Municipal Consultants & Publishers, Inc. v. Town of Ramapo
47 N.Y.2d 144, 390 N.E.2d 1143, 417 N.Y.S.2d 218 (1979)
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Rule of Law:
When a town board, vested with the exclusive authority to award contracts, passes a resolution accepting all substantive terms of a proposal, a binding contract is formed. The subsequent execution of the written agreement by the town supervisor is a ministerial act that does not affect the contract's validity.
Facts:
- On June 10, 1976, at the request of the Town of Ramapo, Municipal Consultants & Publishers, Inc. (Municipal) submitted a written proposal to codify the town's ordinances and local laws.
- On July 21, 1976, Municipal agreed to certain changes to the proposal suggested by the town attorney.
- On February 9, 1977, the Town of Ramapo's town board passed resolution No. 77-54, which authorized the town attorney to accept Municipal's proposal, authorized the town supervisor to execute the agreement, and allocated funds for payment.
- On February 15, 1977, Ramapo's town attorney notified Municipal that the proposal had been approved and forwarded copies of the agreement for Municipal to execute.
- After the board passed the resolution, a competitor of Municipal offered to perform the same work for a lower price.
- The Town of Ramapo's supervisor never signed the contract agreement with Municipal.
- The parties met to resolve their differences but were unable to reach an agreement.
Procedural Posture:
- Municipal Consultants & Publishers, Inc. initiated an Article 78 proceeding in a New York State trial court against the Town of Ramapo.
- Municipal sought a judgment declaring the contract valid and an order directing the town supervisor to execute the agreement.
- The case was appealed to the Appellate Division of the New York State Supreme Court, which is an intermediate appellate court.
- The Appellate Division ruled in favor of Municipal Consultants & Publishers, Inc.
- The Town of Ramapo, as appellant, appealed that decision to the New York Court of Appeals, the state's highest court.
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Issue:
Is a contract with a town enforceable when the town board passes a resolution accepting a company's proposal and authorizing the supervisor to sign the agreement, but the supervisor subsequently refuses to sign it?
Opinions:
Majority - Gabrielli, J.
Yes, the contract is enforceable against the town without the supervisor's signature. A binding contract is formed when parties agree on all substantial terms, even if they intend to formalize it in a signed writing, unless they positively agree it will not be binding until executed. Here, the Town of Ramapo board's resolution constituted a full acceptance of Municipal's offer, as all terms had been negotiated and settled. Under New York Town Law § 64, the town board has exclusive authority to award contracts, and the statute mandates that the supervisor 'shall' execute them. This makes the supervisor's signature a purely ministerial act, not a discretionary one, meaning the supervisor lacks the authority to veto a contract approved by the board. The supervisor's refusal to perform this ministerial act was unlawful and did not prevent the formation of an enforceable contract.
Analysis:
This decision clarifies the separation of powers within municipal governance, establishing that a legislative body's formal resolution is the definitive act of contract acceptance. It prevents a municipal executive from unilaterally nullifying a contract duly approved by the board, thereby providing certainty to parties who contract with government entities. The ruling reinforces the principle that once a legislative body with contractual authority acts, the executive's role in signing is merely a formality, not a final point of approval. This precedent protects the integrity of the municipal contracting process from subsequent political or financial pressures.
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