KSupreme Court of California (Traynor, J.), 1958draftborradorunverifiedsin verificar

Drennan v. Star Paving Co.

51 Cal. 2d 409, 333 P.2d 757 (1958)

A paving bid the general used to win the job, withdrawn the next morning

In one lineEn una línea: A subcontractor's bid that the general contractor foreseeably relies on in bidding becomes irrevocable for a reasonable time; the sub is liable for the difference when it withdraws.La oferta de un subcontratista en la que el contratista general confía previsiblemente al licitar se vuelve irrevocable por un tiempo razonable; el sub responde por la diferencia si la retira.
RuleRegla: An offer which the offeror should reasonably expect to induce action or forbearance of a substantial character by the offeree before acceptance, and which does induce it, is binding as an option contract to the extent necessary to avoid injustice (R.2d § 87(2)); the general may not, however, bid-shop, delay acceptance unreasonably, or accept a bid it knew or should have known was a mistake.
Why this case is herePor qué está aquí este caso: The core modern formation case (Oct. 5 make-up class, with the professor's Drennan limitations handout and R.2d § 87(2)): reliance on an offer can make it irrevocable for a reasonable time, so the general's foreseeable use of the bid bound the sub. The professor has built review problems around its limits.
Procedural posturePostura procesal: A general contractor sued a subcontractor who refused to honor its bid after the general had used it in a winning bid; judgment for the general, affirmed.

Facts

Drennan, a general contractor preparing a bid for a school project, received a telephone bid from Star Paving to do the paving for $7,131.60, the lowest of several. Drennan used it in his bid, which was awarded that evening. The next morning Star’s engineer said the bid had been a mistake and it would not do the work for less than $15,000. Drennan hired another paver for $10,948.60 and sued for the difference.

Procedural posture

Judgment for Drennan for $3,817; affirmed.

Issue

Whether the subcontractor could revoke its bid after the general had relied on it, where no consideration had been given for an option and no acceptance preceded the revocation.

Holding

No. The sub should reasonably have expected the general to rely on the bid, the general did, and injustice could be avoided only by treating the bid as irrevocable for a reasonable time; the general’s prompt acceptance formed a contract and the sub was liable for the difference.

Reasoning

Justice Traynor reasoned from § 90’s protection of reliance: the sub had reason to know its bid would be used and wanted it used; having induced reliance, it could not withdraw without injustice, just as a promise induces enforceable reliance. The general had not bid-shopped or delayed and had no reason to know of the mistake, and the mistake was the sub’s own.

Rule (own words)

If you make a bid meant to be built into someone else’s bid, you are stuck with it long enough for them to accept once they win, unless they played games or should have seen your mistake.

What-ifs

The general, after winning, calls other pavers to beat Star’s price: bid-shopping; the option is lost.
Star’s bid was $1,000 for work obviously worth $10,000: the general should have known of the mistake; no reliance protection.
The general waits a month after award and then accepts: unreasonable delay; the offer has lapsed.
Star revokes before the general submits its bid: no reliance yet; revocation effective.

Likely follow-upsRepreguntas probables

Why was there no option in the classical sense?

No consideration was paid to keep the bid open and the general did not accept before the sub revoked; under Dickinson the sub could have revoked. Traynor used § 90's reliance principle to supply the missing element.

What are the Drennan limitations?

The general must have relied as the sub expected (listing or using the bid); the general cannot reopen bargaining or shop the bid around; acceptance must follow within a reasonable time; and the general cannot snap up a bid it knew was mistaken.

Is the sub bound to perform, or only to pay?

The remedy was expectation damages, the difference between the bid and the replacement cost, which is what the general lost; the court treated the bid as an irrevocable offer the general accepted.

Why no reciprocal duty?

The general is not bound to the sub by using its bid; the asymmetry is the main criticism, and the professor's handout asks whether the result is fair.

promissory estoppel revocation of an offer option contract / firm offer reliance (detrimental)subcontractor bid (R.2d § 87(2))

Compare withComparar con: Dickinson v. Dodds (contrasts), Hoffman v. Red Owl Stores, Inc. (companion)

AssignedAsignado: 2026-10-05

Read the public opinionLeer la opinión (texto público). SourceFuente: Own brief from the public opinion as excerpted in the casebook and the professor's handout; verify quotations against the opinion..