Judgments

Decision Information

Decision Content

T-2272-82
Quasar Helicopters Ltd. (Plaintiff) v.
The Queen and the Minister of Supply and Ser vices (Defendants)
Trial Division, Cattanach J.—Vancouver, May 6; Ottawa, May 12 and June 7, 1982.
Crown — Contracts — Invitation to tender — Time for submission of bids — Policy of DSS concerning bids received late — Canada Post postage meter imprints as evidence of time of mailing — Plaintiff using such meter in mailing bid — DSS misinformed that meter privately owned — Plaintiff's bid not considered and contract awarded to another — Action for declarations that award void and that plaintiff's bid be con sidered — Claim for damages for breach of natural justice — Action dismissed — Minister not breaching any duty of fair ness as reasonable procedures followed — Reopening con sideration of bidding unjust to other bidders — Damages claim tortious in nature — No bad faith established — Discussion of whether Minister or The Queen properly to be named defendant — Federal Court Act, R.S.C. 1970 (2nd Supp.), c. 10, ss. 2(g), 18 — Federal Court Rules 480, 500 Department of Supply and Services Act, R.S.C. 1970, c. S-18, ss. 5, II — Financial Administration Act, R.S.C. 1970, c. F-10, s. 8 — Government Contract Regulations, C.R.C., c. 701, ss. 8, 9.
The Department of Supply and Services (DSS) invited ten ders from suppliers including the plaintiff. The conditions of tender served upon the plaintiff stipulated that: the bidder has sole responsibility for ensuring that its bid is received on time; that a bid which is received after the closing time but before the award of contract will be considered on the condition that it was mailed at least 48 hours prior to the closing time and that postage meter imprints were not acceptable as proof of timely mailing. In fact, DSS did accept postage meter imprints as satisfactory evidence if they were owned by Canada Post. This practice was not communicated to bidders but became known in the industry.
The president of the plaintiff company assumed this to be the case from his prior dealings and general knowledge of the industry. He caused his bid, bearing a Canada Post postage meter imprint, to be mailed more than 48 hours prior to closing time. The bid was received after closing time and prior to the award of contract. Upon inquiring of officials at Canada Post, who had been told of the critical importance of supplying accurate information, DSS was misinformed that the postage meter was privately owned. The bid was not acceptable pursu ant to the usual practice and was returned without being
considered; had the true facts been known, the proposal would have been considered. The plaintiff advised that it had used a Canada Post meter and this fact was established upon further verification. DSS refused to reconsider the matter, as it had entered into a contract with another company.
The plaintiff sued for declarations that the Department's decision to award a contract without considering its proposal is void, and that it is entitled to have its proposal considered prior to the award of a contract, and, for general damages for breach of the rules of natural justice in the Department's failure to comply with the authorized procedure.
Held, the action is dismissed. In refusing to consider the plaintiff's proposal, the Department followed its written proce dures to the letter and in checking the origin of the postal meter imprint, it followed its procedure with exactitude. That proce dure was the most reasonable and most accurate one that could be devised. That the procedure proved fallible does not detract from its fairness. Accordingly, there was no breach of the duty of fairness by the Minister even assuming there was such duty.
By parity of reasoning, the second declaration sought was also denied: the Department having followed a fair procedure, it determined that the bid was late and refused to consider it. It only discovered the true facts at a date subsequent to the making of a valid and subsisting contract with another com pany. To reopen consideration of the bidding to include the plaintiff's bid, which had not been opened, would work a manifest injustice to those whose bids had been opened and particularly to the successful bidder, the amount of whose bid had become known and it having also been disclosed that the plaintiff's bid was lower. The same reasoning would apply to beginning the whole process over again with greater force added to which further time would be consumed and it was urgent to get the survey under way.
Though negligence was not pleaded, a claim for damages founded upon a breach of the rules of natural justice, namely the failure of the Department to comply with its own estab lished and authorized procedure, was considered and dismissed. Such a claim is tortious in nature and is based upon the infliction of damage by the deliberate abuse of public authority. No element of bad faith had been established in the instant case.
The Trial Judge substituted the Minister of Supply and Services for the named defendant, Her Majesty the Queen, on the ground that section 18 of the Federal Court Act does not apply to the Crown. The judgment proceeds on the basis that the Minister was acting in an administrative capacity and that damages were recoverable if it could be established that the defendant had breached the duty of procedural fairness or that the plaintiff's legal right to have his proposal considered by the defendant had been denied. However, on reflection, it was felt that the Minister was the proper defendant with respect to the claim for declaratory relief while the Crown was the defendant as to the claim for damages.
CASES JUDICIALLY CONSIDERED
APPLIED:
Minister of National Revenue et al. v. Creative Shoes Ltd., et al., [1972] F.C. 993 (C.A.); Bates v. Lord Hailsham, [1972] 1 W.L.R. 1373 (Ch.D.).
REFERRED TO:
Martineau v. Matsqui Institution Disciplinary Board (No. 2), [1980] 1 S.C.R. 602; Zamulinski v. The Queen, [1956-60] Ex.C.R. 175; Greenway, Executor of the Estate of Mancuso v. The Queen, [1980] 1 F.C. 269 (T.D.).
COUNSEL:
G. K. Martin for plaintiff.
Mary Humphries for defendants.
SOLICITORS:
G. K. Martin, Vancouver, for plaintiff.
Deputy Attorney General of Canada for defendants.
The following are the reasons for judgment rendered in English by
CATTANACH J.: The defendant first named in the style of cause in this action was Her Majesty the Queen but the relief sought, amongst other things, was declaratory.
In Minister of National Revenue et al. v. Crea tive Shoes Ltd., et al., [1972] F.C. 993 (C.A.), Thurlow J. (as he then was) speaking for the Appeal Division said at pages 998-999:
I am further of the opinion that Mr. Justice Walsh correctly treated the proceeding as an application under Rule 603(b) for the exercise by the Court of its jurisdiction under section 18 of the Federal Court Act but the consequence of this appears to me to be that claims for relief obtainable only by an action commenced by a statement of claim cannot be entertained in such a proceeding and that the Crown could not in any event properly be made a respondent in such a proceeding since section 18 confers the jurisdiction only in respect of the conduct of a "federal board, commission or tribunal" which as defined in section 2(g), does not include the Crown. On these matters being pointed out during the course of argument counsel for the respondents abandoned paragraphs B(4), B(6) and B(7) of the claims for relief. The Crown must accordingly be struck out as a party in any event and paragraphs B(4), B(6) and B(7) of the claims for relief need not be further considered.
