Stewart Capital Corp. v. Andrus

Stewart Capital Corporation (SCC) (plaintiff), a Delaware corporation, submitted a bid to the Department of the Interior (the department) for an offshore oil-and-gas lease. Cecil Andrus (defendant), as the secretary of interior, reviewed the bids to decide on the department’s behalf. The notice for the bids required all bids to be submitted in accordance with applicable regulations. Additionally, the notice set forth the form of the bid, including specific signature requirements that did not include an attestation to the bid. Further, the department required each bidder to submit a check for a portion of the bid, as well as a copy of the corporate documents authorizing the person signing the bid to do so on the corporation’s behalf with an appropriate attestation by the corporate secretary or assistant secretary. Although SCC’s president signed the bid, the signature was not attested to by SCC’s corporate secretary or assistant secretary. However, SCC’s assistant secretary attested to the check submitted with the bid and the corporate documents authorizing SCC’s president and assistant secretary to respectively execute and attest to the necessary documents to make the bid. SCC submitted the highest bid. Notwithstanding, Andrus accepted a lower bid on the ground that the omission of a formal attestation accompanying the president’s signature on SCC’s bid purportedly invalidated the bid. Accordingly, SCC sued Andrus and sought a declaratory judgment and an injunction.