## Facts

- A project owner invited a limited group of prequalified general contractors, including Weitz Company, LLC, to bid on construction of a nursing facility in Beatrice, Nebraska.
- Hands, Inc., doing business as H & S Plumbing and Heating, submitted a mechanical subcontract bid to Weitz covering plumbing and HVAC work.
- Weitz used H & S’ bid pricing in Weitz’s bid to the owner.
- The owner awarded the general contract to Weitz.
- After award, H & S refused to perform at its bid price.
- Weitz retained substitute subcontractors and completed the work at higher cost.
- Weitz sued H & S for breach of contract and promissory estoppel.
- The trial court found no contract was formed but enforced the bid under promissory estoppel and awarded $292,492, measured as the difference between H & S’ bid and what Weitz paid the replacement subcontractors.

## Issues

1. Whether a subcontractor’s bid may be enforced against the subcontractor under promissory estoppel when the general contractor relied on it in submitting the prime bid, despite no contract being formed.
2. Whether the general contractor’s reliance on the subcontractor’s bid was reasonable and foreseeable under the circumstances.
3. Whether damages were properly measured as the difference between the subcontractor’s bid and the cost of substitute subcontractors.

## Decision

- The Nebraska Supreme Court affirmed the judgment for Weitz.
- The court held promissory estoppel applied to enforce H & S’ bid as a promise on which Weitz reasonably and foreseeably relied.
- The court affirmed the damages award of $292,492, concluding the trial court correctly measured damages as the cost difference between H & S’ bid and the substitute subcontractors’ charges.

## Legal Principles

- Promissory estoppel requires proof of: (1) a promise the promisor should reasonably expect to induce action or forbearance, (2) actual inducement, and (3) enforcement necessary to avoid injustice.
- For promissory estoppel, the promise need not be definite enough to form a unilateral contract, but must be definite enough to make reliance reasonable and foreseeable.
- Promissory estoppel may provide relief even when no contract is formed, particularly where the promisor’s commitment is used in a commercial bidding context and withdrawal would shift loss caused by reliance.
- In this setting, damages may be measured by the reliance-based out-of-pocket difference between the reneging bidder’s price and the promisee’s cost of reasonable substitute performance.

## Conclusion

The Nebraska Supreme Court held that a subcontractor’s bid can be enforced through promissory estoppel when a general contractor reasonably and foreseeably relies on it in submitting and performing a prime contract, and it approved damages equal to the added cost of substitute subcontractors after the subcontractor refused to perform.


Weitz Co., LLC v. Hands, Inc., 294 Neb. 215, 882 N.W.2d 659 (Neb. 2016)