At the outset of the trial upon this matter being pointed out by counsel for the defendant the style of cause was amended to substitute the Minister of Supply and Services with the consent of counsel for both parties and upon oral motion by counsel for the defendant.
At the same time 1 pointed out that the Minister in the capacity in which he acted in the subject matter of this suit was not acting in a judicial or quasi-judicial capacity but merely in an adminis trative capacity.
In Bates v. Lord Hailsham, [1972] 1 W.L.R. 1373 (Ch.D.), Megarry J. said at page 1378:
... in the sphere of the so called quasi-judicial the rules of natural justice run, and that in the administrative or executive field there is a general duty of fairness.
That duty avails the plaintiff herein.
In Martineau v. Matsqui Institution Discipli nary Board (No. 2), [1980] 1 S.C.R. 602, Dickson J. reviewed the decisions leading to the emergence of the doctrine of procedural fairness in the making of administrative decisions and concluded by saying [at page 622]: "... elementary justice requires some procedural protection".
In paragraphs 14 and 15 of the statement of claim it is alleged:
14. The Department of Supply and Services is a statutory body established under the laws of Canada and, as such, is bound to observe the rules of natural justice.
15. In making the decision to award the contract without considering the proposal of the Plaintiff, the Department of Supply and Services and its agents have breached the rules of natural justice and have thereby caused the Plaintiff loss, damage and expense. Particulars of the breach of the rules of natural justice include:
a. Acting in excess of its jurisdiction or without jurisdictions;
b. Excluding relevant matters from consideration;
c. Exercising its discretion in a capricious manner;
d. Failing to comply with its own established and authorized procedure;
e. Proceeding on the wrong principles.
Because the Minister, responsible for the func tion of the Department he heads in the circum stances of the subject of this action, acted in an
administrative capacity 1 granted leave to the plaintiff to amend these paragraphs by substitut ing the words "procedural fairness" for the words "natural justice" in the three occasions those words appeared. This was done with the consent of counsel for the defendants.
I entertain substantial reservations as to whether what are stated to be "particulars" are in fact truly particulars rather than conclusions of law unsupported and not flowing from pleaded facts with the possible exception of paragraph l5d to the effect that the defendant failed "to comply with its own established and authorized proce dure".
But no one was misled. The matter was heard and evidence adduced directed to the issue that the defendant had acted unfairly to the detriment of the plaintiff.
This matter was one of considerable urgency and represented as such. It involved the support by helicopter of an aerial survey by the Geodetic Division of the Department of Energy, Mines and Resources to begin May 1, 1982, a date now well passed.
My brother Walsh, in granting an interim man datory injunction against Her Majesty on April 8, 1982 to remain in effect until judgment on the plaintiff's action for the declaratory relief it seeks stated that the defendant's defence to the state ment of claim had not been filed and as the time within which to do so had not expired the Court could not order that the action be set down for immediate trial, but he added that it was in the interests of both parties that the matter be set down for trial at the earliest possible date, prefer ably before May 1, 1982, no doubt assuming that all conditions precedent to trial had been completed.
There was no delay in appealing the grant of the injunction by Walsh J. That was done within three clear days.
A statement of defence dated April 28, 1982 was filed on April 29, 1982.
A joint application to fix the date and place for trial dated April 30, 1982 was filed in the Vancou- ver Registry on May 3, 1982 and received by the Associate Chief Justice on May 5, 1982.
Each party proposed to call one witness and produce five documents. The estimated duration of the trial was one day. A more realistic estimate would have been three days.
There was a judge available in Vancouver on May 5 and May 6, 1982. The defendant was unable to have her sole witness in Vancouver until Thursday, May 6, 1982 and I accordingly fixed the trial for Vancouver on that date. The trial was not completed during the extended hours on May 6, 1982 and since the parties were to be present in Ottawa, Ontario on May 11, 1982 to argue the appeal from the order of Walsh J., the matter was adjourned to May 12, 1982 in Ottawa.
The prayer for relief sought by the plaintiff was a declaration that a contract awarded without consideration of the plaintiff's response to a request for proposals is void and of no effect, a declaration that the plaintiff is entitled to have its proposal considered before a contract is awarded (which would be tantamount to a new call for tenders), an interlocutory injunction (granted by Walsh J. and of course not a matter for the Trial Judge in any event) and special damages and general damages.
Special damages are those which are definitely ascertained and special damages unless pleaded are not recoverable. There were no facts pleaded with respect to special damages and counsel for the plaintiff announced that he abandoned his claim for special damages.
There remained however a claim for general damages.
I was inclined to the belief that there were sufficient allegations in paragraph 15 of the state ment of claim to support a claim for general damages, i.e., that having failed to comply with its own established and authorized procedure and awarding the contract without considering the plaintiff's proposal the defendant breached the duty of procedural fairness whereby the plaintiff was caused loss, damage and expense.
Upon more mature consideration I may have been precipitous in substituting the Minister of Supply and Services as defendant in place of Her Majesty. It would have been more proper to add the Minister as a defendant limited to the declara-
tory relief sought and to retain Her Majesty as defendant to the claim for general damages only. The entire hearing was conducted on that basis as were representations made on behalf of the parties. I therefore revise the order I made to that extent, secure in the knowledge that no prejudice whatso ever is occasioned to either party.
It became abundantly clear during the presenta tion of evidence by the parties that evidence as to general damages could not possibly be heard during the time available in Vancouver.
There had been no application ten days before trial by the plaintiff to proceed to trial without adducing evidence as to damages under Rule 480 and that such issue of fact might be the subject of a reference after trial if it then appears that such issue requires to be decided.
However by virtue of subsection (2) of Rule 480 an order of this kind may be made during trial by the Court on its own motion and I so ordered that, if as a result of the decision made the issue of general damages still required to be decided, there should be a reference to decide the quantum.
There is no pleading of negligence by a servant of the Crown acting in the course of his employ ment to support an award of damages for negli gence by the Crown. As previously mentioned the only allegation which would give rise to general damages would have been the breach of the duty on the defendant to act fairly with respect to the plaintiff's tender or proposal.
