This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2002).
STATE OF MINNESOTA
IN COURT OF APPEALS
Road Constructors, Inc.,
City of Rochester,
Filed February 11, 2003
Olmsted County District Court
File No. C7022178
Kenneth R. Moen, Moen Law Firm, 202 Riverside Building, 400 South Broadway, Rochester, MN 55904 (for appellant)
George C. Hoff, Scott B. Landsman, Hoff, Barry & Kuderer, P.A., 160 Flagship Corporate Center, 775 Prairie Center Drive, Eden Prairie, MN 55344 (for respondent)
Considered and decided by Peterson, Presiding Judge, Randall, Judge, and Willis, Judge.
U N P U B L I S H E D O P I N I O N
Appellant challenges the district court’s denial of a motion for a temporary injunction. Because we conclude that the district court did not abuse its discretion by refusing to issue an injunction, we affirm.
Appellant Road Constructors, Inc. (“RCI”) is a construction firm that regularly bids on, and has been awarded, public-works projects let by respondent City of Rochester (“the city”). In April 2002, the city published a bid proposal for a street-reconstruction project.
The proposal document contained the following instructions to bidders:
In submitting a bid, you must return this complete proposal. You must initial changes made in the Schedule of Prices in the Proposal and acknowledge addenda on the back cover sheet.
The proposal document also contained sections entitled “General Requirements,” “Equal Employment Opportunity (EEO) Special Provisions,” and “Disadvantaged Business Enterprise (DBE) Special Provisions.” The city later published an addendum to the proposal document; the addendum required bidders to submit by the May 29, 2002, deadline three specific bids—a base bid, a “Duct Work bid alternate,” and a grand-total bid—along with the complete proposal document.
RCI maintains that the city has “a long-standing history of not requiring [submission of] the total bid proposal document” at the time bids are due. After receiving the proposal document in early May, an RCI employee telephoned the city’s construction supervisor asking for clarification of the instructions for submitting bids. RCI claims that the supervisor told the RCI employee that it would “be just fine” if RCI submitted “only copies of the relevant bid forms for the * * * project that was to be bid” on May 29. But the supervisor later asserted by affidavit that he never told the RCI employee “that [RCI] did not have to follow the instructions to bidders and specifically did not have to return the Proposal Document.”
RCI submitted a bid on May 29. When the city staff opened and reviewed RCI’s bid on June 3, they found that it did not include the three specific bids required by the addendum, nor did it contain sections containing the general requirements, the EEO special provisions, and the DBE special provisions. Thus, the city deemed RCI’s bid non-responsive and awarded the contract to Rochester Sand & Gravel, the only bidder who, in the city’s opinion, submitted a responsive bid. RCI asserts, and the city does not dispute, that RCI submitted the lowest bid for the project.
RCI maintains that (1) the city had previously accepted similar partial submissions as responsive and (2) other documents RCI submitted with the bid show that it substantially complied with the requirement that it include the EEO and DBE special provisions sections. RCI filed suit against the city, arguing that awarding the contract to Rochester Sand & Gravel violated the Uniform Municipal Contracting Law, Minn. Stat. § 471.345 (2002), thereby rendering the contract between the city and Rochester Sand & Gravel void, and moved the district court for a temporary injunction. The district court denied the temporary injunction, and RCI now appeals.
D E C I S I O N
Whether to grant a temporary injunction “is within the district court’s broad discretion and will not be reversed absent an abuse of that discretion.” Metro. Sports Facilities Comm’n v. Minn. Twins P’ship, 638 N.W.2d 214, 220 (Minn. App. 2002) (citation omitted), review denied (Minn. Feb. 4, 2002). We “view the facts alleged in the pleadings and affidavits in the light most favorable to the prevailing party.” Queen City Constr., Inc. v. City of Rochester, 604 N.W.2d 368, 372 (Minn. App. 1999) (citation omitted), review denied (Minn. Mar. 14, 2000).
When deciding whether to grant a temporary injunction, a court considers whether the movant is entitled to relief under the so-called Dahlberg factors set forth in Dahlberg Bros. v. Ford Motor Co., 272 Minn. 264, 137 N.W.2d 314 (1965). See Queen City, 604 N.W.2d at 372.
First, the city contends that this appeal is moot. But because nothing in the record establishes mootness, we will consider the issues that RCI has raised.
B. Dahlberg analysis
The five Dahlberg factors are: (1) the relationship between the parties, (2) the relative hardship, (3) the likelihood of success, (4) the public interest, and (5) any administrative burdens. Id.
