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

47 N.Y.2d 144 · New York Court of Appeals · 1979

Facts

Municipal Consultants & Publishers, Inc. (Municipal) proposed to codify ordinances for the Town of Ramapo. The town board approved the proposal by resolution, authorizing the supervisor to sign, but he refused after a competitor offered a lower price. Municipal sought to enforce the contract.

Issue

Was the Town of Ramapo contractually obligated to Municipal, even though the town supervisor never signed the agreement after the town board approved it?

Holding

Yes, the court affirmed that an enforceable contract existed between Municipal and the Town of Ramapo, despite the supervisor's lack of signature.

Rule

A contract can be enforceable even without a formal signed writing if all substantial terms have been agreed upon and the remaining act (like a supervisor's signature) is merely ministerial, not discretionary.

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