If the plaintiff had the legal right to have its proposal considered by the responsible Department and it was denied that right it is a fundamental principle that the violation of a right gives rise to a cause of action in damages for that denial of a right (see Zamulinski v. The Queen, [1956-60] Ex.C.R. 175 and Greenway, Executor of the Estate of Mancuso v. The Queen, [ 1980] 1 F.C. 269 (T.D.)).
In the event that there should be an order for a reference as to damages, which would follow from a decision that plaintiff has been denied a right to
which it was legally entitled, then that reference shall be on the basis of the pleadings as they now read without further amendment prior to the reference.
The reason therefor is that the matter went to trial on the basis of the issues settled by the pleadings (excepting for the amendments of a housekeeping nature made with the consent of and without prejudice to the parties) as they presently read. To do otherwise would be grossly unfair to the defendant who, at trial, met the issues settled by the pleadings and should not be called upon to meet another and different case at the reference.
While it might be proper in certain circum stances to permit an amendment to the pleadings after the trial as to the question of liability of a defendant and before the hearing of the reference by the referee appointed to hear and decide the quantum of damages (Rule 500(5) provides that the referee shall be furnished with a certified copy of the pleadings) this is not such a case, the claim for damages being predicated upon the allegations of fact in the pleadings.
This action arose from the duty, power and function of the Minister, as outlined in section 5 of the Department of Supply and Services Act, R.S.C. 1970, c. S-18, to acquire and provide to the Department of Energy, Mines and Resources, another department of the Government of Canada, air charter services required by that Department.
By virtue of section 11 of the statute, subject to applicable regulations made by the Governor in Council or Treasury Board, the Minister may enter into contracts for those matters which fall within his competence.
The Government Contract Regulations, C.R.C., c. 701, made by the Governor in Council pursuant to the authority in the Financial Administration Act, R.S.C. 1970, c. F-10, requires in section 8 that before any contract is entered into, the con tracting authority, in this instance the Minister of Supply and Services, should invite tenders except in the circumstances provided for, none of which are here applicable.
Section 9 provides with respect to a service contract, which this contract is as defined in the interpretation section of the Regulations, the con tracting authority shall invite tenders from sup pliers in a list that is, in the opinion of the con tracting authority, representative of the suppliers of the required services.
This was done.
Invitations to tender dated February 24, 1982 were sent to thirty-eight representative suppliers of helicopter services of which the plaintiff was one.
The document was entitled, "Request for Proposal" but in the language of the instrument there is an explanatory notation that whenever the word "tender" appears the word "proposal" should be substituted therefor.
The instrument is in fact an invitation to tender and when completed by a tenderer it is a bid but there is a departure from the usual construction tender in that it is not an invitation to treat. The tender, bid or proposal, is an "offer" which when accepted by the requester of the proposal consti tutes the contract.
This is made abundantly clear from paragraph 11 ranged under title "Conditions of Tender" in the request for proposal which reads:
1f required the tenderer will enter into a formal contract with Her Majesty containing such terms and conditions (not incon sistent with the terms and conditions of this tender) as may be required by Her Majesty. Unless and until such a formal contract is entered into, this tender and any acceptance of tender by Her Majesty shall together be the complete and only contract.
Mr. Dunn, the President of the plaintiff, testi fied that he had received the request for proposal dated February 24, 1982 from the Department shortly after the date of the request.
In cross-examination Mr. Dunn acknowledged that he also received a "Notice to Suppliers" enclosed with the request for proposal.
The notice to suppliers was received in evidence as Exhibit D-1, which notice reads:
NOTICE TO SUPPLIERS
The policy and practice of the Department of Supply and Services is to return a bid to the sender if it was received by DSS
after the designated closing time and date, unless the envelope containing the bid bears a Post Office Cancellation Time Stamp confirming that the bid was posted at least 48 hours prior to the closing time and date (outside Canada 96 hours).
1. If you use a postage meter machine, you should consider sending your bid by Registered Mail, Certified Mail or Special Delivery for proof that it was mailed at least 48 hours prior to the closing time and date (outside Canada 96 hours).
NOTE:
Postage meter imprints are not normally cancelled by the Canada Post Corporation and therefore, are not acceptable as proof of timely mailing.
2. If the bid was mailed less than 48 hours prior to the date and time set for closing (outside Canada 96 hours), you should consider submitting your bid by telegraphic means, unless otherwise instructed in the request for bid.
Only mistaken handling in DSS will excuse the delay of a telegraphic bid. Mistaken handling by others, misrouting, volume traffic, weather disturbances or any other causes for delay of delivery of telegraphic responses attributable to the telegraphic company will not excuse the lateness of a telegraph ic bid.
The bidder has the sole responsibility for ensuring that its bid is received on time. The bidder cannot transfer such responsibility to the government. For example, when transmitting a bid which requires obtaining customs clearance before DSS takes posses sion of the bid, it is the responsibility of the bidder to allow sufficient time to obtain such clearance before the scheduled bid closing date and time. Such instances cannot be construed as "undue delay in the mail".
For further information please write to or phone:
The Executive Secretary
Supply Administration
Department of Supply & Services
Ottawa, Canada
KIA 0S5
Telephone: (819) 997-2686 or
The Project Officer identified on the bid form.
The proposal was required to be completed on the form supplied and returned in a special envelope provided to the Secretary, Supply Administration of the Department at a specified address in Hull, Quebec.
The closing date and time was, as dictated in the form, March 18, 1982 at 10 a.m. Eastern standard time [E.S.T.].
Coincidentally the date and time for opening tenders is also March 18, 1982 at 10 o'clock in the forenoon.
Mr. Dunn was well aware from his previous experience in dealing with the Department and from paragraph 1 of the conditions of tender (Exhibit P-2) and the notice to suppliers (Exhibit D-1) that an "offer" (that is the word used in Exhibit P-2) mailed at least forty-eight hours prior to the closing time and date if mailed in Canada (96 hours outside Canada) will be considered as timely mailing subject to proof acceptable to the Department of the mailing date and time. It was specifically noted that "Postage meter imprints ... are not acceptable as proof of ... mailing".
The reason for that is implicit from the notice to suppliers.
