MEMC Pasadena, Inc. v. Riddle Power, LLC
472 S.W.3d 379 | Court of Appeals of Texas | 2015
What This Case Means for Subcontractors
MEMC sued its electrical contractor and subcontractor after an accident shut down its plant. The court enforced a mutual waiver of consequential damages that was included in an addendum to the bid documents. Because the contractor did not object to the addendum during the bidding process, the court treated it as part of the final contract. This means MEMC could not recover lost profits or production losses—only direct damages.
Key Takeaways
- •Review all bid addendums carefully before submitting your bid. Silence or failure to object means you accept the terms, even if you disagree with them later.
- •Mutual waivers of consequential damages are enforceable and will limit your recovery if something goes wrong. Understand what damages you're giving up before you bid.
- •The bid process is your only chance to negotiate or reject unfavorable contract terms. Once you submit a bid without objecting, you're stuck with those terms.
Addendum 9 became part of the parties' contract because Triad did not object.
Frequently Asked Question
If I don't object to a contract addendum during the bid process, can I challenge it later?
No. Texas courts will enforce contract addendums against you if you fail to object during the bid process. Your silence or failure to raise concerns is treated as acceptance. Always review bid documents carefully and object in writing to any unfavorable terms before submitting your bid.
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