B & W Glass, Inc. v. Weather Shield Mfg., Inc.

829 P.2d 809 (1992)


B & W Glass, Inc. (P) is a Wyoming corporation that sells and installs windows in both commercial and residential buildings. P learned of a General Services Administration (GSA) project that called for replacement of all the windows in the federal courthouse in Casper, Wyoming. P prepared a list of specifications for the windows to be replaced, including dimensions, depth and types of glazing required. P then contacted Weather (D) to obtain a price quotation. Robert Schwalbe (Schwalbe), an experienced salesman familiar with bidding practices and price quotation procedures, acted on behalf of D. Using the list of specifications that P had prepared, P discussed the GSA project with Schwalbe in Denver, Colorado. In the course of the first meeting, Schwalbe indicated he thought D could produce the windows required for the project, but he explained he needed to check with company officials in Wisconsin. At a second meeting, Schwalbe presented an itemized, written quotation, dated March 24, 1987, for windows to be used on the project. D's claim is that the quotation was for windows that are mass produced and normally stocked or carried in the company's catalog. P's contention is that the quotation included custom windows as well as stock windows. P reviewed the written quotation, and he telephoned Schwalbe advising him there were too many size discrepancies in the quotation and custom windows, designed to meet GSA specifications, would be required. A third meeting the parties went through the plans and specifications together. Schwalbe indicated using custom windows would increase the cost, but D had no problem in making the custom windows. P gave Schwalbe a copy of the plans and specifications to use preparing a bid. Schwalbe testified, to the contrary, that he could not have been provided with plans and specifications since he spent only forty-five minutes preparing the new quotation. Schwalbe telephoned P to quote a price of $101,725 for the windows to be used on the project. P never received written confirmation of this oral price quotation. P submitted its oral bid to the project's general contractor. P was advised it was the low bidder for supplying and installing the windows on the project. P received a letter of intent, dated April 20, 1987, from the general contractor. P telephoned Schwalbe to advise him that P had received the letter of intent and that P would purchase D windows for the project. Schwalbe received another set of the plans and specifications to send to D so that 'shop drawings' could be prepared for the construction of the windows. P signed a contract with the general contractor in August of 1987. P arranged for 'field measurements' on the existing windows at the Casper federal courthouse. P met with Schwalbe to discuss these measurements. During that meeting, P delivered a letter to Schwalbe, dated September 21, 1987, requesting the shop drawings and providing another set of plans which contained the 'field measurements' of the window sizes. After numerous phone calls, Schwalbe committed to the completion of the shop drawings by December 14, 1987. Schwalbe's employment with D was terminated in December 1987. D employees were contacted. Ultimately, on December 30, 1987, P was told that D could not produce the windows. P obtained custom windows from another manufacturer at a total cost of $226,579. D refused to pay the difference. P sued D. D moved for summary judgment on the ground that no written contract existed between the parties and the purported oral contract was unenforceable under the Wyoming enactment of the Uniform Commercial Code (UCC) statute of frauds. P then moved to amend its complaint to add a claim of promissory estoppel. D's motion for summary judgment was denied, and P's motion to amend was granted. The United States District Court ruled that Wyoming would allow the doctrine of promissory estoppel to remove an oral contract from the statute of frauds provision found in the UCC. The promissory estoppel theory was submitted to the jury. The jury found in favor of P, but it was deadlocked with respect to damages. The District Court found that Schwalbe was an authorized agent of D and was aware of the plans and specifications for the courthouse project prior to making the oral bid. The Court concluded that promissory estoppel had been established and the oral contract between the parties existed and was enforceable despite the statute of frauds provision in Wyoming's version of the UCC. Judgment was entered against D for breach of contract in the amount of $100,214.48, with interest. D appealed. The court certified the promissory estoppel question to this court.