Private individuals own and utilize postage meter machines. A postage meter sticker or stamp may be attached to an envelope at the mailer's premises within time but the envelope may not be deposited in a post office until well after the expiry date or time. Since postage meter imprints are not normally cancelled by Canada Post the imprints are not acceptable by the Department as proof of timely mailing. Different considerations must therefore apply if, at the request of the sender, a postal clerk cancelled the meter print with a leg ible cancellation stamp showing the time and date of the receipt and cancellation which would coin cide. The same would apply to postage stamps purchased and affixed.
The same thing applies to postage meter imprints affixed by Canada Post. They are not cancelled either. However if the meter imprint is affixed by Canada Post that should overcome the difficulty in the use of private meters but the difficulty remaining is in how to establish whether the postage meter machine is owned by a private person or Canada Post.
That is possible to do.
Each postage meter machine bears a registra tion number and the postage meter stamp ejected by that machine bears that registration number.
Canada Post has a record of the registration num bers of postage meter machines and if the registra tion number is legible on the imprint then owner ship of the machine can be readily ascertained.
But Canada Post zealously guards the secrecy of the ownership of those machines.
Mr. G. M. Lafrenière, the Executive Secretary, Supply Administration, conscious of his duty as a public servant to serve the public convenience, worked out a procedure between his Branch and the Canada Post whereby an employee of his Branch would telephone an employee of Canada Post giving the registration number on a postage meter imprint and receive advice from the records of Canada Post whether or not a postage meter machine bearing that registration number was owned by Canada Post.
Mr. Lafrenière impressed upon Canada Post the vital necessity of the transmission of accurate information. It is needless to add that drastic consequences could flow from inaccurate informa tion.
He also indicated the co-operation he was able to achieve from Canada Post in giving high priori ty to the expedition of mail in the special yellow envelopes supplied with the requests for proposals in which to return bids or for use as an address label.
Mr. Dunn was aware, or had reason to assume, that postage meter imprints affixed by Canada Post were acceptable as proof of the date of mail ing and this despite the written admonishments not to rely on this method of proof in such instruments as the conditions of tender, and notice to suppliers.
This was a facility that Mr. Lafrenière had undertaken to provide and did provide as a conve nience to bidders.
So on March 15, 1982 Mr. Dunn instructed his secretary to mail the plaintiff's response to the request for proposal on that day. He specifically instructed her not to use the plaintiff's postage meter machine but to take the envelope enclosing the bid with the special envelope supplied by the Department affixed as an address label and depos it that envelope in the office of Canada Post at
Richmond, British Columbia. The secretary did precisely that. She was not directed to request that the postage meter imprint be cancelled nor to buy and affix postage stamps which would be cancelled as a matter of course.
Mr. Dunn testified that it was advantageous to a bidder to delay until the last possible moment, within a margin of safety, in depositing his bid.
That is why he gave the instructions to mail the bid on March 15, 1982 at the Post Office in Richmond, B.C. He did that secure in the knowl edge a bid mailed in Canada forty-eight hours prior to 10 a.m. E.S.T. on March 18, 1982 would be within time and considered as such. A bid posted in Richmond, B.C. at 7 a.m. Pacific time on March 16, 1982 would have been posted forty- eight hours prior to 10 a.m. E.S.T. on March 18, 1982.
It is clear from the postage meter imprint that the envelope was mailed in Vancouver, B.C. on "15 III '82" which must mean March 15, 1982 and the imprint came from "METER XX COMPTEUR XX 576299". The two symbols after each of the English word METER and the French word COMPTEUR are completely undecipherable even to an hieroglyphist but the figures 576299 are crystal clear.
On the reverse side of the envelope, still uno pened, is what may be a postal stamp indicative of the receipt in Ottawa, Canada are the letters MR followed by very faint traces of what might be figures which could possibly be 18 followed by readable figures 82. Perhaps that stamp means the envelope was received by Canada Post at one of its terminals on March 18, 1982 but the figures which I think might be 18 cannot be so identified with any degree of certainty.
In any event there is a further stamp which is legible indicating that the parcel was received in the Mail Room DSS, which in response to a question I was informed meant the Department of
Supply and Services, on "Mar 19 1982" and an arrow on a twenty-four hour clock points to the envelope having been there received at 9 a.m. on that day.
That was after the closing time.
Therefore the procedure instigated by Mr. Lafrenière was put in motion.
On March 19, 1982 an employee of the Depart ment of Supply and Services charged with that responsibility telephoned an employee of Canada Post charged with a reciprocal responsibility to ascertain from the records of Canada Post whether postal meter machine registered number 576299 was a Canada Post machine. (I assume the employee would check the registered number of machines utilized by Canada Post and if number 576299 was not recorded as such then it must be a private postage meter machine.)
Canada Post advised that meter machine number 576299 was not operated by Canada Post.
Accordingly the employee of the Department of Supply and Services so recorded in a log book kept for recording such information.
Exhibit D-3 is a sheet from that log book the first entry of which is dated "19-3-82". The meter number recorded is "576299", the "City" of mail ing is given "VOR" which likely means Vancouver, the "Co. Name" is entered as "QUASAR", the column headed "POST OFFICE METER" is blank but the concluding entry and column "COMPANY M" (the letters "ETER" most likely were not repro duced in the photostatic copy) with an appropriate tick mark indicating number 576299 is a private postal meter machine.
On receipt of this information R. G. Miller despatched a notice, Exhibit P-4, the titles to which were reversed in filming and before a mirror would read: "NOTICE TO SUPPLIERS" and "AVIS AUX FOURNISSEURS", dated March 19, 1982 addressed to the plaintiff the body of which reads:
YOUR BID IN RESPONSE TO THE ABOVE NOTED SOLICITATION WAS RECEIVED LATE. THEREFORE, YOUR BID IS RETURNED TO YOU.
IT IS THE POLICY OF THE DEPARTMENT NOT TO ACCEPT BIDS RECEIVED AFTER THE HOUR AND DATE SET FOR CLOSING. THIS POLICY IS RIGIDLY APPLIED AND IN FAIRNESS TO ALL CONCERNED, IS NOT ALTERED FOR ANY REASON.
IT IS THE BIDDER'S RESPONSIBILITY TO ENSURE THAT HIS QUOTATION IS RECEIVED, BY THE OFFICE OF THE EXECUTIVE SECRETARY, BID RECEIVING SECTION, ON TIME. PLEASE SEE "NOTICE TO SUPPLIERS" ON REVERSE SIDE FOR MORE INFORMATION.
