West Construction, Inc. v. Florida Blacktop, Inc., 37 Fla. L. Weekly D959 (Fla. 4th DCA April 25, 2012). Holding: Final judgment in favor of subcontractor reversed because general contractor did not accept subcontractor’s bid as required for formation of a contract.
Facts: West Construction invited subcontractors to bid for asphalt work on a public project. Florida Blacktop submitted a proposal which included a unit price and contained a clause stating that the use of the bid constituted acceptance of the bid and created a binding contract. West Construction won the bid and then submitted a list of proposed subcontractors which listed Florida Blacktop. Florida Blacktop sent West Construction a letter thanking them for the project. West Construction did not discuss the project with Florida Blacktop and stated that Florida Blacktop had been listed by mistake. West Construction used another subcontractor to perform the asphalt work.
Florida Blacktop filed suit against West Construction alleging breach of contract, promissory estoppel, and unjust enrichment. The case went to jury trial and the jury found that West breached an oral contract and awarded damages to Florida Blacktop. West Construction appealed arguing that the trial court erred in denying its motion for directed verdict because there was no competent evidence of an oral contract.
On appeal, the Fourth District found that there was no express acceptance of Florida Blacktop’s bid because West Construction never signed the proposal or orally agreed to any terms. Thus, acceptance could only be established through a contract implied in fact by evaluating the circumstances under an objective standard.
The court noted that merely using Blacktop’s proposal in submitting its bid was insufficient to establish acceptance. The Court also added that West Construction’s silence in response to the pre-printed clause in the proposal was not acceptance for the purpose of the formation of a contract. Thus, the Court found there was no enforceable contract and reversed the final judgment in favor of Florida Blacktop.
