Southwest Engineering Co. v. Martin Tractor Co., Inc.

Southwest Engineering Co. (Southwest) (plaintiff), a general contractor, wanted to bid on a government contract to construct lighting facilities at a military base. Southwest’s construction superintendent, R.E. Cloepfil, contacted Martin Tractor Co. (Martin) (defendant) to price generator equipment for a component of the project. On April 12, 1966, a manager at Martin, Ken Hurt, quoted a price of $18,500 and reconfirmed that price by phone on April 13. Southwest submitted a bid for the project on April 14, relying on Martin’s quote of $18,500. The bid was accepted, and Southwest reported the acceptance to Martin. On April 28, Cloepfil and Hurt met to discuss the project. Hurt provided Cloepfil with a handwritten memorandum itemizing a new price of $21,500 for the generator, and Cloepfil agreed to the increased price. In the top left-hand corner of the memorandum, Hurt wrote, “Ken Hurt, Martin Tractor, Topeka, Caterpillar.” Cloepfil and Hurt raised, but did not agree upon, a schedule of payment for the equipment. Martin ultimately failed to provide the generator, and Southwest was forced to buy the generator from another company for $27,541. Southwest sued Martin for breach of contract, and Martin responded that no contract had been formed between the parties. The trial court found that an agreement was in fact formed at the meeting on April 28, and judgment was entered for Southwest after a bench trial. Martin appealed.