Plaintiff-Robert Ruesch Esq. Defendant Town of
Windham-Stephen Langsdorf, Esq./Kevin Haskins, Esq.
ORDER ON DEFENDANT'S MOTION FOR JUDGMENT ON TFTE
E. WALKER JUSTICE.
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.
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.
Standard of Review
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
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
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.
also brought a claim for promissory estoppel Maine has
adopted the definition of promissory estoppel found in the
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
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.
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