I think Exhibit P-3 is the reverse side of and referred to in Exhibit P-4 as is also indicated by the reverse of the titles showing through.
That being so this "Notice to Suppliers" (Exhib- it P-3) is supplementary and possibly in further explanation of the classification of the plaintiff's bid as late as appears from the opposite side (Exhibit P-4).
In any event Exhibit P-3 would have been received by the plaintiff after the event and this document cannot be considered as prior notice of mailing requirements.
The plaintiff's envelope enclosing its bid was returned to the plaintiff unopened.
In a manual entitled "Supply Policy Manual" designed to serve as instructions or directions to employees of the Department the policy to be followed with respect to late bids is outlined in section 6 ranged under the subject "Policy" and reads:
6. Late bids are not to be accepted. They are to be returned unopened as soon as possible following their receipt, unless it is necessary to open the envelope to determine the content and/or name and address of the sender.
This policy is substantially repeated in the notice to the plaintiff rejecting its bid as late.
The responsibility for the delivery of bids is that of the bidder and this is outlined in section 14 of the Supply Policy Manual which reads:
14. The bidder has the sole responsibility for ensuring that its bid is received on time. The bidder cannot transfer such responsibility to the government. For example, when transmit ting a bid which requires obtaining customs clearance before
DSS takes possession of the bid, it is the responsibility of the bidder to allow sufficient time to obtain such clearance before the scheduled bid closing date and time. Such instances cannot be construed as "undue delay in the mail" so as to allow a late bid thus received to fall within the terms of these guidelines.
The substance of this responsibility is repeated in the third paragraph of the rejection slip sent to the plaintiff after the event.
There is yet another category of bid other than a late bid which is called a "delayed" bid.
Late bids are categorically rejected.
Delayed bids received prior to the award of a contract will be deemed to have been received in time even if received after the closing time.
The policy with respect to delayed bids is outlined in section 7 of the Manual and reads:
7. A delayed bid received prior to contract award will be considered to have been received on time provided one of the following two conditions is met:
a) the delay can be substantiated as having been due solely to an abnormal delay in the mail;
or
b) it can be substantiated that the bid was received by DSS in sufficient time to be delivered to the specific location desig nated for the receipt of bids and, in the course of normal internal delivery procedure, would have been received at such location before the closing date and time except for delay due to mistaken handling in DSS.
Sections 8 and 9 of the Manual provide guide lines to acceptable delays. They read:
8. The date and time of mailing and the normal delivery time are important in determining if the delay was caused solely by an abnormal delay in the mail. As a general rule, 48 hours is considered sufficient time for mail to be deposited in the postal system in Canada and delivered on time. For the purpose of this policy it must be evident that a bid was mailed 48 hours before the closing date and time to be considered as having been mailed in sufficient time. Therefore, mail showing less than 48 hours available delivery time remaining cannot be considered to have been mailed in sufficient time and cannot be accepted except where it was received in DSS on time but was delayed due to mistaken handling in DSS.
9. For bids mailed outside of Canada, the above principles apply except that it must be evident that such bids were mailed
a minimum of 96 hours before the closing date and time for them to be considered to have been mailed in sufficient time.
As to what is considered as acceptable evidence is contained in section 10 which reads:
10. The following is the only acceptable evidence to substanti ate that a bid was mailed "on time" per Guidelines 8 and 9 but receipt was abnormally delayed in the mail:
A Post Office stamp (postmark) or a Receipt for Registered Mail, Certified Mail, or Special Delivery applicable to that specific item of mail which show the date and time of registration. Postmarks or Receipts which show only the date and not both date and time shall be assessed as having been mailed on the date shown at the same time of day and time zone as that designated for the closing of bids for that solicitation. Postmarks or receipts showing only a time but no date will not constitute acceptable evidence.
Metered mail is the subject of specific mention in section 12 which reads:
12. Where the only date on the envelope in which a bid was mailed is that imprinted by a postage meter held by the supplier, this shall not constitute acceptable evidence of timely mailing per Guidelines 8 and 9.
This Manual is merely a directive to the employees of the Department with respect to the manner in which tenders are to be invited (subject to the Government Contract Regulations) and handled.
However this procedural policy is communicated to the prospective bidders in many respects.
In Exhibit D-1 a notice to suppliers which was enclosed with the request for proposal addressed to the plaintiff and has previously been reproduced herein the practice and policy of the Department in returning late bids is outlined "... unless the envelope containing the bid bears a Post Office Cancellation Time Stamp confirming that the bid was posted (in Canada) at least 48 hours prior to closing time and date ...".
It was emphasized that postage meter imprints are not acceptable as proof of timely mailing. That is a categorical statement and there is no mention whatsoever of Mr. Lafrenière's arrangement and the circumstances under which meter imprints are acceptable.
There is further emphasis that the sole responsi bility for ensuring that a bid is received on time is
that of the bidder. The language is a partial repeti tion of that in section 14 of the Supply Policy Manual.
Paragraph 1 of the conditions to tender is to the like effect.
There are admonitions as to bids entrusted to the mails.
Postage meter imprints are not acceptable as proof of mailing because those imprints are not normally cancelled by the Post Office.
If the bidder uses a postage meter machine it is suggested that the bid be sent by registered mail, certified mail or special delivery for proof of timely mailing.
There are matters of significance of which no specific mention is made. If a delayed bid is received after the contract is awarded it is not to be considered even if posted in Canada within the time frame of forty-eight hours prior posting. (See section 7 of the Supply Policy Manual by which a delayed bid must be received prior to the award of a contract.)
I have not been furnished with evidence that such condition is specifically brought to the atten tion of prospective bidders in writing or how bid ders are otherwise informed of this practical condi tion dictated by sound common sense.
Mr. Lafrenière testified that throughout his experience of seven years, during which the number of contracts awarded in a year has been 50,000 or more, there has never been a delayed bid received after the award of the contract.
Even in this instance the plaintiff's bid was in fact received shortly after the closing time but before the award of the contract.
It was construed as a late bid upon the basis of the information received from Canada Post which made the evidence of posting unacceptable and the bid was not accorded delayed status.
The other hiatus is that despite the repetition that postage meter imprints are not acceptable as proof of mailing in time they are acceptable if the
imprint is applied by a machine in a postal office, added to which is that the registration number of the machine reproduced on the imprint is legible. I would assume that the same requirement of legi bility is applicable to a post office time cancella tion stamp.
