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Design Dwellings, Inc. v. Town of Windham

Superior Court of Maine

March 13, 2017

DESIGN DWELLINGS, INC d/b/a DDI CONSTRUCTION, Plaintiff,
v.
TOWN OF WINDHAM, Defendant.

          Plaintiff-Robert Ruesch Esq. Defendant Town of Windham-Stephen Langsdorf, Esq./Kevin Haskins, Esq.

          ORDER ON DEFENDANT'S MOTION FOR JUDGMENT ON TFTE PLEADINGS

          LANCE E. WALKER JUSTICE.

         I. Background

         Plaintiff Design Dwellings, Inc. d/b/a DDI Construction ("DDI") seeks judicial review of the Town of Windham's award of a construction contract to Party-in-Interest R.J. Grondin & Sons ("R.J. Grondin") rather than to Plaintiff, which was the lowest bidder. In February 2016, Windham solicited bids from general contractors for a construction project known as "Angler's Road Realignment" ("Project"). The Project is a Maine Department of Transportation ("MDOT") Municipal Partnership Initiative ("MPI") funded by the MDOT, Windham, and the Portland Water District. Plaintiff submitted a bid for the Project on or before February 25, 2016. On March 16, 2016, after request and review of additional information from DDI and R.J. Grondin, Windham notified DDI that the Project would be awarded to R.J. Grondin.

         DDI brought this action seeking review of Windham's decision to award the Project to R.J. Grondin rather than DDI, which submitted the lowest bid. DDI asserts claims for promissory estoppel and breach of contract. Windham moves the Court for judgment on the pleadings.

         II. Standard of Review

         A defendant's motion for judgment on the pleadings is generally treated as the equivalent of a motion to dismiss for failure to state a claim. MacKerron v. MacKerron, 571 A.2d 810, 813 (Me. 1990). "[T]he court resolves a defense motion for judgment on the pleadings by assuming that the factual allegations are true, examining the complaint in the light most favorable to plaintiff, and ascertaining 'whether the complaint alleges the elements of a cause of action or facts entitling the plaintiff to relief on some legal theory.''" Cunningham v. Haza, 538 A.2d 265, 267 (Me. 1988) (quoting Robinson v. Washington Cnty., 529 A.2d 1357, 1359 (Me. 1987)).

         III. Discussion

         Plaintiff DDI has asserted claims of promissory estoppel and breach of contract. Windham moves the Court for judgment on the pleadings arguing that DDI has not alleged facts sufficient to meet the elements of either claim. Windham contends that it did not make any promise or agreement with DDI and therefore could not have broken a promise or breached an agreement.

         Plaintiff asserts a claim of breach of contract. "The establishment of a contract requires that the parties mutually assent to be bound by all its material terms; the assent must be manifested in the contract, either expressly or impliedly; and the contract must be sufficiently definite to enable the court to determine its exact meaning and fix exactly the legal liabilities of the parties." Forrest Assocs, v. Passamaquoddy Tribe, 2000 ME 195, ¶ 9, 760 A-2d 1041.

         DDI has also brought a claim for promissory estoppel Maine has adopted the definition of promissory estoppel found in the Restatement:

A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires.

See Panasonic Communications & Sys. Co. v. State of Maine, 1997 ME 43, ¶ 17, 691 A.2d 190; RESTATEMENT (SECOND) OF CONTRACTS § 90(1). DDI alleges that Maine Law, the Charter of the Town of Windham, the Notice to Bidders, and special bid documents required that Windham award the Project to the lowest bidder. Defendant argues that none of the cited documents binds Windham in contract or constitute a promise on Windham's behalf.

         DDI cites to 23 M.R.S. § 4243, which governs the award of contracts by the MDOT, for support. "The department has the right to reject any bids and to advertise for new bids if, in the department's opinion, doing so is in the best interest of the department; otherwise, the department shall award the contract to the responsible bidder submitting the lowest bid." 23 M.R.S. § 4243. Section 4243 does not set out contractual terms binding a municipality and a bidder. Rather, section 4243 sets out the process by which the MDOT will award contracts, granting MDOT considerable discretion to "reject any bids ... if, in the ...


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