Motel Services, Inc. v. Central Maine Power Co.

In August 1971, Motel Services, Inc. (Motel Services) (plaintiff) entered into an agreement with the Waterville Housing Authority (WHA) to construct two housing projects. Before delivery of the projects, Motel Services requested and received approval to change the heating system in the projects to electricity. The purpose of the change, which Motel Services did not fully disclose to WHA, was to take advantage of a promotion offered by the Central Maine Power Company (CMP) (defendant) which offered a financial benefit to home “owner[s]” with electrical heating whose equipment complied with certain standards promulgated by CMP. When the electrical system was 90 percent complete—fully installed but not yet in complete conformance with the required standards—Motel Services conveyed the properties to WHA. It conveyed them prior to complete fulfillment of the required standards in order to avoid an April 1 property tax. Compliance with the standards was fully attained after conveyance. A representative from CMP inspected the properties and sent the forms regarding the promotion to WHA. Motel Services filed suit against CMP to recover the promotional funds. After a non-jury trial, the court concluded that the CMP promotion constituted a unilateral contract and that Motel Services failed to perform because it did not fully satisfy CMP’s requirements before transferring ownership of the projects to WHA. On that basis, the court held that no enforceable contract was created. Motel Services appealed.