10. Major Lee, Major Whitney and Mr. Schlanger were all responsible contracting officers of the United States government, quartermaster corps and were located in Chicago, Illinois. All of these men were visted and interviewed by George A. Myers and Lauren Johnson in August of 1948.
11. Notice of the invitation to bid first came to David L. Simpson by telephone message from his New York offices forty-eight hours before the invitation to bid was to be closed. David L. Simpson then instructed Lauren Johnson to proceed to Washington to the Capitol Office Supply Company and examine the invitations to bid.
12. On June 15, 1948, the plaintiff, through the quartermaster purchasing office, published an invitation to bid No. QM 11-183-48-929, which invitation to bid concerned itself with certain shelving.
13. Lauren Johnson, at the instance of David L. Simpson, called at the offices of Capitol Office Supply where he discussed the government invitation to bid. A description of the shelving to be bid on was given by Smart, Collins and Christiansen to Lauren Johnson, who made sketches, which were submitted to the partners of Capitol Office Supply and approved by them. Lauren Johnson was never shown any government specifications, but rather submitted the bid over the signature of Tri-State Metal Products, Inc., which bid was based on a description given by Smart, Collins and Christiansen, and the drawings submitted to and approved by them.
14. Lauren Johnson acted in the interest of Tri-State Metal Products, Inc., at the time that said corporation enjoyed de facto existence.
15. The government, by telegram dated June 28, 1948, awarded to the defendant, in care of Capitol Office Supply, Washington, D.C., divers items of the invitation to bid and requested an acknowledgment of the award.
16. David L. Simpson, on the stationery of the defendant corporation, on July 1, 1948, accepted the award of the government with the following qualifications:
(a) Requesting certain paint specimens.
(b) Requesting specifications, which until this date had not been submitted.
17. Defendant, Tri-State Metal Products, Inc., was created de jure July 22, 1948, by the award of the Charter from the Commonwealth of Pennsylvania.
18. The government purchased the disputed shelving units from Supreme Steel Products, Inc., for $ 11,280.33 more than the price contemplated under the intended contract with defendant.
Conclusions of Law.
1. The defendant, Tri-State Metal Products, Inc., although not issued a corporate charter until July 22, 1948, was actually doing business as a de facto corporation on June 28, 1948.
2. David L. Simpson and Lauren C. Johnson were acting as agents of Tri-State Metal Products, Inc., on June 25, 1948, when the Army form of bid was submitted by Johnson, and on July 1, 1948, when the letter of confirmation and acceptance was sent by David L. Simpson to the Quartermaster Corps.
3. A legally valid contract had never come into existence between the United States of America and Tri-State Metal Products, Inc., for the reason that the parties had never attained a meeting of the minds.
4. Judgment will be entered in favor of Tri-State Metal Products, Inc.
An appropriate Order is entered.
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