West Virginia Legislative Claims Commission

Volume Number: 29
Category(s): CONTRACTS
Opinion Issued December 17, 2012
     Amy A. Osgood, Attorney at Law, for Claimant.
     Jendonnae L. Houdyschell, Senior Assistant Attorney General, for Respondent.
      Claimant, Margo Latanya Brooks, filed the instant claim seeking payment of $250,000.00 for services rendered pursuant to an alleged contract for employment and for the loss of future employment opportunities with the Respondent, New River Community and Technical College. The Respondent denies all allegations in the Notice of Claim. The Court is of the opinion to deny this claim for the reasons more fully stated below.
      On December 15, 2008, Claimant was engaged as an independent contractor and part-time consultant performing grant work for the Respondent. Claimant performed this work for a period of approximately two years. Clamant alleges that at some point during the performance of her part-time duties she was promised a three-year contract for full-time employment based on a forthcoming bid. Claimant maintains that the alleged agreement guaranteed her selection as the successful bidder on the subsequent Request for Proposal (“RFP”) for the full-time employee position with Respondent.
      On October 28, 2009, the RFP was issued, and Claimant submitted a proposed bid. However, the Respondent subsequently rejected all bids for this particular RFP. Claimant protested, alleging that she was entitled to the three-year contract and that the Respondent accepted her bid proposal before all bids were rejected. The Respondent denies the existence of a prior agreement to award the Claimant a three-year contract and denies acceptance of the subsequent RFP at any point before rejection of all bids.
      W. Va. Code § 18B-5-4 proscribes the sole method in which the Respondent is to issue bids for services and states in part that “. . . all bids may be rejected.” § 18B-5-4(g). The bid process outlined in this statute is the sole means by which a bid may be accepted and a contract created between the State and a vendor. This statute reinforces the fundamental rule of contracts that the offeror is the master of his or her offer. More precisely, the statute proscribes the method by which an offer is to be made and also gives the Respondent the right to reject any bid.
      In claims for a breach of contract, a claimant must first establish the existence of a contract. Here, the Court finds no support for the Claimant’s contention that there was a contract. The Claimant asserts that a contract was formed with Dr. Ted Spring, a person whom the Claimant assumes had authority to bind the Respondent. However, even if the record revealed proof of negotiations and a meeting of the minds with regard to future full-time employment, it would not bind the State. The Supreme Court of Appeals of West Virginia has made it clear that the “[a]cts of a private agent may bind the principal where they are within the apparent scope of his authority; but not so with a public officer, as the State is bound only by authority actually vested in the officer, and his powers are limited and defined by laws.” Samsell v. State line Dev. Co. Inc., 154 W. Va. 48, 174 S.E.2d 318 (1970).
      Finding no authority for the President of the Respondent college to bind the Higher Education Policy Commission to an employment contract, the Court cannot conclude that the Respondent should be estopped to deny the existence of a contract. The Court is constrained to deny the Claimant’s breach of contract claim. The Respondent legally rejected all bids as is within its sound discretion, and thus no contract ever existed between the parties.
      In accordance with the findings of fact and conclusions of law as stated above, the Court does hereby deny the Claimant’s request for damages resulting from the alleged breach of contract.
      Claim disallowed.

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