Town of Hempstead v. U.S. Trucking Corp.

• Decision Date: 12 September 1961
• Parties: TOWN OF HEMPSTEAD, Plaintiff, v. UNITED STATES TRUCKING CORPORATION, Defendant.
• Court: New York Supreme Court

Page 637

219 N.Y.S.2d 637

31 Misc.2d 419

TOWN OF HEMPSTEAD, Plaintiff, v. UNITED STATES TRUCKING CORPORATION, Defendant.

Supreme Court, Special Term, Nassau County, Part I.

Sept. 12, 1961.

John A. Morhous, Hempstead, town atty., for plaintiff.

Melvin C. Hartman, New York City, for defendant.

BERNARD S. MEYER, Justice.

Defendant Trucking Company's Sales Manager submitted to the Town on defendant's behalf a bid for a contract to supply four trucks and drivers and helpers. The bid was submitted on a printed form supplied by the Town. The form sets forth printed 'Conditions,' including: '(6) Issuance of Town Purchase Order constitutes acceptance of bid.' After the Town Board adopted a resolution accepting defendant's bid, defendant refused to execute a contract, ostensibly because of the nature of the work for which the trucks were to be used. The contract was re-advertised and let to another company and the Town in this action seeks damages from defendant. Defendant moves for summary judgment contending that its Sales Manager was without authority, that the Town suffered no damages, and that defendant never became bound because the resolution of acceptance was defectively worded and because the bid by express terms could not be accepted by resolution. The authority of the Sales Manager is solely within defendant's knowledge; a triable issue exists concerning the similarity of the trucks obtained by the rebid and the market rental of each; the resolution omitted the words 'is accepted' but viewed as a whole clearly evidenced the intention to accept defendant's bid. Therefore, the first three grounds furnish no basis for granting defendant summary judgment.

On the fourth ground, also, the motion must be denied. A contract with a municipal corporation may arise from the submission of a proposal and its acceptance by a resolution adopted by the governing body of the corporation, Village of Lake George v. Town of Caldwell, 3 A.D.2d 550, 553, 162 N.Y.S.2d 762, 765, affirmed 5 N.Y.2d 727, 177 N.Y.S.2d 711. Exceptions to that general rule exist in cases in which 'by legislative fiat, the parties may only be bound where a contract in writing is in fact executed,' Belmar Contracting Co. v. State of New York, 233 N.Y. 189, 194, 135 N.E. 240, 241; Reiss Construction Co. v. City of New York, 183 Misc. 617, 50 N.Y.S.2d 92, appeal dismissed App.Div., 77 N.Y.S.2d 263, n. o. r.; Berkeley Unified School District v. James I. Barnes Construction Co., D.C., 112 F.Supp. 396, 398, or in which the bid form or instructions to bidders or the resolution of acceptance specifies that liability is dependent on execution of a contract, Berkeley Unified School District v. James I. Barnes Construction Co., supra; see George Colon Contracting Corporation v. Morrison, Sup, 162 N.Y.S.2d 841, 865, n. o. r. affirmed 2 A.D.2d 869, 157 N.Y.S. 927, leave to appeal denied 2 N.Y.2d 710, 141 N.E.2d 319; 10 McQuillen, Municipal Corporations (Rev'd) 366, § 29.80. The latter exception stems from the rule that where the parties to an agreement expressly contemplate that the contract be reduced to writing, execution of a formal writing is a condition precedent to liability, Pratt v. Hudson River Railroad Company, 21 N.Y. 305, 308; 1 Clark, New York Law of Contracts, § 17; 1 Williston, Contracts (3rd Ed.) § 76; 17 C.J.S. Contracts §§ 42, 49, pp. 378, 391; Annotations: 122 A.L.R. 1217; 165 A.L.R. 756. By such express agreement the parties have manifested the intention not to become bound unless and until a formal document has been formulated and signed. That manifestation of intention is negated, however, when the bidder binds himself to enter into a particular form of contract, ...