Weitz Company, LLC v. Hands, Inc., doing business as H & S Plumbing and Heating

Summary

The Nebraska Supreme Court held that Hands, Inc.’s subcontractor bid created a promise enforceable under promissory estoppel because Weitz reasonably and foreseeably relied on the bid in submitting its own general-contractor bid. The court upheld damages measured by the additional amount Weitz paid replacement subcontractors. It also held that election of remedies is an affirmative defense that must be specifically pleaded.

Holdings

1. A subcontractor's bid may be enforced under promissory estoppel when it is a promise on which the general contractor's reliance was reasonably foreseeable, the general contractor actually and reasonably relied on it, and enforcement is necessary to avoid injustice. Hands' bid satisfied those requirements.
2. A promise supporting promissory estoppel need not be definite enough to support a unilateral contract, but it must be definite enough to make the plaintiff's reliance reasonable and foreseeable.
3. Promissory-estoppel damages are flexible and are measured by what justice requires; in the construction-bidding context, the difference between the reneging subcontractor's bid and the amount paid to replacement subcontractors is an appropriate measure.
4. Election of remedies is an affirmative defense that must be specifically pleaded; because Hands did not plead it, the court properly declined to consider the defense.

Questions Presented

1. Whether Hands' subcontractor bid was enforceable against Hands under promissory estoppel.
2. Whether Weitz reasonably and foreseeably relied on Hands' bid in submitting its own bid to the project owner.
3. Whether the district court used a permissible measure of damages for promissory estoppel by awarding the difference between Hands' bid and the cost of replacement subcontractors.
4. Whether Hands preserved an election-of-remedies defense by raising it in a pretrial motion without specifically pleading it as an affirmative defense.

Disposition

affirmed