The notice dated March 19, 1982, Exhibit P-4, rejecting the plaintiff's bid was received by Mr. Dunn, the President of the plaintiff, on March 24, 1982 more than seventy-two hours after mailing.
Mr. Dunn took immediate action. He tele phoned the office of the Executive Secretary on March 24, 1982 protesting that the plaintiff's bid had been posted on March 15, 1982 more than forty-eight hours prior to the closing date. Because of the three-hour time difference the Government offices in Ottawa were on the verge of the closing hour. The employee who received the telephone call took complete notes to bring to the attention of Mr. Lafrenière the next morning.
On March 25, 1982 Mr. Lafrenière acted with alacrity. He conducted a hasty but thorough investigation.
The employee, who had first telephoned her counterpart in Canada Post and had been informed that meter number 576299 did not belong to Canada Post, repeated her request for information from Canada Post no doubt with more emphasis on the necessity of accurate information. This time it was verified to her that meter number 576299 belongs to Canada Post Corporation in an office in B.C. (the office was in Richmond, B.C.).
The change in status and management of the Post Office does not appear to have resulted in any marked improvement in the quality and compe tence of the personnel.
One of the responsibilities of the Branch of which Mr. Lafrenière is the head is to receive the tenders or proposals made in response to the invi tation or request therefor, keep them in safe cus tody until the closing time and then ensure their safe and immediate delivery to the contracts administration branch, a branch separate and dis-
tinct from that headed by Mr. Lafrenière. The responsibility of the officers of the contracts administration is to consider the proposals received and select and award the contract to the successful proposer considered to be the most worthy. The closing time and date for the receipt of tenders is also the opening time and date for tenders received.
If Mr. Lafrenière is aware of a delayed bid, as well he might if he is informed of a bid being in the mails and is so advised by telegraphic or like means, then the contracts administration branch is alerted as it also is to delayed bids actually received after the closing date and which are included among the bids sent to that branch.
Because the plaintiff's bid had been considered to be late it was not included amongst those for warded to the contracts administration branch.
On March 23, 1982 that branch by telex advised Viking Helicopters Ltd., Ottawa, Ontario that its proposal had been accepted and requested an acknowledgment which was immediate in forth coming.
I make specific mention of this circumstance in addition to a recital of the facts for the reason that in paragraph 9 of the statement of claim the plaintiff alleges:
... that no contract has been made or completed or signed for the charter of a helicopter pursuant to the Request for Proposal (dated February 24, 1982 (Exhibit P-2))
as at March 31, 1982 the date of the statement of claim.
By paragraph 6 of the statement of defence paragraph 9 of the statement of claim is denied and alleges that:
... the said contract was awarded to Viking Helicopters Ltd. on March 23, 1982.
In my view a valid contract came into being on March 23, 1982 between Her Majesty the Queen and Viking Helicopters Ltd.
The simple basic concept is that a contract is entered into by one party making an offer and another accepting it.
The request for proposal dated February 24, 1982 is an offer when completed by the tenderer.
The language in the block on the first page reads:
TENDER To: Department of Supply and Services
We hereby offer to ... supply to Her Majesty the Queen in the Right of Canada, upon the terms and conditions set out herein and on any reverse sides hereof, the ... services listed herein and any attached sheets at the price(s) set out therefor.
That is clearly an offer and not merely an offer to treat.
Paragraph 11 of the conditions of tender on page 2 of the request for proposal (Exhibit P-2) reads:
11. If required the tenderer will enter into a formal contract with Her Majesty containing such terms and conditions (not inconsistent with the terms and conditions of this tender) as may be required by Her Majesty. Unless and until such a formal contract is entered into, this tender and any acceptance of tender by Her Majesty shall together be the complete and only contract.
The tender is the offer and the acceptance of the offer is the telex from the Department of Supply and Services. Accordingly there was an offer by Viking Helicopters Ltd. and an acceptance of that offer by Her Majesty on March 23, 1982 from which it follows that a contract between these parties came into being on March 23, 1982.
On learning, in response to his direction, that Canada Post had been in error in advising the Department of Supply and Services on March 19, 1982 that postal meter number 576299 was not owned by Canada Post whereas it was in fact so owned and a more accurate search by Canada Post on March 25, 1982 so confirmed Mr. Lafrenière convened a meeting of responsible officers in his own Branch and those of the contracts administra tion to consider what options were open to them.
Predicated upon the information available to the employees of his Branch on March 19, 1982 the plaintiff's bid was a late bid. The proof of the time of mailing was a postage meter imprint. The policy of the Department made clear to tenderers was that this was not acceptable proof of mailing. Superimposed upon this was the service made
available to tenderers by reason of Mr. Lafrenière's arrangement with Canada Post that postage meter imprints would be acceptable proof of mailing in time if Canada Post confirmed that the postage meter was owned by it. While this service was never the express subject for inclusion in the Policy Manual nor was mention ever made of the interdepartmental, and later interdepart- ment and Crown agency, arrangement in the requests for proposals or supporting material such as notices to suppliers nevertheless the fact that Canada Post meter imprints were acceptable proof became known to prospective bidders no doubt based upon experience.
Mr. Dunn, without being expressly informed by any written instructions emanating from the Department "assumed" this to be the case from his past experience.
But the stark fact remains that on March 19, 1982 the Department was informed that postal meter number 576299 was not a Canada Post meter and so unacceptable as proof of timely mailing. From this it followed that the plaintiffs bid was a late bid and treated as such.
On March 25, 1982 it was ascertained that the plaintiffs bid was not in fact a late bid having been posted on March 15, 1982 in Canada more than 48 hours prior to the closing time and had been received on March 19, 1982 in the mailing room of the Department and, but for the inaccu rate information, qualified as a delayed bid and entitled to consideration as such on that date had the true facts been known at that time.
The options were:
(1) to cancel the contract awarded to Viking Helicopters Ltd. with possible resultant dam ages in an action for breach of contract, and
(a) give consideration to the plaintiffs pro posal together with the other proposals,
(b) to start the whole matter afresh with new requests for proposals and consider the pro posals received, or
(2) refuse to consider the plaintiff's tender and let the matters stand as they were.
