(dissenting). Plaintiff Sinram-Marnis (hereinafter Sinram) was the low bidder for a fuel supply contract offered by defendant City of New York. Accordingly, on June 21, 1983, the city notified Sinram of its intention to award it the contract. On June 26, 1983, however, before a formal award of the contract had been made, plaintiffs bid which had been irrevocable for the immediately proceeding 45-day "firm offer period”, became revocable. Also on June 26, the State Legislature enacted a new gross receipts tax (Tax Law § 300 et *369seq., as added by L 1983, ch 400, § 8) applicable to residential fuel suppliers, such as the plaintiff, previously exempt from the tax (see generally, Manhattan & Queens Fuel Corp. v County of Nassau, 113 AD2d 595, affd 68 NY2d 833). Because the gross receipts tax was not applicable to it at the time it submitted its bid, plaintiff had not included the tax obligation in its bid price. Realizing that the removal of the exemption would cause it to incur a substantial tax obligation in connection with its performance of the contract with the city, plaintiff sought to pass the tax through to the city as it clearly would have been able to do — indeed would have been required to do* — had the tax been applicable at the time of the submission of the bid. Thus, on July 1, 1983, before the formal award of the contract and at a time when plaintiff’s bid was expressly revocable, plaintiff’s general counsel, Timothy W. Ulrich, wrote Department of General Services Deputy Commissioner, Carla Lallatin:
"As you are no doubt aware, the Legislature has recently passed, and the Governor has signed, a law which creates a new Article 13A of the Tax Law imposing a 314% gross receipts tax on 'petroleum businesses’ in New York. This new law becomes effective on July 1, 1983.
"This law was not in effect, and was not even proposed, at the time we submitted our bid for this contract. Accordingly, this new tax has not been included in our bid price under this contract. In view of the dramatic impact this 314% gross receipts tax will have on our business, we must adivse [sic] you of our intention to charge this tax to the City of New York, as a separate line item on our invoices, in connection with purchases made pursuant to this contract.
"This tax will be added to our invoices for all purchases made on and after July 1, 1983 under this contract.
"It is our understanding from our review of the new law and our discussions with the State Tax Commission that sales to political subdivisions, such as the City of New York, are not exempt from this tax. If you have any questions about this or see any problems developing, please contact us as soon as possible. ” (Emphasis added.)
On July 6, 1983, without replying to this letter, the city, in a letter hand signed by Commissioner Lallatin, formally *370awarded plaintiff the fuel supply contract. Two days later, however, on July 8, Ms. Lallatin responded to Ulrich’s letter as follows:
"Please be advised that your letter of July 1, 1983, is being forwarded to the Corporation Counsel for a formal opinion regarding the payment of the gross receipts tax.
"I will keep you informed of the status of this matter and send you a copy of the opinion as soon as I receive it.”
Notwithstanding Ms. Lallatin’s promise of status reports and a copy of the supposedly forthcoming Corporation Counsel opinion, plaintiff did not succeed in the ensuing weeks in obtaining from the city a statement of its position respecting the gross receipts tax obligation. Plaintiff’s phone inquiries to Ms. Lallatin went unanswered and upon contacting the Department of General Services counsel, plaintiff was advised that the city had not yet decided whether to pay the tax. Thereafter, as Mr. Ulrich states in his affidavit, he contacted Mr. Steven Louis, an attorney in the office of the Corporation Counsel. Mr. Louis informed him that a draft memorandum had been prepared regarding the gross receipts tax and that it was expected that the city would pay the tax.
While these largely fruitless inquiries were underway, plaintiff had commenced its performance of the contract, including the gross receipts tax in its bills as a separate line item as it indicated it would in its July 1, 1983 letter. Some city agencies paid the tax and others did not. When negotiations with the city to clarify who would be responsible for payment of the tax proved futile, plaintiff’s president on September 29, 1983 wrote Ms. Lallatin:
"In view of the continuing failure of the City to reimburse us for the 314% additional charge representing the new New York gross receipts tax referred to by our counsel, Timothy Ulrich, Esq., in his July 1, 1983 letter to you, which became part of the above contract, I am writing to advise that we are suspending deliveries of product unless and until the City pays the said additional charge. Your counsel has stated that if we suspend deliveries, the City will terminate the contract and relet it to the lowest bidder. In order to accommodate the City and afford it an opportunity to relet the contract, if that is its decision, we will continue deliveries for one week from today. If this period is insufficient and you request a reasonable extension, we anticipate that we will accede.
"Our offer to continue deliveries as stated above is subject: *371(a) to our prompt receipt of your written reassurance that the “City will continue to pay for all product delivered and to be delivered at the rate set forth in the City’s version of the above contract, i.e., without the 3lA% additional charge; and (b) our continuing disclaimer of any intention on our part to waive or relinquish any rights or contentions whatever which we may have in the premises.
