Union Stock Yards Co. v. City of Hillsboro
947 N.E.2d 183
Ohio Ct. App.2010Background
- City resolution authorized mayor to enter purchase of Union Stock Yards property for up to $325,000; mayor did not execute a contract.
- Property appraisal obtained after resolution; appraised at $185,000.
- Union Stock Yards filed breach of contract suit Feb. 7, 2008; Hillsboro sought summary judgment claiming no contract.
- Trial court held there was an oral agreement and the resolution removed contract from the statute of frauds.
- On June 19, 2009, trial court awarded Stock Yards $140,000 in damages.
- This court reverses, holding no valid contract existed and statutory procedures were not followed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| whether summary judgment was proper given no contract | Stock Yards argues no binding contract formed | Hillsboro argues no contract since mayor did not execute | summary judgment reversed; no valid contract exists |
| whether a council resolution can bind the city despite no execution by mayor | Stock Yards contends resolution itself creates contract | Hillsboro contends resolution is authorization only | no contract; resolution did not bind city without mayor's execution |
| whether promissory estoppel applies against a municipality | Stock Yards relies on resolution promises | Hillsboro argues estoppel cannot attach when resolution delegated authority | inapplicable; estoppel not recognized against political subdivision in governmental function context |
| whether statutory requirements for municipal contracts were violated | Stock Yards asserts contract complies by resolution | Hillsboro argues lack of execution and statutory compliance voids contract | contract void for noncompliance with statutory procedures (R.C. 705.11 et al.) |
Key Cases Cited
- Shampton v. Springboro, 98 Ohio St.3d 457 (2003-Ohio-1913) (authority to bind city; promissory estoppel considerations in governmental context)
- Asbury v. Hugh L. Bates Lodge No. 686, 62 Ohio App.3d 430 (1939) (resolution authorizing action not itself a contract; requires meeting of minds and formal steps)
- Lathrop Co. v. Toledo, 5 Ohio St.2d 165 (1966) (public contracts; protect public resources; warning to parties dealing with public entities)
- Pugh v. Ned Peppers, 2010-Ohio-1917 (2010-Ohio-1917) (municipal contract formation; statutory compliance required)