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Fletcher-Harlee Corp. v. Pote Concrete Contractors, Inc. - 482 F.3d 247 (3d Cir. 2007)


In civil rights cases district courts must offer amendment--irrespective of whether it is requested--when dismissing a case for failure to state a claim unless doing so would be inequitable or futile. This "amendment rule" emerged in reaction to the United States Court of Appeals for the Third Circuit's requirement that civil rights cases be pled with heightened particularity, thus giving rise to pleading errors in otherwise colorable cases--particularly those with pro se plaintiffs.


Fletcher-Harlee Corp. (Fletcher-Harlee), a general contractor, solicited bids from subcontractors on various aspects of a building project for which it intended to compete. In keeping with industry custom, Fletcher-Harlee's solicitation letter stipulated that bids must be held open for a minimum of 60 days and that subcontractors must agree to be accountable for the prices and proposals submitted. In response, Pote Concrete Contractors, Inc. (Pote) submitted a written price quotation for providing the concrete for the project. Pote's "bid," however, did not conform to Fletcher-Harlee's terms; rather, it stipulated that its price quotation was for informational purposes only, did not constitute a "firm offer," and should not be relied upon. Pote's response further stated that Pote did not agree to be held liable for any of the terms it submitted. Fletcher-Harlee appealed from a judgment of the United States District Court for the District of New Jersey granting Pote’s motion to dismiss Fletcher-Harlee’s claims of breach of contract and promissory estoppel.


Did the district court err in not granting Fletcher-Harlee relief it never requested?




The court found that even if Fletcher-Harlee’s communication were an offer, Pote’s response could be no more than a counteroffer because its terms were materially different from those in the solicitation letter. More importantly, because the submission expressly disclaimed Pote’s intention to be bound, it could not be an offer. Next, the court found that Fletcher-Harlee had alleged nothing that would render its reliance on Pote’s submission reasonable. Finally, the court found that Fletcher-Harlee did not ask the district court for leave to amend its complaint, and so it could hardly fault the court for not granting relief it never requested.

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