"We hereby reiterate our continuing offer to continue deliveries in accordance with the terms of the contract, including the additional charge referred to in the July 1, 1983 letter.”
By return letter dated September 30, 1983, Department of General Services Commissioner Robert M. Litke notified plaintiff that it was in default. The contract was subsequently relet. The substitute suppliers passed through the gross receipts tax to the city.
Plaintiff commenced this action in May 1984. It sought judgment declaring that it was not liable for any portion of the gross receipts tax which the city paid or would pay pursuant to its contracts with substitute suppliers. Plaintiff also sought reimbursement for the tax liability it had incurred before the contract was terminated. The city counterclaimed for the amount of the gross receipts tax paid by it to substitute suppliers. The parties stipulated that if plaintiff prevailed it would be entitled to $94,455.41, and that if the city prevailed it would be entitled to an estimated sum of $1,202,633.
Both parties moved for summary judgment. The motion court (George Bundy Smith, J.) in a well-reasoned decision granted plaintiff’s motion. The court found that the above-quoted July 1, 1983 letter, while not expressly revoking or withdrawing the prior bid, did modify a material provision of the bid and thereby effectively revoked the bid, substituting for it an offer identical to the bid in all respects except that the new tax liability was passed through to the city. The court held that "[djespite receiving [the July 1, 1983 letter] which evidenced plaintiff’s unwillingness to proceed with the contract under its initial bid, the City proceeded to formalize the contract, therefore acknowledging its acceptance of the new terms. The City, by continuing to do business with Sinram after a material change in the bid of Sinram accepted Sin-ram’s proposal.”
The city on the present appeal does not dispute that under common-law principles of contract formation a material change in an offer once communicated to the offeree consti*372tutes a revocation of the original offer terminating the offeree’s power to accept the original offer. (See, e.g., 1 Corbin, Contracts § 39 [1963]; Farnsworth, Contracts § 8.17 [1982]; 1 Williston, Contracts § 55, at 56-57 [rev ed]; Restatement [Second] of Contracts § 42, comment d.) Nor does the city persuasively argue that the July 1, 1983 letter did not evince a clear intention by Sinram not to abide by the terms of its original bid. The change proposed by Sinram was manifestly of considerable importance to both parties, and if common-law principles have any application, the July 1 letter must be deemed a revocation of the initial bid.
It is the city’s position, however, that common-law principles have no application in this situation. The reasons why the city, and for that matter, the majority, feel that the basic rules of contract formation have no relevance to this matter are entirely obscure. So far as can be discerned from the briefs and majority opinion, the argument is that Sinram did not seek to revoke its bid, but rather to effect an undeniably substantial bid modification. Nowhere is it explained why an unambiguous communication by a bidder to the city, at a time when the bid is revocable, that the bidder has no intention of abiding by the terms of its bid, should not be viewed as a revocation of the bid. Instead, the city argues extensively that the bid could not be modified. This may be true, but it is beside the point; the question is not whether the bid could be modified but whether it could be revoked, and whether it could be revoked by a letter such as the one here at issue. The answer to both of these questions is obviously yes. Whether the city was permitted to accept the plaintiff’s new offer is a question distinct from whether the new offer, which I note the majority refers to as "an entirely new bid”, displaced the original bid. If the July 1 letter accomplished nothing else it terminated the city’s power to accept the original bid.
The majority’s citation to Matter of Tufaro Tr. Co. v Board of Educ. (79 AD2d 376) is left largely unexplained in its opinion. In Tufaro the relevant question was whether the Board of Education, after conditionally accepting a bid which it later found necessary to reject because of the bidder’s unfitness, was still empowered to accept the next lowest bids. The specific contention addressed by the court in Tufaro was that conditional acceptance of the original low bid constituted a rejection of all other bids. The court stated: "Moreover, we reject [the] attempt to prevent that result [the award of the contract to the next lowest bidders] by invoking the principle *373of contract law which holds that an 'offer’ which is not accepted is 'necessarily rejected’ (Poel v Brunswick-Balke-Collender Co. of N. Y., 216 NY 310, 319). To apply that principle in the context of this case by equating a 'bid’ with an 'offer’ would be to undermine the practice of competitive bidding for public contracts. That practice requires that contract awards go to the lowest responsible bidder. The responsibility of a bidder is often determined only after its bid has qualified as the lowest in price. Hence bids are frequently accepted conditionally, subject to a determination of fitness. It would be counterproductive to hold that when such a conditional acceptance is made, all other bids must be deemed forever rejected, for a conditional acceptance contemplates that the agency may turn to the next lowest bidder if the first is found unfit.” (Supra, at 381.) Obviously, the Tufaro court did not, as the majority suggests, say that a bid is never to be treated as an offer. All that was said was that the conditional acceptance of a low bid did not operate as a rejection of all other bids. The Tufaro court’s refusal to apply the common-law rule cited by the litigants therein, i.e., the rule articulated in Poel (supra), was clearly explained by the court’s manifestly correct observation that the application of that rule would have seriously interfered with the primary objective of the bidding process, namely, that of affording the public the services of the lowest responsible bidder. By contrast, the court in this case has not articulated any reason why the common-law rules of contract formation should not apply. It is admitted that the bid was revocable and certainly there is nothing inimical to the bidding process in permitting the revocation of bids after the expiration of the firm offer period; it is, after all, only fair that the bidders be given the option of withdrawing their bids after a reasonable period. The only question then is whether the bid was, in fact, revoked and that is an inquiry as to which the common-law principles governing offers and their revocation would seem to have special relevance and utility.