After mature consideration the meeting resolved to adopt the second course and there were several reasons which influenced the decision to do so.
First and paramount was that a contract had been entered into between Her Majesty and Viking Helicopters Ltd. on March 23, 1982, which, for the reasons I have expressed, was a valid and subsisting contract.
To reopen consideration of the bidding to include the plaintiff's bid which had not been opened would work a manifest injustice to those whose bids had been opened and particularly that of the successful bidder the amount of whose bid had become known and it had also been disclosed that the plaintiff's bid was lower. Thus the dice would be loaded in favour of the plaintiff and the secret bidding process would come to naught.
That same reasoning would apply to beginning the whole process over again with greater force added to which further time would be consumed and it was urgent to get the survey under way.
The course was therefore adopted to reject the plaintiff's bid for the twofold reasons:
(1) as at March 19, 1982 when the plaintiff's bid was received, there was no acceptable proof that the plaintiff's bid had been mailed in time, and
(2) when it was established that the bid had in fact been mailed in time, a contract had been concluded.
When that decision had been reached by Mr. Lafrenière and his colleagues he telephoned Mr. Dunn and advised him the plaintiff's bid could not be considered. He confirmed that conversation by telex dated March 26, 1982 (Exhibit P-6) which reads:
Following our telephone conversation of March 25/82, 1 am confirming that your bid on the Department of Supply and Services request for proposal 03G W.23244-2-4006 was received here after closing date and time. A thorough review of the
situation revealed that the bid was returned to you as late based on the information received at the time.
A verification initiated after your representations yesterday revealed that the postage meter imprint was that of a Canada Post Corporation and not that of your company as previously ascertained by Canada Post Corporation. However, the con tract had already been awarded by telex on March 23/82 to Viking Helicopters Ltd. at a rate of Dlrs 250.00 per hour. Regret to inform you that your bid cannot be considered.
Following on the refusal to consider the plain tiff's bid Mr. Dunn placed a telephone call to the Minister of Supply and Services on March 25, 1982 and reached the Minister's Executive Secretary.
The Secretary took notes of Mr. Dunn's com plaint and undertook to bring the matter to the Minister's attention so that it might be looked into and assured Mr. Dunn that he would be further advised.
Mr. Dunn confirmed the substance of that con versation by telex also dated March 25, 1982 which appears to be directed to the Department generally and not to the Minister particularly. He testified that he sent the telex as a matter of record.
No response was received by Mr. Dunn from the Minister or the Minister's Executive Secretary. He also made representations to the Member from his constituency.
No results satisfactory to Mr. Dunn were forth coming, hence this action.
The plaintiff seeks two forms of declaratory relief the first of which reads:
a. A Declaration that the decision of the Department of Supply and Services, and its agents, to close its Request for Proposals No. 03GW.23244-2-4006 and to award a contract for the supply of helicopter service as set out in the Request for Proposal, without considering the proposal submitted by the Plaintiff, is void and of no effect.
Implicit in this, in order to declare the contract entered into by Her Majesty with Viking Helicopt ers Ltd. void; must be the contention that there must have been such a breach of the general duty of fairness as to preclude Her Majesty from accepting the offer of Viking Helicopters Ltd. or as counsel for the plaintiff put it, Her Majesty was acting beyond her jurisdiction in doing so.
Sections 8 and 9 of the Government Contracts Regulations require that before a contract is entered into there shall be a call for tenders if not within an exception outlined in section 8 which this contract is not.
Section 9 provides that when an invitation is obligatory for a service contract it shall be done either by newspaper advertising or from a repre sentative list of suppliers.
Other than that there is no further statutory provision explicit with respect to the tendering procedure to be adopted. That is left to the con tracting authority to prescribe subject only to an implicit general duty of fairness.
That is what the Department has done.
Foremost in inviting tenders a closing time on a closing date at a specified place is fixed. That practice is so logical, well known and universally accepted that no specific provision need be includ ed in a procedural scheme.
All that need be done is to specify the closing time and date and the place where the tenders are to be received prior thereto.
This has been done in the request for proposal.
The Department outlined the procedure to be followed by its employees in the conduct of the tendering process in the Supply Policy Manual of which, while directed to internal management, the salient features have been made known to bidders by repetition and inclusion in conditions to tender in the request for proposal (Exhibit P-2), in the notice to suppliers (Exhibit D-1) enclosed with the request for proposal and in the explanatory notice sent to suppliers on the rejection of a late bid (Exhibits P-3 and P-4).
The paramount condition is the bidder has the sole responsibility for ensuring that its bid is received on time and that onus cannot be shifted. That is categorically stated.
The sequel to this condition is that late bids cannot be accepted but are to be returned to the sender.
If the procedure had ended there it would be eminently fair and an instance such as the present action would not arise.
But the Department made concessions to bid ders. Provision was made for sending tenders by mail in Canada at least forty-eight hours before the closing date, provided always that there was acceptable proof of timely mailing as provided for in the sections of the Supply Policy Manual quoted above.
What was acceptable evidence of timely mailing is also set forth in section 10 of the Supply Policy Manual.
Section 12 of that Manual states that an imprint from a postage meter held by a supplier is not acceptable evidence of timely mailing for the obvi ous reasons previously mentioned.
The information conveyed to bidders in the con ditions to tender and the notice to suppliers does not limit the postage meter imprints to those from machines owned by the supplier but is to metered mail generally including imprints from meters owned by Canada Post although that is not specifi cally spelled out in the information directed to suppliers. All that is said is that "Postage meter imprints ... are not acceptable as proof of timely mailing".
Thus if the information so conveyed to bidders were left inviolate then all postage meter imprints would be unacceptable as proof of timely mailing even though the Supply Policy Manual makes reference only to privately-owned postage meters and this would be sensible bearing in mind the difficulty in distinguishing between privately- owned meters and those owned by the Canada Post and also bearing in mind that section 10 of the Supply Policy Manual details what would con stitute acceptable evidence of the date and time of mailing and excludes postal meter imprints and in so saying I construe a "postmark" or "Post Office stamp" as being different from an imprint of a postal meter owned by Canada Post.
This being so the plaintiff's bid would not comply with the procedures adopted by the Department in these respects, which in my view are reasonable as well as fair, and so would be properly rejected as not being mailed in time.
