The whole tenor of the proposal demonstrates that no such application of the words was thought of in its framing.” Again, the Court said, “ by the plain words of the proposal, the offer of the superintendency is held out to the architect who shall surpass all others in the excellence of his design.” “ That this stimulus is intended for all is obvious from the reading of the first, second and third clauses.”
The defendant’s counsel argued that it could not have intended to bind itself to an appointment of the successful competitor as superintendent of the work, because that might necessitate the appointment of one personally unfit to be entrusted with such a position, but the Court said that this idea was “ entitled to no consideration upon a demurrer to the petition.” The judgment of the court below was reversed in favor of the architect. The Music-Hall Company appealed the case again to the Supreme Court of Missouri, which affirmed in every respect the decision of the Court of Appeals.
The experienced reader will probably not agree with the court in thinking that the expression, “ the successful architect,” was used in the invitation without any thought of its possible uncertainty of meaning. So many tricks are played upon architects by means of expressions which they are intended to interpret in one way, but which the other party interprets later in another way, to their disadvantage, that it is hard to believe that this one was employed without the idea that it might be utilized, if desirable, to escape just obligations towards the architects who might be misled by it. However, any suspicion of fraud will tell very seriously against the party which tried to take advantage of it, and the court took the most favorable view that it could of the intentions of the Music Hall Company.
A CONTRACT BY ADVERTISEMENT IS A WRITTEN CONTRACT.1
A contract of this kind, formed by a proposal or invitation on one side, and compliance with its terms on the other, has been decided to be a contract in writing, and, therefore, riot subject to the provisions of the Statute of Frauds. This is an important decision, as many of the engagements which architects hope to obtain through competition could not be completely fulfilled within a year, and a parol agreement to employ them for services intended to extend through a longer period would be void.
REVOCATION OR MODIFICATION OF PROPOSAL BY ADVER
TISEMENT.
Like any other proposal, that made by advertisement or circular may be revoked or modified, provided the revocation or modification is made before it has been accepted by doing work in accordance with it. Very commonly, the terms of competition programmes are changed by subsequent notice, either by extending the time, or in some other way, often at the suggestion of competitors who happen to be on good terms with the promoters. Where such changes are made before an intending competitor has done any work on his plans, the modified terms, if he has received the notice, will form a part of his contract; but those who have done work in accordance with the original programme, which will be made useless by the change, would probably be entitled to compensation for their trouble.
EXTENSION OF TIME.
In the case of an extension of time, it would be more difficult to show damage, but there is no doubt that unscrupulous architects, who have the ear of the promoters of a competition, and who know that the merit of a plan is usually proportionate to the time spent on it, sometimes favor, at the beginning, the restriction of the time within which the designs must be submitted to a very inadequate space, and, at the last moment, when the plans of their rivals have been hurriedly completed, while their own have been progressing quietly and carefully, obtain an extension of time, sufficient to enable them to bring their own well-studied projects to completion, but not large enough to tempt the other competitors to do their work all over again. It is, therefore, highly desirable that no changes should be made in competition programmes after they are once issued, or that architects interested should, as soon as possible after receiving such documents, propose the changes which they think necessary, in order that all the competitors may be notified without delay.
ACCEPTANCE MOST BE CLEAR.
In all matters of this kind, the architect must be sure that the proposal made in the circular or letter of invitation is perfectly clear, and that his acceptance of it, by doing work in accordance with it, is no less clear, for the law will not do much to help a man who does not clearly understand other people’s propositions, or who makes his own in a manner not easily comprehended. It is common, for example, for building committees to incorporate in their circulars of invitation to architects conditions which are incompatible with each other, as, for example, setting a limit of cost in one clause, and, in the others, demanding an amount of accommodation which cannot possibly be had for anything like the sum named. In such cases, architects must, at their peril, obtain from the committee a vote, saying which provision is the one to be complied with. It is not sufficient to obtain an individual opinion from a single member of the committee; such an opinion does not bind the committee; and all the architects who keep their designs down to the limit of cost are liable to have them rejected, because they do not give the accommodation desired, while those who provide the accommodation are equally liable to be thrown out because the execution of their designs will cost too much ; and in neither case will they have any redress ; while the committee, having obtained all the suggestions and information that it wanted, is free to engage the architect whom it had all along intended to employ.