It is very difficult to understand how the city on July 6, 1983 could seriously purport to accept plaintiff’s original bid in the face of plaintiff’s July 1, 1983 letter advising the city that it would no longer be bound by the bid terms. Yet, that is precisely what the city claims it did. Remarkably, it did so without even attempting to clarify whether, despite plaintiff’s representations to the contrary, the original bid was still outstanding. Neither did the city attempt to advise the plaintiff that the newly proposed terms were unacceptable. The *374question is whether, under these circumstances, any contract resulted from the July 6, 1983 award and, if so, what contract?
There would ordinarily be little difficulty in concluding, as did the motion court, that an offeree such as the city in this case, ought to be bound by the terms of the offer then outstanding at the time of the offeree’s acceptance. This, however, is a public bidding situation and as the city correctly points out, there are significant limitations on its authority to agree to postbid modifications. The general rule, necessary to preserve the efficacy and integrity of the bidding process, is that the low bid must be accepted according to its original terms or not at all. The rule, however, is not without its exceptions. Postbid modifications in the low bid may be per-' mitted in circumstances where 1) there is no suggestion of corruption or favoritism, 2) the public interest is advanced, and 3) the original contract specifications are not altered. (Matter of Fischbach & Moore v New York City Tr. Auth., 79 AD2d 14, 22, lv denied 53 NY2d 604.) The city concedes that there was no hint of corruption in this case, and it would appear equally evident that the proposed modification did not alter the contractual specifications of the job to be performed. The more difficult question is whether the public interest in maximum economy would have been advanced by permitting the proposed change.
It is true that the modification would not have reduced the cost to the taxpayer. The alternative to considering the bid modification, however, was not to attempt, as the city now claims it did, to accept the more favorable original bid which had been revoked and was no longer possible of acceptance, but to offer the contract to the next lowest bidder. But none of the bidders had included the subsequently enacted gross receipts tax in their bids which were all revocable by this point, and there is absolutely no reason to suppose that any of the remaining bidders would have willingly absorbed the tax obligation. Nor is there any basis for the supposition that if they had been willing to shoulder the tax, the contract price would have been lower than plaintiff’s modified bid. That this was in fact the state of affairs with which the city was confronted would seem conclusively confirmed by the fact that, after terminating plaintiff’s contract, the city, evidently unsuccessful in getting one of the original bidders to absorb the tax on otherwise favorable terms, relet the contract, and when the contract was relet the city agreed to absorb the tax. *375I note that the speculation in which the city and the majority both indulge, that "one or more of the next lowest bidders would have been willing to absorb some or all of the gross receipts tax”, is not only completely unfounded and contrary to any fair inference to be drawn from the record, it is also fundamentally at variance with the city’s central contention, namely, that the city was not at liberty to consent to any increase in the original bid prices. It is altogether perplexing to understand how the city can maintain at once that it was not permitted to entertain plaintiffs proposed pass through of the newly imposed tax, but that it would have been permitted to entertain a partial pass through by a higher bidder!
Under the special circumstances obtaining in this case, I do not think it can be said that the city would have exceeded its authority by considering and ultimately accepting plaintiffs modified bid. Given the real options available to the city, all of which involved additional costs, the alternative represented by the plaintiffs modified bid was in all probability the least costly one. I do not think that the city was oblivious to this circumstance when, with full knowledge of the bid modification and without any objection thereto, it awarded plaintiff the contract. Accordingly, I think the city ought to be held to the bargain which it may be fairly said to have made in its own interest and that of the public.
This conclusion is not prevented by that part of the standard form of contract cited by the majority barring contract modifications resulting "in a net change in the cost to the City”. At the time of the bid modification there was no contract to be modified. The cited provision then has no application. The inclusion of the modified bid terms in the contract formed on July 6, 1983 was by virtue of the agreement itself, not its modification.
