend: (1) that the court erred in granting reformation of the building contract, and (2) that the court erred in concluding that the defendants were estopped from denying payment of $10,800 to the plaintiff.
In the absence of estoppel, it is manifest that the pleadings, the evidence and the findings will not support the conclusion and judgment for reformation of the contract between plaintiff and defendants. It is a presupposition to the granting of reformation that there was a valid agreement made between the parties which the instrument they executed failed to express correctly. In the case at bar there is neither allegation nor proof that either the plaintiff or the defendants knew, before or at the time the contract was executed, the amount of plaintiff's mistake or how it was made. Nor is it alleged or established that the defendants ever agreed to any price other than the price set forth in the contract. The most that was established was that the plaintiff and the defendants each suspected some mistake. Notwithstanding such suspicion, the only common intention between the parties at the time of contracting was that the plaintiff agreed to perform the work and the defendants agreed to pay therefor the amount as set forth in the contract.
In Lemoge Electric v. County of San Mateo, 46 Cal.2d 659, 297 P.2d 638, it appears that the plaintiff submitted the low bid of $172,421 for electrical work to be done on a county hospital job. The cost of certain materials amounting to $10,452 was inadvertently listed by the plaintiff as $104.52. The mistake was discovered before the acceptance of the bid, but the county refused to permit an adjustment in the bid to compensate for the error. Instead of seeking rescission, the plaintiff entered into a contract at the terms specified in the bid and after performance of the contract sought reformation. In affirming a judgment sustaining a general demurrer without leave to amend, the court said, beginning at page 663 of 46 Cal.2d, at page 640 of 297 P.2d: 'The purpose of reformation is to correct a written instrument in order to effectuate a common intention of both parties which was incorrectly reduced to writing. Bailard v. Marden, 36 Cal.2d 703, 708, 227 P.2d 10. In order for plaintiff to obtain this relief there must have been an understanding between the parties on all essential terms, otherwise there would be no standard to which the writing could be reformed. Bailard v. Marden, 36 Cal.2d 703, 708, 227 P.2d 10; McConnell v. Pickering Lbr. Corp., 9 Cir., 217 F.2d 44, 48-49; see 5 Williston on Contracts (Rev.Ed.1937), § 1548, p. 4339; Rest., Contracts, § 504, com. b; 45 Am.Jur. 586-587, 609-610. Section 3399 of the Civil Code incorporates this principle by providing that, under specified conditions, a written contract which does not truly express 'the intention of the parties' may be revised so as to set forth 'that intention.' As pointed out in Bailard v. Marden, supra, this language refers to a single intention which is entertained by both parties. 36 Cal.2d at page 708, 227 P.2d 10.
In the case just cited although both parties knew the amount of the error and thus the amount of the bid, had an error not been made, yet reformation was denied for the reason that there was no agreement to pay the plaintiff therein any amount other than the bid price. In the case before us, not only was there no agreement between the parties to pay plaintiff any amount other than his bid price, but neither party had in mind any price other than the amount of plaintiff's bid when the...
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