In White Hat Management, LLC, v. Ohio Farmers Insurance Co. (9th Dist.), 2006 Ohio App. LEXIS 3211, White Hat, the owner, filed suit against Metro Window and Glass Company and its surety, Ohio Farmers Insurance Company. Metro claimed it had made an error in submitting its bid and refused to sign a written contract after orally being notified that its bid had been accepted. Farmers took the position that it was not liable on the bid bond because Metro was not bound by a written contract. The trial court entered a directed verdict in favor of the defendants on White Hat’s breach of contract claim. The court of appeals reversed, holding that the evidence presented would lead a reasonable person to conclude that Metro and White Hat entered into a contract when Metro was notified that its bid was accepted, even though a written contract was not executed. While R.C. § 153.12 imposes a written requirement, it does not prohibit an oral contract that is later memorialized in writing. The execution of the written contract was a mere formality because the bid documents contained the specific terms that the bidder would be required to accept.
Furthermore, the Court held that the jury had erred in not finding a breach of the bid bond. Metro had argued that White Hat was required to meet a condition precedent—obtaining project financing—prior to making a claim for breach of the bond. The Court, however, held that when Farmers refused to pay on the bid bond, it was an anticipatory repudiation that relieved White Hat from showing proof of financing.