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) submitted a proposal to the Town of Ramapo to codify its ordinances. The town board passed a resolution authorizing the town attorney to accept the proposal and the supervisor to sign the agreement, and provided for payment. However, the supervisor never signed the contract, reportedly because a competitor offered a lower price, leading Municipal to seek enforcement.

Procedural history

This case originated as an Article 78 proceeding. The court is affirming an order of the Appellate Division.

Issue

Is a contract enforceable against a town when the town board formally accepts the proposal and authorizes its supervisor to sign, but the supervisor fails to execute the agreement?

Holding

Yes, the contract is enforceable against the Town of Ramapo despite the supervisor's failure to sign, as the town board's resolution constituted acceptance and the supervisor's duty was ministerial.

Rule

A contract is enforceable when all substantial terms are agreed upon, even if a formal writing is contemplated but not executed, unless there was a positive agreement that it would not be binding until signed. A town supervisor's duty to sign a contract approved by the town board is ministerial, and their refusal does not invalidate the contract.

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Case brief last reviewed 2026-04-18. Prepared by CaseReader from the published opinion.