Sehulster Tunnels Pre-Con v. Traylor Brothers, Inc. Obayashi Corp

In Sehulster Tunnels Pre-Con v. Traylor Brothers, Inc./Obayashi Corp. (2003) 111 Cal.App.4th 1328, a city and a general contractor entered into a prime public works contract to build a tunnel. Thereafter, the general contractor and the subcontractor entered into a written purchase order for the manufacture of tunnel rings specified in the prime contract. The subcontractor was required to perform additional work and filed its complaint against the contractor and the city alleging breach of contract and abandonment of contract. (Id. at pp. 1333-1335.) In reliance on Amelco Electric v. City of Thousand Oaks (2002) 27 Cal.4th 228, the general contractor asserted that since the city could not be held liable on an abandonment theory, the general contractor, which was entitled to indemnity from the city, should not be liable for abandonment damages. (Sehulster, at p. 1343.) The Sehulster court distinguished Amelco and noted that the contract at issue was a purchase order agreement between private parties. (Sehulster, at p. 1344.) The court also found that the general contractor, not the city, was found to have breached and abandoned the purchase order contract with the subcontractor. Finally, the court explained that the basis for the Amelco ruling was that the abandonment theory is fundamentally inconsistent with the underlying purpose of the competitive bidding statutes, which were enacted to benefit property owners and taxpayers, not public works contract bidders, and should be interpreted to serve that purpose with sole reference to the public interest. Sehulster reasoned that because the contract at issue was between private parties, and damages would be paid by a private party and not the taxpayers, there was no reason to extend Amelco to a subcontract between private parties. (Sehulster, at pp. 1344-1345.)