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142339 - Cedroni Associates v Tomblinson, Harburn Associates

Cedroni Associates, Inc.,
 
Ryan W. Jezdimir
 
Plaintiff-Appellant,
 
v
(Appeal from Ct of Appeals
 
 
(Genesee – Fullerton, J.)
 
Tomblinson, Harburn Associates Architects & Planners, Inc.,
 
Ronald S. Lederman
 
Defendant-Appellant,
 

​Plaintiff-Appellee's Response to Application for Leave to Appeal>>
Plaintiff-Appellee's Supplemental Brief>>

Defendant-Appellant's Application for Leave to Appeal>>
Defendant-Appellant's Supplemental Brief>>

American Institute of Architects - Michigan's Amicus Curiae Brief>>

Summary

​The Davison Community Schools opened bidding on a construction project to renovate two elementary schools. The school district contracted with Tomblinson, Harburn Associates Architects & Planners, Inc., an architectural firm, to assist the school district with the competitive bidding selection process. The firm’s duties included reviewing and evaluating bid applications, investigating contractors and their references, giving opinions on contractors’ competence and workmanship, and making recommendations regarding which contractor should be awarded the project.

Although Cedroni Associates, Inc. submitted the lowest bid on the construction project, the school district, on Tomblinson, Harburn’s recommendation, awarded the contract to the second lowest bidder. Cedroni sued Tomblinson, Harburn, alleging tortious interference with prospective economic relations. Cedroni argued that it had a legitimate expectation to receive the contract, and that Tomblinson, Harburn had wrongfully persuaded the school district not to award the contract to Cedroni. Cedroni contended that Tomblinson, Harburn intentionally interfered with its anticipated business relationship by wrongfully claiming that Cedroni was unqualified to perform the necessary work.

Tomblinson, Harburn filed a motion to dismiss, arguing that the school district reserved the right to accept or reject any or all offers and that the school district was not required to accept the lowest bid. Tomblinson, Harburn maintained that its recommendation was based on legitimate business reasons and information gathered during the bid process, including poor reviews from some of Cedroni’s references. The trial court granted Tomblinson, Harburn’s motion, concluding that Cedroni had failed to establish that it had a valid expectation of being awarded the contract, and that Cedroni also failed to establish that Tomblinson, Harburn engaged in intentional or improper interference.

Cedroni appealed, and in a split, published decision, the Court of Appeals reversed the trial court and remanded the case for trial. The majority concluded that there were genuine issues of material fact pertaining to whether Cedroni had a valid business expectancy and whether Tomblinson, Harburn did anything improper. The majority would “not preclude litigation when there exists evidence suggesting that the ostensible exercise of professional business judgment is in reality a disguised or veiled attempt to intentionally and improperly interfere with the contractual or expectant business relationships of others.” The dissenting judge would have affirmed the trial court. She opined that Cedroni had only “a legitimate expectancy that the bidding process would be openly and fairly conducted, and, thus, it had to establish fraud, injustice or violation of trust in order to avoid summary disposition.” She concluded that Cedroni had failed to demonstrate “that defendant did anything improper or that its conduct was anything other than the exercise of professional business judgment.” Tomblinson, Harburn appeals.