Motel Services, Inc. v. Central Maine Power Co.

On August 5, 1971, the Appellant, Motel Service, Inc. (the "Appellant"), agreed to build two housing projects for the Waterville Housing Authority ("WHA"). The Appellant agreed to do so on a "turnkey" basis. After the agreements effective date, the Appellant wanted to change the heating system from an oil system to an electrical system. The Appellant wished to do so because it wished to qualify for a promotional allowance the Appellee, Central Maine Power Co. (the "Appellee") was offering. The allowance applied to the: "Owner of a home either new or existing which is initially built for or converted to the use of electricity as the primary method of heating . . . , provided that the installation of such electric heating equipment complies with the Company's 'Standard Requirement Electric Service and Meter Installation' And 'Standards of Insulation For Use with Electric House Heating.' " • The WHA and HUD were not aware of the potential allowance. The modifications in the heating system were approved by the WHA and the Federal Department of Housing and Urban Development ("HUD"). The Appellant agreed to perform its obligation under the contract for $16,000 less if the change from oil to electric was approved. The allowance allowed the Appellant to offer this discount. The premises were conveyed to WHA after the electric systems were completely installed, but before all the Appellee's "Standards" were satisfied. The "Standards" were eventually fully complied with. An employee of the Appellee sent the forms pertaining to the allowance to the WHA instead of the Appellant. The WHA owned the project on the day it was completed. The Appellant brought this suit against the Appellee and argued it was entitled to the allowance. The lower court found "that appellant had not fully complied with the requirements of the allowance policy prior to conveyance of the property." As such, "CMP's policy was a standing offer to enter into a unilateral contract" and "appellant did not fully perform prior to relinquishing ownership, and no enforceable contract was therefore produced." The lower court also concluded that WHA was not entitled to the allowance.