## Facts

- Motel Services, Inc. contracted with the Waterville Housing Authority (WHA) to construct two housing projects on a turnkey basis.
- Motel Services sought to change the heating specifications from oil to electric to qualify for Central Maine Power Company’s (CMP) promotional allowance for electric heat installations.
- CMP’s written allowance policy stated it would pay the “owner” of a home built for or converted to electric heat, provided the installation complied with CMP’s stated service and insulation standards.
- Motel Services offered WHA a $16,000 contract price reduction to support approval of the electric heat change, without disclosing that it expected to recover about $8,000 through CMP’s allowance.
- Motel Services installed the electrical systems but conveyed the projects to WHA before all CMP standards were satisfied, primarily to avoid a tax assessment.
- After conveyance, the projects were completed to WHA’s satisfaction and brought into full compliance with CMP’s standards.
- CMP inspected the completed projects and paid the promotional allowance to WHA, the owner at the time of completion.
- Motel Services sued CMP, claiming it had earned the allowance and CMP was obligated to pay it to Motel Services rather than WHA.

## Issues

1. Whether CMP’s promotional allowance policy constituted a standing offer for a unilateral contract rather than a bilateral contract or other enforceable obligation to Motel Services.
2. Whether Motel Services accepted the offer and acquired a contractual right to the allowance by completing the required performance while still the “owner” under the policy.
3. Whether performance completed after Motel Services transferred title to WHA could vest any contractual right to the allowance in Motel Services.

## Decision

- The Supreme Judicial Court of Maine affirmed judgment for CMP.
- CMP’s allowance policy was a standing offer to enter a unilateral contract with the owner who completed installation in compliance with CMP standards.
- Because Motel Services transferred ownership before full compliance occurred, it did not complete performance as the “owner” and did not accept the offer.
- Motel Services therefore acquired no contractual right to the allowance, and CMP was not liable for paying it to WHA.

## Legal Principles

- An offer’s language and structure can rebut the general presumption favoring bilateral contracts and show intent to create a unilateral contract.
- For a unilateral contract, no contract is formed and no payment obligation arises until the offeree fully performs the act requested by the offer.
- When a unilateral offer conditions payment on performance by an “owner,” the claimant must be the owner at the time the specified performance is fully completed; partial or substantial performance before loss of ownership does not vest a right to payment.

## Conclusion

The court held that CMP’s promotional allowance was payable only upon complete compliance with CMP’s standards by the property’s owner, and because Motel Services conveyed title before completion, it never accepted CMP’s unilateral offer and had no enforceable claim to the allowance.


Motel Servs., Inc. v. Cent. Me. Power Co., 394 A.2d 786 (Me. 1978)