Edwards v. City of Watertown

Municipal corporations—Delegation of powers or trusts — Distinction between acts quasi judicial a/nd those which are merely ministerial— Ratification—Estoppel. Public powers or trusts devolved by law upon the governing body of a , municipal corporation, to be exercised by it when and in such manner as it shall judge best, cannot be delegated to others. But there is a distinction between acts quasi judicial or involving discretion, and those which are merely ministerial. Where in an action brought to recover for work and labor performed, materials furnished and money paid out for the defendant, a municipal corporation, in fitting up certain rooms leased by the defendant, and furnishing them with fixtures and furniture for the use of the defendant’s officers, it was found by the referee that, at a regular meeting of the common council, it was resolved to take a lease of the rooms in question for five years, with a privilege of ten years if desired at a rent of $400 per year; and at the same meeting the mayor of the city, as the presiding officer of the common council, appointed a committee consisting of three members of the common council and the recorder of the city to arrange the rooms and procure the necessary furniture, the action of the mayor being approved by the common council. That said committee, after their appointment, met informally and requested the plaintiff to do the work and furnish the materials for which the action is brought. The plaintiff was the agent of the owners of the rooms, and as such had negotiated with the defendant’s officer for the lease of the rooms. The committee promised the plaintiff that he should be paid for such services and material aside from the §400 a year which his principals were to receive for the rent of the rooms. The plaintiff thereupon caused the work to be done and the materials to be furnished, and the city officer took possession of the rooms so furnished in the latter part of November, 1874. On the 9th of December, 1874, the common council held a meeting in said rooms and by resolution accepted them as fitted up by the plaintiff, and authorized a lease to be taken in accordance with the terms of the previous resolutions, and such lease was afterwards executed on the part of the owners and lessors by the plaintiff as their agent. That the fact that the committee had promised the plaintiff compensation, aside from the contemplated rent of §400 a year, was not made known to the common council until after the execution of the lease: Held, that the common council could delegate to a committee power to procure the necessary furniture for the rooms. That the principle that public powers or trusts devolved by law upon the governing body of a ■ municipal corporation, to be exercised by it when and in such manner as it shall judge best, cannot be delegated to others, does not apply to this casa The distinction is between acts quasi judicial, or involving discretion, and those which are merely ministerial. Held, also, that the acceptance of thy furnished rooms by the common council was a ratification of the action of the committee. The position that the common council had no authority to appoint upon the committee a person not a member of their body, is untenable. Held, further, that the plaintiff is not estopped from recovering, by his action respecting the lease. The defendant’s committee well knew that the furniture was provided by the plaintiff, and not by his principal, and that it was to be paid for, aside from the rent of the rooms, and their knowledge on the subject is to be treated as the knowledge of their principal

Appeal from a judgment, entered and docketed in Jefferson county, January 30, 1879, on the report of a referee. The judgment was in favor of the defendant and against the plaintiff, dismissing his complaint with costs. The action was commenced to recover of defendant, a municipal corporation, for work and labor performed, materials furnished and money paid out for the defendant by the plaintiff in building desks, cupboard, platforms and other furniture, including the frame work of a sign, with which to furnish for the use and occupation of the city certain rooms leased by defendant of the widow and heirs-at-law of one Lawrence Hayes deceased. The defendant was a duly incorporated city, having its mayor and common council, and the rooms were leased for the use of defendant’s officers, and consisted of a mayor’s office and common council room, recorder’s office and court room, city chamberlain’s office, police office, &c. In making the lease with defendant, the plaintiff acted as the agent or attorney in fact of the widow and heirs, who were the owners of the premises. At a regular meeting of defendant’s common council, on the evening of September 22, 1874, the plaintiff made proposals to said council on behalf of his principals, to lease to defendant certain rooms on Court street in said city, to put them in condition for occupation at an annual rent of §400 per year. The rooms were on the second floor in Hayes’ block, and at this time were not adapted to the needs or wants of the city, and for that purpose must be reconstructed. The plaintiff had his map or plan before the common council, which represented the rooms as he proposed to reconstruct them. The plan and proposals made by plaintiff on behalf of his principals were accepted by defendant’s .common council, by resolution of September 22, 1874, in these words: “Resolved, That the city take from Hr. Edwards a lease of his rooms on Court street for five years with the- privilege of ten years if desired.” The above facts were found by one Wayland F. Ford, the referee in the action and he also found the further fact that the plan and proposals thus made and accepted did not indicate or include in any measure, any part or portion of the work, labor or materials for which the plaintiff sued to recover in this action; and that there was no proposal or agreement on the part of plaintiff or his principals to do this specific work under the agreement for the leasing of the rooms. At the same meeting of the common council which passed the resolution accepting plaintiff’s plan and proposals for the leasing of the rooms, the mayor of the city appointed a committee of four persons, ■•three of whom were aldermen and one the recorder of the .city, to arrange the rooms and procure the necessary furniture. ‘The referee found, as facts, that the appointment of this committee by the