Municipal Consultants & Publishers, Inc. v. Town of Ramapo

• Decision Date: 01 May 1979
• Citation: 417 N.Y.S.2d 218,390 N.E.2d 1143,47 N.Y.2d 144
• Parties: , 390 N.E.2d 1143 In the Matter of MUNICIPAL CONSULTANTS & PUBLISHERS, INC., Respondent, v. TOWN OF RAMAPO et al., Appellants.
• Court: New York Court of Appeals Court of Appeals

Page 218

417 N.Y.S.2d 218

47 N.Y.2d 144, 390 N.E.2d 1143

In the Matter of MUNICIPAL CONSULTANTS & PUBLISHERS, INC., Respondent, v. TOWN OF RAMAPO et al., Appellants.

Court of Appeals of New York.

May 1, 1979.

Kenneth H. Resnik, Ramapo, and Mitchell P. Schecter, Spring Valley, for appellants

Harold J. Van Opdorp, Geneva, for respondent.

OPINION OF THE COURT

GABRIELLI, Judge.

The issue in this case is whether the Town of Ramapo is contractually obligated to receive and pay for the services offered by the petitioner Municipal Consultants & Publishers, Inc. (Municipal). For the reasons which follow we conclude that there existed an enforceable contract between the parties, and we therefore affirm the order of the Appellate Division.

On June 10, 1976 Municipal, at the request of the town, submitted a written proposal in the form of a contract to the Town of Ramapo offering to codify its ordinances and local laws for a sum specified in the proposal. On July 21 Municipal agreed to certain changes suggested by the town attorney, but no formal action was taken at that time on behalf of the town on the proposal. Finally, on February 9, 1977 the town board formally acted on it, and agreed to engage petitioner's services.

By resolution No. 77-54 the town (1) authorized the town attorney to accept the proposal; (2) authorized the supervisor to sign the agreement, and (3) provided payment for the work. The resolution adopted by the town board on February 9, 1977, in pertinent part, provided that:

"RESOLVED by the Town Board of the Town of Ramapo that authorization be hereby granted for the Town Attorney to accept the proposal submitted by Municipal Consultants & Publishers, Inc., of 64 Seneca Street, Geneva, New York, to codify Ordinances and Local Laws of the Town of Ramapo, and

"BE IT FURTHER RESOLVED that the Supervisor be hereby authorized to execute the Agreement between the Town of Ramapo and Municipal Consultants & Publishers, Inc., and

"BE IT FURTHER RESOLVED that the sum of $10,000.00 for the first 450 pages or less and $20.00 per page for each additional page in excess of 450 pages, be hereby paid to Municipal Consultants & Publishers, Inc. for services rendered."

On February 15, 1977, the town attorney notified Municipal that the agreement had been approved, forwarded copies of the agreement for Municipal to execute, and stated he looked forward to a long and pleasant relationship.

Ramapo's supervisor, however, never signed the contract. It appears that one of Municipal's competitors, long after the passage of the resolution authorizing the agreement, offered to do the work for a lesser sum. The parties met in an attempt to work out their differences but to no avail. This article 78 proceeding ensued requesting that the court declare the contract valid and enforceable and also to direct the supervisor and town attorney to deliver an executed copy of the agreement.

The primary issue presented is whether the contract is enforceable against the town without the signature of the supervisor.

Generally, where the parties contemplate that a signed writing is required there is no contract until one is delivered (Scheck v. Francis, 26 N.Y.2d 466, 311 N.Y.S.2d 841, 260 N.E.2d 493; Schwartz v. Greenberg, 304 N.Y. 250, 107 N.E.2d 65). This rule yields, however, when the parties have agreed on all contractual terms and have only to commit them to writing. When this occurs, the contract is effective at the time the oral agreement is made, although the contract is never reduced to writing and signed. Where all the substantial terms of a contract have been agreed on, and there is nothing left for future settlement, the fact, alone, that it was the understanding that the contract should be formally drawn up and put in writing, did not leave the transaction incomplete and without binding force, in the absence of a positive agreement that it should not be binding until so reduced to writing and formally executed (Disken v. Herter, 73 App.Div. 453, 77 N.Y.S. 300, affd. 175 N.Y. 480, 67 N.E. 1081; 1 Williston, Contracts, § 28; see, also, Matter of Meister, 39 A.D.2d 857, 333 N.Y.S.2d 41, affd. 32 N.Y.2d 626, 342 N.Y.S.2d 658, 295 N.E.2d 385; Belmar Contr. Co. v. State of New York, 233 N.Y. 189, 194, 135 N.E. 240, 241). Here, of course, there was no...