Telephone Associates Inc. v. St. Louis County Board

FORSBERG, Judge,

dissenting.

I respectfully dissent. As the majority notes, this appeal was taken from an order denying appellant’s request for a permanent injunction. That order was entered on August 19, 1983 — more than a full year after the appellant’s request for a temporary injunction was denied. Due to the delay between the initial denial of temporary relief and the final order, the telephone system had already been installed by the county. The appellant did not appeal from the initial order denying its request for a temporary injunction, although that order would have been appealable. See, e.g., Thompson v. Barnes, 294 Minn. 528, 200 N.W.2d 921 (1972); Chicago Avenue Floral Co., Inc. v. Traxler, 284 Minn. 28, 169 N.W.2d 220 (1969). The appellant thus in effect “sat on his rights,” by not taking timely and appropriate action.

The facts of Coller v. City of St. Paul, cited by the majority, are clearly distinguishable from those presently before this court, since in Coller an action was brought by a successful bidder under a theory of quasi-contract, whereas in the present action the unsuccessful bidder has sued for injunctive relief. In Coller, the court held that the successful bidder was not entitled to quasi-contractual relief because its conduct in proceeding with the contract was as inequitable as that of the party from whom it sought to recover. In contrast, in the present case, the question is merely whether the unsuccessful bidder should be entitled to relief where an entire telephone system has been installed.

Where an injunction is requested, a court must consider and balance the relative harm to the parties, Northern States Power Co. v. City of Saint Paul, 256 Minn. 489, 496, 99 N.W.2d 207, 212 (1959) and the inconvenience to the public and other interested parties. St. Paul Book & Stationery Co. v. St. Paul Gaslight Co., 130 Minn. 71, 153 N.W. 262 (1915); Minnesota Bearing Co. v. White Motor Corp., 470 F.2d 1323, 1326 (8th Cir.1973). A court should not require the undoing of an act where the expense and inconvenience of undoing the work far outweighs any damage suffered. Dynes v. Town of Kilkenny, 153 Minn. 11, 14, 189 N.W. 439, 441 (1922). In the present situation, had the trial court granted appellant’s request for a permanent injunction, presumably the telephone system would have had to have been removed and the bidding process begun anew. Recognizing this potential for harm, expense and inconvenience to the county, Norstan, and especially to the residents of the county,1 I would affirm the trial court’s decision to deny the injunction.

The majority remands to the district court “for such relief as might be proper and appropriate,” but does not indicate what type of relief would be appropriate in this instance. The general rule is that an unsuccessful bidder is not entitled to damages:

While it is true that an unsuccessful bidder has standing to maintain a proceeding to review the award of a contract in violation of a statute requiring that the contract go to the lowest responsible bidder, this procedure is sanctioned merely to ensure enforcement of the statute.

10 McQuillan, The Law of Municipal Corporations, § 29.83 at 426 (3d Ed.1981) (footnote omitted).

Since the power of letting public contracts must be exercised for the benefit of the public and not of the bidder, it is generally held that an award of a contract to one other than the lowest bidder does not entitle the lowest bidder to á recovery of damages from the municipality, nor to an action to recover profits *403which he might have made had his bid been accepted ... The rationale underlying this rule is that the authority for letting public contracts is derived for the public benefit and is not intended as a direct benefit to the contractor. Therefore, the misfeasance of public officials in failing to award the contract to the lowest bidder should not be a source of vexation to the public by first requiring unjustified additional expenditure of public funds on the award contract, and then allowing recovery for lost profits to the aggrieved low bidder.

Id., § 29.86 at 431. (Footnotes omitted.)

In addition, there is insufficient evidence to establish that the appellant would have been awarded the contract in this instance even if the appropriate competitive bidding procedures had been complied with. Special laws governing competitive bidding in St. Louis County (Laws of 1967, Ch. 563) and general competitive bidding statutes (Minn.Stat. § 375.21 et seq.) indicate that a bid which offers lowest cost need not be accepted if it does not provide the best value to the county. See Ottertail Power Company v. Village of Elbow Lake, 234 Minn. 419, 425, 49 N.W.2d 197, 201 (1951). Laws of 1967, Ch. 563, Section 1 states that “[a]ll bids may be rejected and new bids solicited if the public interest shall be served thereby .... ” Because the county would thus not be required to accept appellant’s bid, even if it were the lowest in cost, appellant had no vested or contractual right to receive the contract. Recognition of this fact requires a conclusion that appellant should not be allowed to recover anticipated profits as damages. Owen of Georgia, Inc. v. Shelby County, 648 F.2d 1084 (6th Cir.1981).

The appellant may, however, have a valid claim for damages under a theory of an implied promise by the county to consider all bids in good faith. Although the court in Universal By-Products, Inc. v. City of Modesto, 43 Cal.App.3d 145, 152, 117 Cal.Rptr. 525, 529 (1974) held that “[s]uch a promise would be contrary to a well established rule which allows a public body where it has expressly reserved the right to reject all bids, to do so for any reason and at any time before it accepts a bid,” at least one court has awarded damages to an unsuccessful bidder upon such a theory:

In its solicitation of bids ... Shelby County clearly promised to award the contract to the lowest financially responsible bidder if it awarded the contract at all. Each prospective bidder could justifiably expect that his proposal would receive fair consideration consistent with this promise. We believe that the Tennessee courts would find that Owen’s reasonable and detrimental reliance upon this promise entitles it to damages under the theory of promissory estoppel.
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Owen may recover in promissory es-toppel those damages it sustained by reason of its justifiable reliance upon the County’s promise — in other words, the expenses it incurred in its unsuccessful participation in the competitive bidding process as well as the costs incurred in its successful attempt to have the award to Pidgeon-Thomas rescinded as having been made in violation of the statute.

Owen of Georgia, Inc. v. Shelby County, 648 F.2d at 1095-1096.

Thus, although I would affirm the trial court’s decision to deny injunctive relief without requiring this case to be remanded, under the reasoning of the Owen decision, a finding of damages under a theory of promissory estoppel would perhaps be appropriate upon remand.

. In Nielson v. City of St. Paul, 252 Minn. 12, 19, 88 N.W.2d 853, 858-859 (1958), the court noted that "provisions ... regulating competitive bidding were designed for the benefit of the city and to protect the public, to make certain, as far as possible, that the taxpayers would be assured of the best bargain for the least money.”