Vinal v. Inhabitants of Town of Nahant

• Decision Date: 05 March 1919
• Citation: 122 N.E. 295,232 Mass. 412
• Parties: VINAL v. INHABITANTS OF TOWN OF NAHANT.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

232 Mass. 412

122 N.E. 295

VINAL

v.INHABITANTS OF TOWN OF NAHANT.

Supreme Judicial Court of Massachusetts, Suffolk.

March 5, 1919.

Exceptions from Superior Court, Suffolk County; L. E. Hitchcock, Judge.

Action of contract by Arthur H. Vinal against the Inhabitants of Town of Nahant. There was a finding for defendant, and plaintiff excepts. Exceptions overruled.

Arthur T. Johnson and Jos. P. Keefe, both of Boston, for plaintiff.

Richard H. Wiswall and Arthur D. Hill, both of Boston, for defendant.

RUGG, C. J.

This case was tried before a judge of the superior court without a jury. He found certain facts, granted and refused divers requests for rulings of law, subject to exception, and made a general finding for the defendant. There is a full report of the evidence. The findings of fact made by the court below are not open to revision in this court. The general finding for the defendant imports a finding of all the incidental facts essential to that conclusion. The correctness of rulings and decisions in matters of law to which exceptions were saved alone is open here. Schendel v. Stevenson, 153 Mass. 351, 354, 26 N. E. 689;Maynard v. Royal Worcester Corset Co., 200 Mass. 1, 3, 85 N. E. 877.

The action is in contract to recover for services rendered by the plaintiff as architect of a proposed new town hall for the defendant. The plaintiff's interest was first enlisted by one Finnerty, a citizen of the defendant town then without official station, at whose request he prepared preliminary plans. As a result and article was inserted in a warrant for a town meeting of the defendant, which, so far as material, was of this tenor:

‘To see if the town will accept plans for a new fireproof town hall building substantially as drawn by Arthur H. Vinal, architect, which embodies the ideas of D. G. Finnerty and others presented to the town by him at this meeting, to appropriate the sum of $72,000 for the construction of such fireproof town hall.’

Under this article it was:

‘Resolved that a new fireproof town hall be built at a cost for the completed building of not over $75,000, and that the Finnerty plan for such a building be adopted.’

This article and resolution did not constitute a contract between the plaintiff and the defendant. No proposition had been made by the plaintiff. He had prepared at the request of a private citizen of the town a study or plan showing the exterior, a plan for the basement, for the first story and for the second story, and a perspective. These were merely preliminary and incomplete. The reference to the plaintiff in the article in the warrant was simply to identify the sketches and not to state an offer or embody a proposal. It is bare of any indication of conditions upon which the plaintiff was willing to be employed. The vote is equally devoid of any expression of the terms of an agreement or of any indication of a concluded bargain. No obligations were set forth and no duties were stated. The adoption of the plan sketched by him was no more than an initiatory step, signifying an intention. Whether that intention would ripen into a meeting of minds between the parties upon the essential features of a contract rested wholly upon the uncertainties of the future. The case upon this point is within the authority of Benton v. Springfield Young Men's Christian Ass'n, 170 Mass. 534, 49 N. E. 928,64 Am. St. Rep. 320, and Salvation Army of Mass. v. Wilcox Post, G. A. R., 225 Mass. 136, and cases collected at 138, 114 N. E. 60. Whatever might be the effect of this vote in restricting the power of a committee to change the plans, or restraining its members in their own conduct, it did not bind the town to the plaintiff.

A further vote under the same article was passed by the town, providing for a building committee with power among other matters to advertise for bids for the erection of the town hall and to supervise the construction of the same. This vote authorized the doing of whatever subsidiary acts were reasonably necessary to carry out the main resolution. It implied power to employ an architect to prepare detailed plans and specifications for the erection of a town hall in substantial accordance with the preliminary drawings of the plaintiff, but subject to the definite conditions set forth in the resolution. That resolution is to be interpreted with reference to the general potentialities and specific limitations of a municipality under our laws. A town is a governmental subdivision. It possesses only the powers conferred upon it by law. Restrictions expressed by its vote, therefore, are to be treated as strict limitations upon the powers of its officers and agents. The resolution in question had three such restrictions. The first related to the character of the building. It was to be a ‘fireproof town hall.’ The second concerned the cost of the ‘completed building’ and specified that it should be ‘not over $75,000.’ The third adopted the ‘Finnerty’ or the plaintiff's plan.

In the present connection it only is necessary to consider the matter or cost. Under all the circumstances here disclosed the words of the resolution constitute a fixed maximum within which must be comprehended all the elements of expense connected with the construction of the building. By necessary implication this includes the architect's fees if one were employed. The cost of the completed town hall included all items essential to it as a finished structure, and was restricted to the specified amount. In this respect the vote of the town is distinguishable from that involved in Shea v. Milford, 145 Mass. 528, 14 N. E. 764. Confessedly the committee could not have performed their duties without the aid of an architect. At any rate, the question whether such employment was necessary was a question of fact as to which the finding of the court was in favor of the defendant. Upjohn v. Taunton, 6 Cush. 310.

The committee therefore were empowered to enter into negotiations with the plaintiff and to conclude a contract with him within the bounds set by the resolution. After some discussion and communications looking toward a different agreement, the committee finally...