Even where no fraud on architects is intended, the instructions for competitors are often so carelessly drawn that it would be difficult to enforce any rights under them, as, for instance, in a Chicago competition, where the area of each room was specified, and nearly twice as much space was required on the second floor as on the first. It would obviously be difficult to comply with this condition, yet an architect who violated it might find it hard to hold the promoters of the competition to the other stipulations of the proposal.
TERMS OF CHOICE OF A DESIGN. 2
Again, the terms of the choice or acceptance of a design are often so vague as to mislead architects. The County Commissioners of Cook County, and the Common Council of the city of Chicago, arranged to build jointly a court-house and city-hall, united in one grand structure, and invited competitive designs, offering several prizes in money. The majority of the joint committee representing the city and county awarded the third prize, of $1,000, to Mr. Tilley. The city and county authorities confirmed the award, by a resolution, which, however, provided that “ nothing herein or in said report contained shall be construed as indicating a preference for either of said plans as to which shall be finally adopted, from which the said building shall be erected.” Mr. Tilley was paid his prizemoney, and, soon after, the County Commissioners and the City Council adopted, each separately, the following resolution : —
“ That the plan known as ‘ Eureka,’ (Tilley’s) or number five (5) in the collection, be, and is hereby, selected and adopted as the plan after which to build such court-house and city-hall, (the Board of Commissioners of Cook County concurring), subject to such changes and modifications as may hereafter be determined upon by the common council of the city of Chicago and the county board, provided the estimate of the architect who presented said plan as to the cost of construction of the building shall be verified.”
Tilley then went over his figures of cost again, without being asked to do so. Soon after, differences arose between the city and county authorities, and the county appointed another architect. Tilley then sued the city and county jointly for five per cent on the estimated cost of the building, his bill, as presented, amounting to $145,481.45. He proved, at the trial, that he had verified the cost, and was confirmed as to the correctness of his estimate, of thirty-five cents per cubic foot, by several architects. He offered to prove the cost and value of his plans ; that by the usage and custom of architects, in the absence of a special contract, the superintendence of the construction of a building belonged to the architect whose plans were adopted; that, by the usage and custom of architects, where prizes for plans were offered, the plans of the successful competitors belonged to them, and, if subsequently adopted as the plans to build by, were always paid for in addition to the
1 Ryer v. Stockwell, 14 Cal. 134 ; Ellis v. Abell, 10 A. R. 226 (Ontario).2 Tilley v. Cook Co. 13 Otto, 155.
The defendant’s counsel argued that it could not have intended to bind itself to an appointment of the successful competitor as superintendent of the work, because that might necessitate the appointment of one personally unfit to be entrusted with such a position, but the Court said that this idea was “ entitled to no consideration upon a demurrer to the petition.” The judgment of the court below was reversed in favor of the architect. The Music-Hall Company appealed the case again to the Supreme Court of Missouri, which affirmed in every respect the decision of the Court of Appeals.
The experienced reader will probably not agree with the court in thinking that the expression, “ the successful architect,” was used in the invitation without any thought of its possible uncertainty of meaning. So many tricks are played upon architects by means of expressions which they are intended to interpret in one way, but which the other party interprets later in another way, to their disadvantage, that it is hard to believe that this one was employed without the idea that it might be utilized, if desirable, to escape just obligations towards the architects who might be misled by it. However, any suspicion of fraud will tell very seriously against the party which tried to take advantage of it, and the court took the most favorable view that it could of the intentions of the Music Hall Company.
A CONTRACT BY ADVERTISEMENT IS A WRITTEN CONTRACT.1
A contract of this kind, formed by a proposal or invitation on one side, and compliance with its terms on the other, has been decided to be a contract in writing, and, therefore, riot subject to the provisions of the Statute of Frauds. This is an important decision, as many of the engagements which architects hope to obtain through competition could not be completely fulfilled within a year, and a parol agreement to employ them for services intended to extend through a longer period would be void.
REVOCATION OR MODIFICATION OF PROPOSAL BY ADVER
TISEMENT.
Like any other proposal, that made by advertisement or circular may be revoked or modified, provided the revocation or modification is made before it has been accepted by doing work in accordance with it. Very commonly, the terms of competition programmes are changed by subsequent notice, either by extending the time, or in some other way, often at the suggestion of competitors who happen to be on good terms with the promoters. Where such changes are made before an intending competitor has done any work on his plans, the modified terms, if he has received the notice, will form a part of his contract; but those who have done work in accordance with the original programme, which will be made useless by the change, would probably be entitled to compensation for their trouble.
