DAVID W. MOORE v. COUNTY OF RAMSEY

Minnesota Supreme Court1908-03-27No. Nos. 15,491—(215)

104 Minn. 30

Summary · law.co

Holding. The court reversed the trial court's judgment and granted a new trial, holding that the overhaul clause contained in the contractor's bid and proposal was incorporated into the contract by the contract's express reference to those documents, despite the omission of that clause from the specifications physically annexed to the contract.

David Moore contracted with Ramsey County to grade and improve a road, with compensation for hauling materials beyond 2,000 feet (called 'overhaul'). Three different versions of the project specifications existed: the surveyor's office copy and the contractor's copy both contained an overhaul clause allowing payment for material moved more than 2,000 feet, but the county auditor's copy did not. Moore submitted his bid explicitly according to the surveyor's specifications, which included the overhaul clause, and the county commissioners approved both his bid and the resulting contract. However, the contract document that was actually executed referred to the bid and specifications but had the auditor's version of the specifications attached, which lacked the overhaul clause.

Moore sued seeking reformation of the contract to include the overhaul clause from his original bid and claiming compensation for the additional hauling costs. The trial court refused to add the clause and excluded evidence about overhaul amounts. The appellate court reversed, holding that because the executed contract explicitly referenced Moore's bid and proposal as part of the contract, and his bid contained the overhaul clause, that clause became a binding part of the agreement even though the attached specifications omitted it. The court also determined Moore was entitled to recover $91.70 that the commissioners had already allowed for work outside the specifications.

Summary generated by law.co from the public-domain opinion. The opinion text itself is public domain.

Key issues

Incorporation of contract terms by reference when referred-to documents conflict with attached exhibits
Effect of multiple versions of specifications on contract formation and interpretation
Entitlement to additional compensation for work performed beyond original bid specifications

Procedural posture

The trial court denied Moore's motion for a new trial after refusing to reform the contract or consider evidence of overhaul costs, and Moore appealed from that order.

Authorities cited

No cited authorities resolved to law.co cases yet.

Opinion · public domain

majority opinion

JAGGARD, J.

The main contention of plaintiff is that he should be allowed a reasonable sum, under a contract with defendant to grade a certain road above its level, for being compelled to haul clay and gravel required for thework a greater distance than two thousand feet. The controversy turns on the following provision of the specifications: “There will be no allowance for overhaul on material moved 2,000 feet or less.” Inferentially there would be an, allowance for overhaul on material moved more than two thousand feet. Three sets of specifications were prepared — one for the use of the county auditor and board of county commissioners; another to be given the contractor who secured the job; a third for use in the surveyor’s office. Both the set in the surveyor’s office and the contractor’s set contained the clause just quoted. The set in the county auditor’s office did not contain-it. The county auditor advertised for bids for proposals as per plans and specifications on file in the office of the county surveyor. Plaintiff tendered a bid expressly in accordance with the plans and specifications in the office of the county surveyor. The bond accompanying this bid also referred to the plans and specifications in the office of the county surveyor. This bid and bond were approved by the county commissioners. The county attorney was directed to prepare the contract. The contract expressly referred to “the plans and specifications therefor, and the bid or proposal [of the contractor] * * * which said plans, specifications, and proposal are hereto annexed and made a part of this contract.” In the specifications actually annexed the clause did not appear. The complaint, setting forth these facts, asked for the re-reading of the contract so as to conform to the bid and for the allowance of a reasonable sum for the overhaul. It also sought recovery of $91.70 allowed by the commissioners for ditches outside the specifications. The court below refused to read into the specifications the clause relating to overhaul, and excluded all evidence tending to show the amount of such overhauls. From an order denying a new trial, plaintiff appealed.

In full sympathy with the avowed desire of the trial court to protect the public, we are reluctantly compelled to reach the conclusion that the reference by the contract to the bid and proposals which incorporated the clause must be construed as making that clause a part of the contract, although the plans and specifications annexed did not contain it. It is elementary that, where a contract refers to another instrument as a part of itself, the terms of such instrument are incorporated into the contract. See Kingsley v. Anderson, 103 Minn. 510, 115 N. W. 642. Inasmuch as the contract executed referred to the bid and proposal, and the bid and proposal contained the clause, the clause was a part of the contract. The questions as to reformation, in this view, need not be considered.

It has been urged that because of chapter 95, p. 120, Laws 1903, it is “doubtful whether the county commissioners could lawfully have made a contract containing such a clause as the one here in controversy, which might double the cost of a work, and yet be so concealed in meaning as to deceive even a careful man.” In view, however, of the fact that the contract has been executed, the work done, and the benefit conferred .on the county, the question as to the ultra vires character of the contract has been eliminated. Bell v. Kirkland, 102 Minn. 213, 113 N. W. 271.

With respect to the item of $91.70 previously allowed by the county commissioners, the conclusion of the trial court that this was a claim against the county, and that plaintiff was entitled to have judgment against the county for that sum, was obviously correct.

Reversed and new trial granted.