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Contract – Implied – Insufficient Showing – Construction Project – Subcontract Terms

Contract – Implied – Insufficient Showing – Construction Project – Subcontract Terms

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Lomax Construction, Inc. v. Triad Sheet Metal & Mechanical, Inc. (Lawyers Weekly No. 11-16-0650, 10 pp.) (Rick Elmore, J.) Appealed from Guilford County Superior Court. (L. Todd Burke, J.) N.C. App. Unpub. Click here for the full-text opinion.

Holding: Even if the plaintiff-general contractor made a qualified acceptance the defendant-subcontractor’s bid, the parties did not enter into a written contract, and the communications and conduct between the parties was insufficient to show that they formed an implied contract. Therefore, the contractor cannot make out a breach of contract claim based on the subcontractor’s refusal to stand by its bid once it realized the project owner had added a new component just before bids were due.

We affirm summary judgment for the subcontractor.

The subcontractor never performed. The contractor never ordered the subcontractor to perform.

The contractor never paid the subcontractor. The parties never agreed to a time schedule or payment terms.

Even if we consider the subcontractor’s bid proposal to be an offer, the contractor’s acceptance had to be unequivocal and unqualified. The contractor never actually contacted the subcontractor to accept the bid proposal, which precludes an unequivocal acceptance. In addition, the contractor made a post-bid request that the subcontractor use a Minority Business Enterprise supplier, which precludes an unqualified acceptance.


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