Had the city wished to assure itself and its taxpayers the benefit of the bargain peculiar to the contract originally offered — a bargain which owed its existence to the unique circumstance that a subsequently enacted tax could not have been included, as it most certainly would have been otherwise, in the bidders’ price calculations — it would have awarded the contract before the expiration of the 45-day firm offer period. Having waited until the bids became revocable, however, the city is not in a position to complain that the bidder exercised its right of revocation as it did. If there was any question in the minds of the city’s representatives as to whether plaintiffs original bid had in fact been revoked, the fair and prudent *376course would have been to make an inquiry of the bidder as, indeed, the city had been invited to do. But, perhaps because there was no legitimate basis for believing that any bidder would willingly agree to assume an unanticipated tax liability of between 1 and 2 million dollars, and fearing the issuance of a revocation the significance of which it would be impossible to litigate over, the city eschewed all inquiry and made an award in the lately expressed, although completely unjustified hope that it might yet obtain the benefit of the original bargain. Now this court places its seal of approval on this course of conduct, reasoning that the principles of contract law requiring a different result have application "only in conjunction with a consideration of what is advantageous to the taxpayer.”
While it is true that the Court of Appeals in Matter of Conduit & Found. Corp. v Metropolitan Transp. Auth. (66 NY2d 144) stated that the statutes governing competitive bidding were to "be construed and administered 'with sole reference to the public interest’ ” (at 148, citing 10 McQuillin, Municipal Corporations § 29.29, at 302 [3d rev ed]), it does not follow that in this case, where the principal question is not one of statutory interpretation or administration, but one of whether a particular bid was revoked prior to its purported acceptance, that accepted neutral principles of common-law contract adjudication may be summarily dispensed with simply because their application would produce a result disadvantageous to the taxpayer. In the recently decided case of Burnside Coal & Oil Co. v City of New York (135 AD2d 413) this court chided a bidder wishing to be relieved of the same gross receipts tax obligation as is here at issue, for failing to withdraw its bid as it could have after the tax became effective. Now, posed with a situation in which the bidder did effectively withdraw its bid, the response is that that is of no consequence because the withdrawal was not in the taxpayer’s interest. In that portion of the Burnside memorandum cited in the majority opinion, this court clearly and correctly held, following the lead of the Second Department in Manhattan & Queens Fuel Corp. v Village of Rockville Centre (126 AD2d 523, affd 72 NY2d 824), that whether the gross receipts tax could be passed through to the city depended upon the terms of the contract agreed to by the city and its supplier. Nowhere in Burnside was there a hint of the novel approach now adopted by the majority that, notwithstanding what the parties may be fairly said to have agreed to in their contract, the *377tax must be borne by the supplier in order to save the taxpayer from additional expense. Surely the taxpayer’s interests, assuming them to have any direct relevance to the adjudication of the particular problem here presented, extend beyond the pecuniary consequences of a particular case to require that the agencies of government, administrative and judicial, deal with individuals fairly and consistently. This is an essential purpose of the competitive bidding laws (see, Matter of Fischbach & Moore v New York City Tr. Auth., supra, at 19-20) as it is of the common law of contracts. Unfortunately, neither the competitive bidding laws nor the contract specifications pursuant to which the subject contract was awarded address the manner in which a bid may be effectively withdrawn. Without direction from either of these quarters, the only principled basis for determining whether a revocation took place is that afforded by the traditional, commonly employed rules of contract formation. Their application leaves no doubt that plaintiff’s original bid was in fact withdrawn by its July 1, 1983 letter. And, although the question of whether the city was empowered to accept the new bid is closer because of the significant statutory limitations upon the city’s authority to accept any but the original low bid, it would appear clear that the exceptional circumstances in this case brought it within the conditions set forth in Fischbach (supra) and so permitted acceptance of the new bid. That is precisely what the city did when it formally awarded the contract on July 6, 1983.
Accordingly, the order and judgment (one paper) of the Supreme Court, New York County (Karla Moskowitz, J.), entered on March 24, 1987, which, pursuant to a memorandum decision of the court (George Bundy Smith, J.), dated December 24, 1986, denied the motion by defendant City of New York for summary judgment, granted the cross motion by the plaintiff Sinram-Marnis Oil Company, Inc. for summary judgment and granted judgment in plaintiff’s favor in the amount of $94,455.41, together with interest, costs and disbursements, should be affirmed.
Sandler, Sullivan and Asch, JJ., concur with Milonas, J.; Murphy, P. J., dissents in an opinion.
Order and judgment (one paper), Supreme Court, New York County, entered on March 24, 1987, reversed, on the law, defendant’s motion for summary judgment dismissing the *378complaint and on its counterclaim is granted and plaintiff’s cross motion for summary judgment denied, and the matter remanded for an inquest to determine the amount of recovery on defendant’s counterclaim, without costs and without disbursements.
The requirement contract states "Bid prices must include the N.Y. State Gross Receipts Tax, if applicable”.