U.S. Leasing Corp. v. City of Chicopee

Citation402 Mass. 228,521 N.E.2d 741
Decision Date19 April 1988
CourtUnited States State Supreme Judicial Court of Massachusetts

Page 741

521 N.E.2d 741
402 Mass. 228, 45 Ed. Law Rep. 1242
Supreme Judicial Court of Massachusetts,
Argued Feb. 4, 1988.
Decided April 19, 1988.

Page 742

L. Jed Berliner, Springfield for plaintiff.

Thomas J. Donoghue, Springfield for defendant.


[402 Mass. 229] HENNESSEY, Chief Justice.

In December, 1977, a lease agreement was executed whereby the plaintiff, United States Leasing Corporation, would purchase a National Cash Register Corp. (NCR) computer system and lease it to the defendant city of Chicopee (city) in return for five annual payments of approximately $24,000. The agreement was signed by the city's superintendent of schools and its purchasing agent, and the school committee passed a resolution in favor of entering into the agreement. In addition, the city solicitor signed a form provided by the plaintiff stating that the persons signing the lease had authority to do so and that the city could bind itself by signing the lease. The city tendered the first two annual payments. At this point, however, problems developed with the computer system and the city refused to make further payments.

On December 10, 1981, the plaintiff filed a complaint in Superior Court alleging breach of contract by the city. The plaintiff moved for summary judgment. The city responded in kind, arguing that the contract had not been approved by the mayor as required by the city's charter. Cf. G.L. c. 43, § 29 (1986 ed.). The city's motion was granted on April 21, 1982. The plaintiff was thereupon allowed to amend its complaint to allege a G.L. c. 93A violation. In May, 1984, a stay was ordered to allow the city to resolve its dissatisfaction with the computer system with NCR. The record does not indicate the result of these negotiations.

On October 24, 1985, the case was reactivated. The plaintiff moved to amend its complaint a second time. The plaintiff sought leave to: add the city solicitor and the school committee as defendants on the c. 93A claim; add a negligence claim against the city solicitor; add claims holding the city and the school committee vicariously liable for the solicitor's negligence and directly liable for the negligent training and supervision of him; seek reformation of the agreement; seek recovery on the theory of quantum meruit. The motion to amend was denied in its entirety and, following a bench trial, judgment was entered in favor of the city on the c. 93A claim. The plaintiff appealed to the Appeals Court, and we transferred the case on our own motion. We affirm.

[402 Mass. 230] 1. The contract claim. 1 The plaintiff argues that the historic power and

Page 743

independence of school committees, see, e.g., Leonard v. School Comm. of Springfield, 241 Mass. 325, 328-330, 135 N.E. 459 (1922), and the grant of authority to school committees to purchase equipment contained in G.L. c. 71, § 49A, allowed Chicopee's school committee to bind the city under the lease without mayoral approval despite the city charter's 2 requirement of such approval. We have addressed the tension between the historic independence of school committees and statutory 3 and municipal charter fiscal management provisions in a number of decisions. See, e.g., School Comm. of Salem v. Gavin, 333 Mass. 632, 635, 132 N.E.2d 396 (1956) (school committee's employment contract with football coach valid despite lack of mayoral approval); School Comm. of Gloucester v. Gloucester, 324 Mass. 209, 218, 85 N.E.2d 429 (1949) (school committee must follow statutorily prescribed purchasing procedures); Eastern Mass. St. Ry. v. Mayor of Fall River, 308 Mass. 232, 238, 31 N.E.2d 543 (1941) (mayoral approval required for school transportation contract); Parkhurst v. Revere, 263 Mass. 364, 371, 161 N.E. 599 (1928) (mayoral approval of contracts to purchase textbooks required). See McLean v. Mayor of Holyoke, 216 Mass. 62, 64-65, 102 N.E. 929 (1913) (court refuses writ of mandamus to require mayor to approve school committee's recommended contract for purchase of furniture).

[402 Mass. 231] The rule to be distilled from the above decisions is that the school committee is subject to statutory and charter...

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