1. Relationship between the parties
An injunction should “preserv[e] the status quo ante relationship of the parties * * *.” Id. (quotation omitted). Here, the district court concluded that the parties’ relationship was that of “bidder” and “bid letter” and found that this relationship has continued regardless of the motion for an injunction because RCI has bid on and been awarded other city contracts since it filed its lawsuit against the city. But an injunction should preserve the parties’ relationship as it existed before the dispute before the court arose. See id. Here, if an injunction is not issued, the relationship between the parties is not that of “bid letter” and “bidder,” as the district court concluded; rather, the relationship is that of a city that has let a contract and a potential contractor that has permanently lost its opportunity to perform that contract. Thus, the record does not support the district court’s conclusion on the first Dahlberg factor.
2. Relative hardships
A temporary injunction “should be granted in the exercise of judicial discretion only when it appears that more harm will result from its denial than from its issuance.” Town of Burnsville v. City of Bloomington, 264 Minn. 133, 139, 117 N.W.2d 746, 750 (1962).
The party seeking an injunction must demonstrate that it faces irreparable harm and has no adequate remedy at law. See Minn. Twins, 638 N.W.2d at 222-23. Under the Uniform Municipal Contracting Law, RCI’s legal remedies are limited to “the costs of preparing an unsuccessful bid.” Minn. Stat. § 471.345, subd. 14 (2002). This remedy may be inadequate when the costs of preparing a bid are relatively small and “pale in comparison” to the profit a successful bidder might hope to earn on the project. See Queen City, 604 N.W.2d at 372. Thus, RCI “at least arguably faces irreparable harm without adequate legal remedy” here. Id.
But a court must weigh RCI’s hardship against the harm to be suffered by the city if the injunction is granted. See Minn. Twins, 638 N.W.2d at 225. The city maintains that if the injunction is granted, the project will be delayed, “result[ing] in an inflationary adjustment in the contract price, estimated at three (3) or four (4) percent or $120,000.00 to $160,000.00.” The city’s allegations of harm must be taken as true. See Queen City, 604 N.W.2d at 372. By comparison, RCI’s allegations of harm are speculative because any number of factors could reduce RCI’s profit from performing the contract. The record, when considered in light of the applicable law, supports the district court’s conclusion that the second Dahlberg factor does not favor issuing an injunction. See id. at 373 (concluding that the balance of harms weighed against granting an injunction because harm to movant was comparatively speculative).
3. Likelihood of success
Awarding a contract is an “administrative act[ ] of discretion which will be enjoined only if done illegally, arbitrarily, capriciously, or unreasonably.” Bud Johnson Constr. Co. v. Metro. Transit Comm’n, 272 N.W.2d 31, 33 (Minn. 1978) (citation omitted).
Further, a bid must conform substantially to the advertised plan and specifications. A public authority has a “plain duty” to reject bids which have a “substantial variance” from the plans and specifications.
Carl Bolander & Sons Co. v. City of Minneapolis, 451 N.W.2d 204, 206 (Minn. 1990) (quoting Coller v. City of St. Paul, 223 Minn. 376, 385, 26 N.W.2d 835, 840 (1947)).
The supreme court held in Carl Bolander & Sons Co. v. City of Minneapolis that when a city’s bidding documents require a bidder to specify how it intends to comply with goals for subcontracting with female- and minority-owned businesses, and the bidder does not include such information, the city is entitled to treat the bid as non-responsive. Id. at 207-08. Here, although the proposal document stated that RCI was required to submit “this complete proposal,” RCI contends that its failure to return the complete proposal was not a “substantial variance.” RCI correctly observes that the bidding documents published by the city in Bolander explicitly stated that a failure to include the required information concerning subcontracting goals would render a bid non-responsive, while Rochester’s proposal document included no such warning. But this does not establish that RCI is likely to succeed on the merits. Rather, the proposal document’s statement that a bidder “must return this complete proposal,” strongly suggests that a submission of anything less would be deemed non-responsive. Thus, the record supports the district court’s conclusion that the third Dahlberg factor does not favor granting an injunction.
4. Public interest
The “public interest” prong of the Dahlberg analysis involves a consideration of public policy. See Minn. Twins, 638 N.W.2d at 228-29. In its order denying RCI’s motion for a temporary injunction, the district court observed that public policy favors both awarding contracts to lowest bidders and awarding them to contractors who provide opportunities for “equal employment” and “disadvantaged businesses.” In its order, the district court does not state whether application of these policies here favors issuing an injunction. But we have noted in earlier cases that there is another policy at stake here: the policy of deference by courts to decisions that are within a city’s discretion. E.g., Queen City, 604 N.W.2d at 379; see also Bud Johnson, 272 N.W.2d at 33 (stating that awarding contracts is within a municipality’s discretion). Thus, this factor supports the district court’s ultimate conclusion that a temporary injunction is not warranted.
5. Administrative burdens
The parties do not dispute the district court’s conclusion that issuing an injunction would not present an undue administrative burden. This is therefore a neutral consideration that neither favors nor weighs against issuing an injunction here.
We conclude that the district court did not abuse its discretion by finding that the application of the Dahlberg factors does not favor granting RCI’s motion for a temporary injunction.