Savoca Masonry Co., Inc. v. Homes & Son Const. Co., Inc.

• Decision Date: 12 November 1975
• Docket Number: No. 11709,11709
• Citation: 112 Ariz. 392,542 P.2d 817
• Parties: SAVOCA MASONRY COMPANY, INC., an Arizona Corporation, Appellant, v. HOMES AND SON CONSTRUCTION COMPANY, INC., an Arizona Corporation; and Guy Apple Masonry Contractor, Inc., an Arizona Corporation, Appellees.
• Court: Arizona Supreme Court

Page 817

542 P.2d 817

112 Ariz. 392

SAVOCA MASONRY COMPANY, INC., an Arizona Corporation, Appellant, v. HOMES AND SON CONSTRUCTION COMPANY, INC., an Arizona Corporation; and Guy Apple Masonry Contractor, Inc., an Arizona Corporation, Appellees.

No. 11709.

Supreme Court of Arizona, In Division.

Nov. 12, 1975.

Christakis & Rodarte by Charles Christakis, Sev A. Rodarte, Phoenix, for appellant.

Moore & Romley by Craig R. Kepner, Phoenix, for appellee Homes and Son Const. Co., Inc.

Maupin, Wilson & Maud by Harold, j. Maupin, Mark E. Aspey, Phoenix, for appellee Guy Apple Masonry Contractor, Inc.

STRUCKMEYER, Vice Chief Justice.

Appellant, Savoca Masonry Company, Inc., brought this action against Homes and Son Construction Company, Inc. and Guy Apple Masonry Contractor, Inc., alleging breach of contract and interference with contractual relationships. The appellees' motions for summary judgments were granted by the Superior Court and this appeal followed.

In testing the suitability of a summary judgment granted by a lower court, we will view the record in a light most favorable to the party opposing the motion. Peterson v. Valley National Bank of Phoenix, 90 Ariz. 361, 368 P.2d 317 (1962). When examined in this light, the record establishes that Homes, as general contractor, intended to submit a proposal to the Maricopa County Board of Supervisors for the construction of the Estrella Junior High School. Savoca Masonry orally submitted a bid to Homes for the masonry work, as it did to ten other contractors who also submitted proposals. Bids were also submitted by other masonry subcontractors, including the appellee, Guy Apple Masonry. In submitting its proposal, Homes used Apple's bid figure, since it was the lowest amount in dollars of those submitted for the masonry work.

The furnishing and installation of precast concrete products is part of the masonry work and was included in both Apple's and Savoca's bids. The bid specifications required that the precast supplier be approved by the county's architect prior to bid time. Mesa Precast was given by Apple as his supplier, but Mesa Precast did not have the county architect's approval. Homes was therefore advised that its precast concrete products supplier was not in compliance with the prior approval clause. Because the supplier had to be changed, it became necessary also to change the masonry contractor and Homes substituted Savoca and its supplier for Apple in its proposal. The change was approved by the architect and Homes was ultimately awarded the contract. On February 28, 1972, Homes informed Savoca that 'Your bid is accepted, and you have the job; come pick up the plans.'

Three days later, on March 2, 1972, the architect, in an attempt to lower the total overall cost of the job, asked Homes for a cost quotation if the precast concrete products supplier was changed. Homes called Savoca and asked Savoca if it could change its supplier so its bid could be reduced in compliance with the desires of the architect. Savoca informed Homes that it could not because the rules of the Arizona Masonry Association, of which both Savoca and Apple were members, prohibited it. Consequently, Homes then entered into a written contract for the masonry with Apple, who changed his supplier, thereby reducing the cost by $7,213.00. Savoca was informed that it would not get the masonry contract.

Savoca in this suit takes the position that an enforceable oral contract existed between itself and Homes on February 28th at the time it was told 'Your bid is accepted,' arguing that its bid was an offer and Homes' statement to Savoca was an acceptance. Apple was joined as a defendant in the suit because Savoca asserted an interference with the contractual relationship between Savoca and Homes. Savoca in part relies on the bylaws of the Masonry Association, to which it and Apple belonged, as establishing a contract between them which was breached by Apple. Damages were sought against Homes as having interfered with the Savoca-Apple contract.

It is elementary that for an enforceable contract to exist there must be an offer, an acceptance, consideration, and sufficient specification of terms so that the obligations involved can be ascertained. 'A bid is nothing more than an offer to perform a contract for work and labor or supplying materials. . . . It does not ripen into a contract until voluntarily accepted by the offerce.' Universal Construction Company v. Arizona Consolidated Masonry & Plastering Contractors Association, 93 Ariz. 4, 377 P.2d 1017 (1963). The notification to Savoca that its bid was used, and that it had the job, constitutes an acceptance. Homes does not argue otherwise.

Homes argues that there is such a lack of specified material terms that the parties cannot be said to have shown a mutual assent to incur contractual obligations and cites Plumbing Shop, Inc. v. Pitts, 67 Wash.2d 514, 408 P.2d 382 (1965). There, a subcontractor submitted an oral bid to a general contractor who was bidding on a government construction project. The general contractor was awarded the contract and informed the subcontractor of that fact. Discussions were had with the subcontractor on procedures for completing the work and, among other things, the subcontractor submitted a cost breakdown for the work proposed. The general contractor however, refused to enter into a written contract with the subcontractor. On appeal after suit, the Washington court said:

'More importantly, The record before us is devoid of any evidence of agreement, express or otherwise, to any term of the alleged contract other than the price. Such essentials, as manner of payment, tiem for completion of the mechanical portion of the work, penalty provisions, bonding, etc., are normally critical to any construction contract. The plaintiff-appellant argues that substantial agreement had been reached on the essential terms, and with respect to such 'housekeeping' items, as time of performance, the law will imply a reasonable time . . .. But our role is not that of contract maker; we...