In last week’s post, I mentioned that there were a number of terms that you could incorporate into your bid to defend against contractor claims should the project not work out. One contractor in Florida tried this, but the Court found that the subcontractor’s bid terms did not create a contract with the general contractor.
In West Construction v. Florida Blacktop, the subcontractor’s bid contained a clause stating that if the general contractor used the bid to compete for the project, then the general contractor’s actions constituted acceptance of the subcontractor’s bid and created a binding contract between the parties consistent with the bid documents. Importantly, the general contractor never signed the bid document and the parties never entered into a written contract.
The case went to jury trial and the jury found that the parties had orally agreed that the general contractor would use the subcontractor as its paving subcontractor.
The general contractor appealed the jury’s verdict and the Florida Court of Appeals reversed finding there was no oral or written acceptance of the subcontractor’s bid. The Court found that unless the party seeking offers agrees in advance, the party making the offer cannot, by the offer, define the form and manner of the acceptance. Because the general contractor never signed the bid nor agreed to any of its terms, there was no acceptance.
This case serves as an example that not all bid terms will be incorporated into a contract. But, I still think it’s better to include additional terms with your bid to better protect yourself down the road.
Great advice. I find that I have to constantly remind contractors that their “bid” is not part of the contract unless they expressly incorporate it – in whole or at least in part.