## Facts

- A church solicited bids to construct a “music, education and recreation building,” requiring each bid to include a bid bond equal to 5% of the base bid.
- The bidding instructions stated that negligence in preparing a bid gave no right to withdraw a bid after opening.
- Barber Contracting Company submitted the lowest bid ($1,860,000) and provided a 5% bid bond ($93,000) issued by The American Insurance Company.
- The bid form stated it could not be revoked or withdrawn after bid opening and would remain open for acceptance for 35 days; if accepted and the bidder failed to execute a contract within 10 days, the bid bond would be paid to the owner as liquidated damages.
- The day after bids were opened, Barber discovered a clerical miscalculation that understated its bid by $143,120 (about 7%) and promptly notified the church.
- Barber attempted to withdraw its bid within days of the bid opening; the church nonetheless sent a contract at the mistaken bid price, which Barber refused to sign.
- The church awarded the project to another contractor at a higher price and sued Barber and the surety to recover the full $93,000 bid bond.
- The trial court denied both sides’ motions for summary judgment; both parties pursued interlocutory review.

## Issues

1. Whether a low bidder may obtain equitable rescission of a construction bid based on a unilateral, material clerical mistake promptly disclosed to the owner, despite “no withdrawal” and “no negligence” provisions.
2. Whether the undisputed record required summary judgment for the church on the bid bond or for Barber and its surety on rescission and bond liability.

## Decision

- The appellate court affirmed the denial of the church’s motion for summary judgment.
- The appellate court reversed the denial of Barber’s motion for summary judgment.
- The court directed entry of judgment for Barber and its surety, relieving them of liability on the bid bond through equitable rescission of the bid.

## Legal Principles

- A bid (or contract) may be rescinded in equity for unilateral mistake when the mistake is material, made in good faith, promptly communicated, and enforcement would be unconscionable.
- Clauses stating that bids are irrevocable for a set period, or that negligence bars withdrawal, do not automatically preclude equitable relief where enforcement would impose an unconscionable result.
- Equitable rescission is favored where the non-mistaken party is not materially prejudiced by rescission beyond losing the benefit of the other party’s mistake.
- A clerical or computational error, promptly disclosed, may support rescission even if characterized as negligent, when the equities weigh against enforcing the mistaken bid or forfeiting the bond.

## Conclusion

The court held that equity permitted Barber to rescind its mistaken low bid because the error was material, promptly disclosed, and enforcement would have imposed an unconscionable forfeiture without legally cognizable prejudice to the church beyond loss of a bargain created by the mistake.


First Baptist Church of Moultrie v. Barber Contracting Co., 189 Ga. App. 804, 377 S.E.2d 717 (Ga. Ct. App. 1989)