Judge: Craig Griffin, Case: "Williams Pipeline Contractors, Inc. v. Hardy & Harper, Inc.", Date: 2023-08-28 Tentative Ruling

The Demurrer filed by defendant Hardy & Harper, Inc. (“Hardy”) as to the complaint by plaintiff Williams Pipeline Contractors, Inc. (“Williams”) is OVERRULED.

Hardy filed a general demurrer which attacks Williams’ entire complaint.  “A demurrer which attacks an entire pleading should be overruled if one of the counts therein is not vulnerable to the objection.”  (Bacon v. Wahrhaftig (1950) 97 Cal. App. 2d 599, 605; see also, see also, Sheehan v. San Francisco 49ers, Ltd. (2009) 45 Cal.4th 992, 998 - general demurrer may be upheld “only if the complaint fails to state a cause of action under any possible legal theory” (emphasis added).) 

The first cause of action is for Promissory Estoppel.  “The elements of a promissory estoppel claim are (1) a promise clear and unambiguous in its terms; (2) reliance by the party to whom the promise is made; (3) [the] reliance must be both reasonable and foreseeable; and (4) the party asserting the estoppel must be injured by his reliance.”  (Flintco Pacific, Inc. v. TEC Management Consultants, Inc. (2016) 1 Cal.App.5th 727, 734.) 

Here, Williams alleges it was a prime contractor making a bid to the City of Brea for construction work.  As part of its preparation of the bid, plaintiff relied upon a written bid it had received from Hardy for asphalt paving and slurry which Hardy had prepared for the express purpose that it be used in plaintiff’s proposal to the City.  (Complaint at ¶5)  The written bid plaintiff received from the defendant was included in the bid to the City. (Complaint at ¶5)  The defendant knew that their written bid would be used by plaintiff in its bid to the City.  (Complaint at ¶6)  The allegation that Hardy provided a bid for pavement work to the plaintiff as a prime contractor who was making a bid to the City represents an allegation of a promise by Hardy to honor the bid in the event the plaintiff was successful in obtaining the contract with the City.

Plaintiff also sufficiently alleges facts showing reliance on the bid by stating that it submitted the bid to the City and specifically incorporated the bid it received from the defendant.  Defendant asserts that the plaintiff has failed to allege  that the reliance was “reasonable.”  However, what the plaintiff describes appears to be a normal process where a contractor obtains a bid from a sub-contractor for work it will perform on a prospective job in the event the prime contractor is awarded the contract.  The context of the facts alleged shows that the reliance on the defendant’s bid was alleged to be reasonable. Adding the word “reasonable” does not change the underlying facts pled.  Plaintiff has sufficiently pled the facts relied upon.  (Del Paso Recreation & Park Dist. v. Bd. of Supervisors (1973) 33 Cal. App. 3d 483, 501 - “Where a party relies upon estoppel, he must plead all of the facts relied upon to establish the elements constituting the doctrine.”)

Hardy argues that the written bid it gave Williams on 7/29/21 expressly stated: “PRICE GOOD THROUGH 3/20/22” and that Williams did not notify Hardy until 6/14/22 that Williams had used Hardy’s written proposal in its bid for the Project.   However, these are facts beyond the four corners of the complaint.  A demurrer challenges only the legal sufficiency of the affected pleading, not the truth of the factual allegations in the pleading or the pleader’s ability to prove those allegations. (Cundiff v. GTE Cal., Inc. (2002) 101 Cal.App.4th 1395, 1404-1405.)

Accordingly, since the plaintiff has sufficiently pled a cause of action for Promissory Estoppel, the general demurrer is OVERRULED.

Counsel for Hardy is ordered to give notice of this ruling.