mayor was the act of defendant’s common •council; that this committee employed the plaintiff to do the 'work and furnish the materials in question; that they agreed he should be paid for the same aside from the rent of $400 a ■year, which was to be paid to his principals; that the plaintiff caused the work to be done and furnished the materials, which were worth the amount charged therefor and alleged in the complaint, under the agreement that he was to be paid for the same by the defendant. The acting members of the committee were Andrew J. Moore, one of the aldermen, and Laban H. Ainsworth, the recorder of the city. The common council moved into the rooms about the middle of November, 1874, and continued to occupy and were in possession of the rooms and furniture at the time this action was commenced. On December 9,1874, at a regular meeting of the defendant’s common council, a resolution accepting the rooms in question was passed. The resolution was as follows: “Resól/oed, That the city rooms, as fitted up by Mr. Edwards, be accepted, and that the city attorney be and he is hereby authorized to draw a lease of the rooms for five years, with a privilege to the city of extending the lease to ten years or longer at an annual rent of $400 per year, payable quarterly, rent to commence December 1, 1874.” The lease was signed on behalf of the city by W. F. Porter, mayor, and by the city chamberlain, and on behalf of the heirs of the Hayes’ estate by John Edwards, the plaintiff, as attorney, and was .dated December 1, 1874. The referee found, among other conclusions of law and fact, .the following: “ The common council is by law and the charter made the governing body of the .corporation, and has power to rent rooms for the meetings of the common council and rooms for the recorder’s court, and purchase furniture for the rooms, and pay for the same as a part of the ordinary expenses of the city. So far as the arranging the rooms, procuring the necessary furniture and the amount of money to be expended for such purposes is concerned, the entire discretion vested in the common council was attempted to be delegated to a committee of four, one of whom was ' not a member of the common council. This I am of the opinion could not be done, and the committee could not make any contract binding upon the defendant. The plaintiff is chargeable with knowledge of want of power in the committee to make the contract. It is now claimed that defendant is liable on an implied agreement or assumpsit to pay for the work and materials. The authorities show beyond question that the defendant would be liable upon an implied agreement as well as upon an express contract, the contract not being ultra, vires. It is an elementary principle of the law of contracts that in all cases the assent of the contracting parties must be shown. In an express contract an express promise or agreement is shown; in an implied contract the assent of one or both parties is implied from their acts, as in Dunn agt. St Andrews Church (14 John., Ill), where such an implication was made against a party from making payments on the contract. In this case it is impossible to infer from the evidence that the common council ever assented to the contract. The defendant used the rooms with the fixtures and articles for which plaintiff claims to recover, but such use was not under the contract made with the committee, but under the lease made with plaintiff’s principals through plaintiff’s agency, and the use under the contract Would not render the defendant liable by reason of an implied assumpsit. It is not claimed the defendant has ratified the contract of the committee and is liable upon that ground. The authorities show that the defendant would be liable if a ratification was shown. But the evidence fails to show a -ratification. A ratification can only be made out and established from acts of the common council after the time the contract came to their knowledge, or it would be necessary to show an adoption of this contract by the common council or an agreement to be bound by it. The evidence shows that the common council repudiated the contract as soon as it came to their knowledge. They continued to occupy the rooms as fitted up, but claimed the right so to do under the terms of the lease. And such occupancy would not operate as a ratification of the contract made by the committee. There is another principle which effectually precludes the plaintiff, from recovery in this action. The plaintiff was seeking to obtain for his principals a valid contract of lease of these rooms for a term of years. A valid contract for more than one year could only be had by obtaining a written lease signed by the mayor of the city, who is the officer authorized to sign leases under the direction of the common council. The negotiations resulting in the lease were conducted throughout by the plaintiff on behalf of the owners of the rooms. Plaintiff, therefore, is charged with knowledge of the terms of the resolution of December 9, 1874, and when he executed the lease on behalf of his principals, the mayor had authority to execute for the corporation when authorized by the common council. The plaintiff was -bound to inquire as to the authority given the mayor. The negotiations must be regarded as continuing down to the time when the written lease was executed. The resolution of December ninth and the lease, by their terms, gave the defendant the use of the rooms, and the fixtures and materials for which this action is brought for the annual rent of $400 per year. The plaintiff is so connected with the lease as to preclude and estop him from recovery in this action. The execution of the lease and the assent of the plaintiff to the resolution of December ninth, amounts to a representation on the part'of plaintiff :that the defendant would get the use of the rooms, as the ¡plaintiff had fitted them up for the annual rent of $400. Belying upon that, the defendant entered into a valid con tract of lease with plaintiff’s principals for a term of years, and the plaintiff is estopped from making any further claim, either in his own behalf or in behalf of his principals. The plaintiff obtained an additional advantage for his principals in obtaining the written lease, for until that was signed, the defendant was only tenant from year to year, and could have terminated the tenancy at the end of any year. For these reasons the defendant is entitled to judgment, that the plaintiff’s complaint be dismissed.