Scott v. Lee

DRAPER, P. J.

This appeal presents the question whether the by-laws and bid depository rules of a voluntary trade association constitute a contract among its members, enforceable by one member against another.

Associated Plumbing Contractors of San Mateo County, Inc. is a voluntary nonprofit trade association of plumbing and heating contractors. Its by-laws declare its purposes to be “the advancement of sanitation,” “education of the members of the craft” and of apprentices, “establishment of harmonious and equitable relations” between master plumbers and those with whom they deal, and like general and laudatory objectives. In 1955, the association adopted bid depository rules, which provide that one intending to bid to a general contractor for a plumbing and heating subcontract shall register with the designated bid depository and shall file a sealed copy of his bid at least four hours before opening of bids on the general contract. The by-laws provide for expulsion, suspension or fine as penalty for violation. The announced aim of the depository rules is to eliminate participation by subcontractors in “bid peddling,” a process by which the general contractor, before submitting his own bid, calls bidders for the subcontract, advises them of the lowest subcontract bid he has received, and seeks a bid below that low figure.

On joining the association, each member signed a pledge of “my sacred word and honor,” “on my honor as a man,” to

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abide by the rules and by-laws, to “endeavor by all just and honorable means, to foster a kindly spirit between members,’’ and to “deport myself in such a manner as is expected of members of all respectable organizations.’’

Defendant is a long-time member of the association, who had helped draft the bid depository rules, and who abided by them until the incident here involved. In late 1957, he bid to a general contractor for the plumbing and heating work on additions to the buildings of Sequoia Hospital District. He registered with the bid depository as a prospective bidder. He was unable to complete his bid until less than four hours before opening of bids on the general contract because the bid to him by a sheet metal contractor was delayed. Solely because of this delay, defendant was unable to file a duplicate of his bid with the bid depository within the required time and thus did not file at all. He did, however, submit his bid to a general contractor, who was awarded the contract and in turn awarded the plumbing and heating subcontract to defendant. Defendant has performed the contract.