Coffin v. District of Columbia, 7386.

• Decision Date: 30 May 1974
• Docket Number: No. 7386.,7386.
• Citation: Coffin v. District of Columbia, 320 A.2d 301 (D.C. 1974)
• Parties: Laurence E. COFFIN, Jr., Appellant, v. DISTRICT OF COLUMBIA, a municipal corporation, Appellee.
• Court: D.C. Court of Appeals

320 A.2d 301

Laurence E. COFFIN, Jr., Appellant, v.DISTRICT OF COLUMBIA, a municipal corporation, Appellee.

No. 7386.

District of Columbia Court of Appeals.

Argued February 27, 1974.

Decided May 30, 1974.

William F. Reed, Washington, D. C., for appellant.

Leo N. Gorman, Asst. Corp.Counsel, Washington, D. C., with whom C. Francis Murphy, Corp.Counsel, and Richard W. Barton, Asst. Corp.Counsel, Washington, D. C., were on the brief, for appellee.

Before KELLY, KERN and NEBEKER, Associate Judges.

NEBEKER, Associate Judge:

This appeal is from an order entered at the conclusion of plaintiff-appellant's case denying recovery in a suit for breach of contract.The question is whether appellant may recover from the District of Columbia any part or all of an amount claimed for consultation services rendered to the Office of Community Renewal(OCR) even though there was no prior underlying formal, written contract.The trial court concluded that no recovery was available.We hold that the District of Columbia is liable for payment of $2,500, an amount which the District's contracting agent is authorized to expend without formal Procurement Office approval.

Appellant is a landscape architect and city planner.On previous occasions, based upon formalized, negotiated-fee contracts, appellant had rendered professional services to the Office of Beautification and the OCR.In the fall of 1968, the then Acting Director of OCR approached appellant about serving as a staff consultant to the OCR.Both parties agreed orally to a consultation fee of $20 per hour.Services were rendered from September 1968 to April 1969.

Upon request by the Acting Director, appellant submitted a written summary of the time devoted to performing those services.He claimed 163.5 consultation hours, totaling a fee of $3,270.That summary was initialed by the Acting Director and given to his office manager for processing and payment.Several days later, the Acting Director resigned.The summary was never processed though appellant made an unproductive attempt in that direction to secure payment.Evidence in the record reveals that payment was not made because there was no previous underlying written contractual basis for doing so.

The former Acting Director testified at trial that, by delegation from the Procurement Office, he had authority to engage consultants and that appropriated funds were available to pay for appellant's services.He further testified that other consultants were hired and that the contracting procedure in some cases was substantially similar to the instant case, viz, an oral agreement would later be formalized by submission of a written claim and approval thereof.

The District argued to the trial court that there was no contract between the parties because a statutorily required contract procedure was not followed.Therefore, it urged that at best there was merely an oral agreement between the Acting Director and the appellant.The judge directed a verdict based on the fact that the contract was not in writing as required by D.C.Code 1973, §§ 1-801and1-803.¹It is a well-recognized principle that a would-be contractor with a municipal corporation is deemed imputed with knowledge as to the scope of the contracting agent's authority.As stated in 10 McQuillin, Municipal Corporations § 29.04 at 219-22(3d ed. 1966):

The general rule is well settled and is constantly enforced that one who makes a contract with a municipal corporation is bound to take notice of limitations on its power to contract and also of the power of the particular officer or agency to make the contract.That is, persons dealing with a municipal corporation through its agent are bound to know the nature and extent of the agent's authority in accordance with long-existing and well-settled general rules obtaining in the law of agency generally, and applying to dealings with both artificial and natural persons.[Footnotes omitted.]

The right to contract has been delegated by Congress to the Commissioner with the limitation that contracts are to be in writing, signed by parties, and filed in the office of the secretary of the District.SeeD.C.Code 1973, §§ 1-801and1-803.The Commissioner has, in turn, delegated this contracting authority to certain designated "Contracting Officers".SeeOrganizational OrderNo. 9, D.C.Code 1973, Title 1, Contracting Officers, Administration, Appendixat 234.Further, each appointed "Contracting Officer" is authorized to redelegate the authority to officials under his control.Ibid.Significantly, one of those appointed "Contracting Officers" is the Director of the Department of General Services who, along with the authority to contract, has been directed, inter alia, to

[c]ollaborate with Contracting Officers in developing and implementing effective contracting procedures which are designed to expedite the work of the Contracting Officers.[Id. at 235.]

The Procurement Office, an organizational entity within the Department of General Services, has responsibility for, inter alia,"developing, installing, and supervising effective and simplified purchasing policies and procedures for departments and offices of the District of Columbia Government."SeeOrganizational OrderNo. 3, D.C.Code 1973, Title 1, Department of General Administration, Appendixat 230.See alsoCommissioner's Order (Organization Action)No. 69-96, D.C.Code 1973,Title 1, Establishment of Office and Departments, Appendixat 254.In light of these responsibilities, the Procurement Office has developed contracting procedures to be followed in procuring goods and services !for the District of Columbia.

The following sections of the District of Columbia Procurement Manual(the Manual) arc pertinent to the instant case.Section 4-806 provides that professional service contracts in excess of $2,500 "must be entered into by the D.C. Procurement Officer, and all D.C. agencies must requisition their requirements for such services from the D.C. Procurement Officer in accordance with [established] procedures and guidelines . . . ."Section 4-807 of the Manual, relating to contracts of $500 or less, provides that services may be procured through a purchase order.That order must contain the pertinent terms of the agreement.Also, a written acceptance by the contractor of the contract terms must be obtained by the department seeking the services.However, services that are repetitive in nature are to be contracted for by use of FormP.O. 12 rather than by use of purchase orders.

Section 4-808 of the Manual relates to contracts not in excess of $2,500 and provides that such contracts are to be negotiated by the agency seeking the services.The finished contract is to be prepared on FormP.O. 12.All such contracts are to be approved by the head of the department or his principal assistant.Significantly, it is stated that "[f]or purposes of this Part, authority is delegated to each department and agency head to enter into contracts not to exceed $2500."

Section 4-809 of the Manual, pertaining to contracts for services in excess of $2,500, provides that the Procurement Office is responsible for negotiating and finalizing formal contracts with the parties who will render the services.The department or agency requesting the services does so by way of a written memorandum which contains, inter alia, a "detailed description of the services to be rendered, the period during which such service will be rendered, the unit cost of the service, i. e., per hour, per day, . . . etc., and the estimated total cost of the contract."Also to be submitted are supporting documents to assist the Procurement Office in the negotiating process.Finally, the section contains a cautionary statement that "NO SERVICES MAY BE OBTAINED UNTIL THE CONTRACT IS FINALLY APPROVED."

Clearly, the Acting Director has no authority to bind the District for services in excess of $2,500.With reference to the present appeal, no requisition was made nor were negotiations held between appellant and the Procurement Officer as required by Section 4-809 of the Manual.Further, and contrary to that section, services were rendered without a finally approved contract.Therefore, appellant's suit for full compensation may not be maintained.

We do note, however, that the Acting Director did have authority to bind the District for services not in excess of $2,500.Proceeding within the authority delegated to him pursuant to Section 4-808 of the Manual, the Acting Director was authorized to negotiate on behalf of the District and to finalize the contract.Conspicuously absent from that section is the cautionary statement that services may not be rendered until there is an approved contract.Without such a restriction it is possible that negotiations, formal agreement, and the rendering of services may be fully performed before an agent completes the specified form.Indeed, this appears to be the posture of the instant case.This being the scope of the Acting Director's contracting authority, we conclude, assuming the other conditions of D.C.Code...