EXTENSION OF TIME.
In the case of an extension of time, it would be more difficult to show damage, but there is no doubt that unscrupulous architects, who have the ear of the promoters of a competition, and who know that the merit of a plan is usually proportionate to the time spent on it, sometimes favor, at the beginning, the restriction of the time within which the designs must be submitted to a very inadequate space, and, at the last moment, when the plans of their rivals have been hurriedly completed, while their own have been progressing quietly and carefully, obtain an extension of time, sufficient to enable them to bring their own well-studied projects to completion, but not large enough to tempt the other competitors to do their work all over again. It is, therefore, highly desirable that no changes should be made in competition programmes after they are once issued, or that architects interested should, as soon as possible after receiving such documents, propose the changes which they think necessary, in order that all the competitors may be notified without delay.
ACCEPTANCE MOST BE CLEAR.
In all matters of this kind, the architect must be sure that the proposal made in the circular or letter of invitation is perfectly clear, and that his acceptance of it, by doing work in accordance with it, is no less clear, for the law will not do much to help a man who does not clearly understand other people’s propositions, or who makes his own in a manner not easily comprehended. It is common, for example, for building committees to incorporate in their circulars of invitation to architects conditions which are incompatible with each other, as, for example, setting a limit of cost in one clause, and, in the others, demanding an amount of accommodation which cannot possibly be had for anything like the sum named. In such cases, architects must, at their peril, obtain from the committee a vote, saying which provision is the one to be complied with. It is not sufficient to obtain an individual opinion from a single member of the committee; such an opinion does not bind the committee; and all the architects who keep their designs down to the limit of cost are liable to have them rejected, because they do not give the accommodation desired, while those who provide the accommodation are equally liable to be thrown out because the execution of their designs will cost too much ; and in neither case will they have any redress ; while the committee, having obtained all the suggestions and information that it wanted, is free to engage the architect whom it had all along intended to employ.
Even where no fraud on architects is intended, the instructions for competitors are often so carelessly drawn that it would be difficult to enforce any rights under them, as, for instance, in a Chicago competition, where the area of each room was specified, and nearly twice as much space was required on the second floor as on the first. It would obviously be difficult to comply with this condition, yet an architect who violated it might find it hard to hold the promoters of the competition to the other stipulations of the proposal.
TERMS OF CHOICE OF A DESIGN. 2
Again, the terms of the choice or acceptance of a design are often so vague as to mislead architects. The County Commissioners of Cook County, and the Common Council of the city of Chicago, arranged to build jointly a court-house and city-hall, united in one grand structure, and invited competitive designs, offering several prizes in money. The majority of the joint committee representing the city and county awarded the third prize, of $1,000, to Mr. Tilley. The city and county authorities confirmed the award, by a resolution, which, however, provided that “ nothing herein or in said report contained shall be construed as indicating a preference for either of said plans as to which shall be finally adopted, from which the said building shall be erected.” Mr. Tilley was paid his prizemoney, and, soon after, the County Commissioners and the City Council adopted, each separately, the following resolution : —
“ That the plan known as ‘ Eureka,’ (Tilley’s) or number five (5) in the collection, be, and is hereby, selected and adopted as the plan after which to build such court-house and city-hall, (the Board of Commissioners of Cook County concurring), subject to such changes and modifications as may hereafter be determined upon by the common council of the city of Chicago and the county board, provided the estimate of the architect who presented said plan as to the cost of construction of the building shall be verified.”
Tilley then went over his figures of cost again, without being asked to do so. Soon after, differences arose between the city and county authorities, and the county appointed another architect. Tilley then sued the city and county jointly for five per cent on the estimated cost of the building, his bill, as presented, amounting to $145,481.45. He proved, at the trial, that he had verified the cost, and was confirmed as to the correctness of his estimate, of thirty-five cents per cubic foot, by several architects. He offered to prove the cost and value of his plans ; that by the usage and custom of architects, in the absence of a special contract, the superintendence of the construction of a building belonged to the architect whose plans were adopted; that, by the usage and custom of architects, where prizes for plans were offered, the plans of the successful competitors belonged to them, and, if subsequently adopted as the plans to build by, were always paid for in addition to the
1 Ryer v. Stockwell, 14 Cal. 134 ; Ellis v. Abell, 10 A. R. 226 (Ontario).2 Tilley v. Cook Co. 13 Otto, 155.