AI Generated Opinion Summaries

This summary was computer-generated without any editorial revision. It is not official, has not been checked for accuracy, and is NOT citable.

Facts

The City of Albuquerque issued a bid proposal for the construction of the Loma Linda Community Center, requiring bidders to submit specific documents, including certificates of insurance, within ten days of receiving a notice of award. The Plaintiff, K.L. Conwell Corporation, was awarded the contract but submitted corrected insurance documents three days after the deadline due to an error in the City's instructions. Subsequently, the City withdrew the award, citing untimely submission and Conwell's request to waive a contract provision as reasons for its decision.

Procedural History

• District Court of Bernalillo County: Granted summary judgment in favor of the City of Albuquerque, finding no binding contract was formed.

Parties' Submissions

• Plaintiff-Appellant (Conwell Corporation): Argued that a binding contract was formed upon receipt of the award letter on December 8, and the submission of documents was a "condition subsequent" that was satisfied. Claimed the City's error caused the delay in submitting corrected insurance documents and that its request to waive a contract provision was not a repudiation of the contract.
• Defendant-Appellee (City of Albuquerque): Contended that no contract was formed as the award letter was a conditional acceptance, and timely submission of documents was a "condition precedent" to contract formation. Asserted that Conwell's request to waive a contract provision constituted a material change to the terms, justifying the withdrawal of the award.

Legal Issues

• Was the submission of required documents a condition precedent to the formation of the contract or a condition subsequent to its performance?
• Did the City's withdrawal of the notice of award constitute a breach of contract?
• Did Conwell's request to waive a contract provision amount to a repudiation of the contract?

Disposition

• The Supreme Court of New Mexico reversed the summary judgment in favor of the City and remanded the case with instructions to enter summary judgment in favor of Conwell on liability and to hold a trial on damages.

Reasons

Majority Opinion (Sosa CJ., Ransom, Montgomery, and Wilson JJ. concurring):

• The Court held that a binding contract was formed on December 8 when the City issued the notice of award. The requirement to submit documents was a condition precedent to the City's obligation to perform, not to the formation of the contract.
• Conwell satisfied the condition precedent by submitting the documents on December 16, and the delay in correcting the insurance certificates to include the architect was caused by the City's error. The Court applied the principle of "de minimis non curat lex" to excuse the minor delay.
• Conwell's request to waive a contract provision was not a repudiation but an attempt to negotiate, which did not invalidate the contract. The City's withdrawal of the award constituted a breach of contract.

Dissenting Opinion (Baca J.):

• Justice Baca disagreed with the majority's characterization of the document submission requirement as a condition precedent to performance rather than formation. He argued that the City's acceptance of the bid was conditional upon receiving and approving the required documents, making it a condition precedent to contract formation.
• Baca emphasized that the City's actions, including requesting an extension of the bid irrevocability period, indicated that no contract had been formed. He would have affirmed the district court's decision.