However superimposed upon those internal writ ten procedures which have been communicated to bidders in the conditions of tender and notices to suppliers Mr. Lafrenière instigated a service and procedure whereby the postal imprint from a meter owned by Canada Post could be identified and adopted the practice of accepting meter imprints so identified as proof of timely mailing.
This procedure, designed as a convenience to potential bidders, is a departure from what is a strict exclusion of postal meter imprints and not acceptable proof of the date and time of mailing regardless of the ownership of the machine.
This practice is not embodied in any procedural manual for departmental guidance nor has it been included in any conditions, instructions or notices in written form to bidders but from its very imple mentation it becomes known to frequent bidders as the plaintiff was.
Therefore such bidders are led to rely and do rely, as the plaintiff did, on the procedure that by depositing its bid in a post office in Canada forty- eight hours before closing of bids its bid will be in time without further steps being taken by the sender. That is so, subject to three limitations of which the sender may not be aware:
(1) the postal imprint is that of a meter owned by Canada Post;
(2) the registration number is legible to permit of identification as such and that the date and hour imprinted is likewise legible, and
(3) the bid is actually received (assuming other precautions suggested in Notices to Suppliers are not taken) at the location for opening ten ders prior to the award of a contract.
The fault of the Department, if it is a fault, has been not giving formal notice of this practice and its limitations to prospective bidders.
As against the background of facts recited while the plaintiff's bid had been posted within the forty-eight hours, to which was affixed a Canada Post imprint so showing and was received on the day after the closing day but before a contract was awarded the arrangements made with Canada Post, the sole possessor of the information to iden tify the postal meter imprint as that of Canada Post, proved fallible in this particular instance at the crucial time.
The Department placed reliance upon the wrong information given to it by Canada Post and categorized the plaintiff's bid as a late bid.
In my opinion the Department was justified in doing so.
The plaintiff seeks declaratory relief in two manners, the first of which has been previously quoted from the statement of claim which was to declare a contract entered into as void and of no effect.
At the time the Department rejected the plain tiff's bid as late, it followed its written procedures to the letter and in checking the origin of the postal meter imprint it followed its procedure for checking with exactitude. That procedure was the most reasonable and most accurate one that could be devised.
The procedure was fair and was followed. Accordingly there was no breach of the duty of fairness by the Minister and his servants, assuming there was such duty which counsel for the defend ant contended did not exist and which I do not decide. That the procedure proved fallible does not detract from its fairness. The fallibility was that of a third party in furnishing incorrect information upon which the Department was justified in plac ing reliance.
Thus the declaration sought by the plaintiff in paragraph a of its prayer for relief is not warranted.
The second manner of declaratory relief sought is that in paragraph c of the prayer. It reads:
c. A Declaration that the Plaintiff is entitled to have the proposal submitted by the Plaintiff to the Secretary Supply and Administration, Department of Supply and Services under the request for Proposal No. 03GW.23244-2-4006, considered by the Department of Supply and Services before a decision is made to award the contract for the supply of helicopter service set out in the Request for Proposal.
In the first instance the declaration so sought is incompatible with paragraph 9 of the statement of claim that no contract has been made or com pleted or signed for the charter of a helicopter as at March 31, 1982, the date of the statement of claim.
That allegation is contrary to the proven fact. A contract was awarded to Viking Helicopters Ltd. upon the acceptance of its offer on March 23, 1982 by telex (Exhibit D-4) sent on that date and which contract, for the reasons previously expressed is valid and subsisting.
The Department's self-imposed procedure is to the effect that a delayed bid received after a contract has been awarded cannot be considered (see Supply Policy Manual, section 7).
While there is no evidence that this circum stance has been the subject of express communica tion to bidders the policy is so consistent with the universally-accepted business practice as to be self-evident.
That the response by the plaintiff to the request for proposal could be considered as a delayed bid was not determined by the recipient until March 25, 1982 at which time a contract had been awarded.
The category of a delayed bid cannot be made retroactive from March 25, 1982 until March 19, 1982, when the bid was in actuality received by the addressee, because on that date it was determined to have been a late bid and that determination was one which the Department was entitled to make for the reasons above expressed.
Accordingly it follows that the plaintiff is not entitled to the declaration it seeks in paragraph c of its prayer for relief.
Thus there remains the question of general dam ages the plaintiff having abandoned its claim for
special damages for the reasons previously expressed.
The statement of claim does not allege facts upon which an action in negligence can be founded.
The plaintiff's claim for damages must be founded upon the allegations in paragraph 15 which originally read:
15. In making the decision to award the contract without considering the proposal of the Plaintiff, the Department of Supply and Services and its agents have breached the rules of natural justice and have thereby caused the Plaintiff loss, damage and expense. Particulars of the breach of the rules of natural justice include:
a. Acting in excess of its jurisdiction or without jurisdictions;
b. Excluding relevant matters from consideration;
c. Exercising its discretion in a capricious manner;
d. Failing to comply with its own established and authorized procedure;
e. Proceeding on the wrong principles.
At the outset counsel for the plaintiff amended this paragraph by replacing the words "natural justice" wherever they appeared with "procedural fairness". The particulars recited in paragraphs a, b, c and e are not particularly apt when applied to a body exercising purely administrative functions and are more apt when applied to a body obliged to act judicially or quasi-judicially.
While many rules of natural justice may coin cide with the duty of fairness the facts found exclude the four paragraphs mentioned.
But paragraph 15d may contain the basis of a claim for damages which I should think is tortious in nature but torts of this nature are imperfectly defined. Those of which I am aware consist of the infliction of damage by the deliberate abuse of public authority. An element of bad faith appears to be necessary.
In this instance such elements are completely lacking. The officers of the Department acted both in good faith and reasonably.
Further there was no denial of any right to which the plaintiff was entitled to bring the matter within the concept of Zamulinski v. The Queen (supra) and Greenway, Executor of the Estate of Mancuso v. The Queen (supra).
Accordingly a reference to assess the quantum of damages is not required.
Throughout I have used "defendant" in the singular. When the context so requires and that is so with respect to the declaratory relief, the refer ence to "defendant" is to the Minister of Supply and Services.
Where the context is with respect to the claim for damages the use of the word "defendant" refers to Her Majesty the Queen.
For the foregoing reasons the plaintiff is not entitled to any of the relief it seeks in the state ment of claim and the action is dismissed with costs to the defendants if demanded.
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