Municipal Consultants & Publishers, Inc. v. Town of Ramapo, 47 N.Y.2d 144 (1979)

A contract is enforceable even without the signature of a town supervisor if the town board has approved the contract and the supervisor’s signature is merely a ministerial act.

Summary

Municipal Consultants & Publishers, Inc. sued the Town of Ramapo to enforce a contract for codifying town ordinances. The town board passed a resolution authorizing the town attorney to accept Municipal’s proposal and the supervisor to sign the agreement. The town attorney notified Municipal of the approval. However, the supervisor never signed the contract because another company offered a lower price. The court held that the contract was enforceable because the town board had approved all terms, and the supervisor’s signature was merely a ministerial act, not requiring further discretionary approval. The supervisor’s failure to sign did not invalidate the already agreed-upon contract.

Facts

Municipal Consultants submitted a proposal to the Town of Ramapo to codify its ordinances.

The town attorney suggested changes, which Municipal agreed to.

The town board passed Resolution No. 77-54, authorizing the town attorney to accept Municipal’s proposal and the supervisor to execute the agreement and providing for payment.

The town attorney notified Municipal that the agreement was approved and sent copies for execution.

The town supervisor never signed the contract, allegedly because a competitor offered a lower price.

Procedural History

Municipal initiated an Article 78 proceeding to declare the contract valid and enforceable and to compel the supervisor to deliver an executed copy.

The lower courts ruled in favor of Municipal.

The case was appealed to the New York Court of Appeals.

Issue(s)

Whether the contract is enforceable against the Town of Ramapo without the signature of the supervisor, given the town board’s resolution authorizing its execution.

Holding

Yes, because the town board’s resolution constituted an acceptance of Municipal’s offer, and the supervisor’s signature was a ministerial act, not a discretionary one necessary for contract formation.

Court’s Reasoning

The court reasoned that while a signed writing is generally required for contract enforceability, this rule does not apply when parties have agreed on all terms. In such cases, the contract is effective upon oral agreement, even if never written and signed. The court found that all contractual terms were agreed upon; the supervisor’s signature was merely a formalization.

The court emphasized that Section 64(6) of the Town Law gives the town board exclusive authority to award contracts, with the supervisor’s role being merely to execute the contract after board approval. This section mandates that the contract “shall be executed by the supervisor…after approval by the town board”. The court stated that the supervisor has no discretionary authority to agree to or alter contracts authorized by the board. The court considered the supervisor’s action to be a ministerial duty.

The court cited Belmar Contr. Co. v State of New York, 233 NY 189, 194 to support the conclusion that a mandamus action is appropriate to compel the supervisor to perform the ministerial act of signing the contract.

The court stated, “Hence, the town board’s resolution which authorized the supervisor to sign the agreement on its behalf was an acceptance of the offer made by Municipal…Nothing further was necessary to create an enforceable contract.”