American Lighting Co. v. McCuen

Fowler, ]., delivered the opinion of the Court: The American Lighting Company, being a corporation incorporated under the laws of this State, filed a bill in Circuit Court No. 2 of Baltimore City for a mandatory injunction. The bill alleges that the Superintendent of Lamps and Lighting in the exercise of authority conferred upon him by the charter of that city, advertised in November last, according to the provisions of sections 14 and 15 of the-charter, for sealed pro ⁷⁰⁵ posáis for lighting the streets for the period of three years from March ist, 1901, and that he at the same time prepared specifications for the work for which proposals were invited ; that the plaintiff made a written bid for said work, and, as required by the terms of the charter, filed it with the City Register and said Superintendent of Lamps.; and that the contract for doing said work was duly awarded to the plaintiff by the Board of Awards. Section 15 of the city charter provides that "the successful bidder for city work shall promptly execute a formal contract, to be approved, as to its form, terms and conditions by the City Solicitor.” In accordance with this section a contract was prepared and submitted to the plaintiff to be executed, but it refused to do so upon the ground that the City Solicitor had introduced in the contract the following paragraph : "Second. That the said American Lighting Company of Baltimore City does upon its part agree that all the employees necessary to carry out and perform the requirements of said specifications, shall be appointed by the Superintendent of Lamps and Lighting, who shall have reserved unto him the right and power to remove at any time any of the said employees, as well also as the power to appoint all of said employees, for the purpose of the proper performance of this contract.” This right to appoint and discharge the employees of the contractor is based upon the provisions of sections 28 and 204 of the charter.

The Superintendent of Lamps and the Mayor having refused to execute a contract without incorporating therein the objectionable provision above quoted, the plaintiff filed this bill so alleging and praying that a mandatory injunction be issued commanding the superintendent to execute and deliver a contract with the plaintiff in the form to be approved by the Law Department of the City of Baltimore, without containing the above clause. The Superintendent of Lamps and the city answered, and without stating in detail the allegations of the answer it is sufficient to say that they base their claim to appoint and discharge the employees of the plaintiff upon the provisions of ⁷⁰⁶ sections 28 and 204 above referred to, and upon the contention that there was no valid, binding and subsisting contract between the plaintiff and defendants, when the contracts was awarded to the former by the Board of Awards, but that it was necessary for the completion and consummation of the proposed contract that the “formal contract” provided for in section 15 of the charter should first be actually executed by the plaintiff A pro forma decree was passed dismissing the bill and the plaintiff has appealed. (1). We think there can be no serious contention that the advertisement specifications, the bid of the plaintiff, and “ the award of the contract” to it by the Board of Estimates taken together constitute a valid and complete contract.

The city needed certain materials furnished and labor to be done in connection with the lighting of the city, and the officer under whose charge and supervision this lighting is placed by the charter, and in pursuance of its provisions, advertised for sealed proposals for furnishing the materials and doing the work in accordance with specifications filed in his office. Every fact necessary to constitute a contact will be found in one or the other of these written papers, and when the Board of Awards, composed of the Mayor, the President of the Second Branch of the City Council, the City Register, the City Comptroller and the City Solicitor, actually awarded the contract to the plaintiff to light the streets and so forth, for a period of three years at its bid, the contract was as complete and legally binding as if the more formal contract provided for by section 15, of the charter had been executed. The negotiation was ended-The minds of the parties met, and nothing remained to be done but to prepare and execute the more formal contract as provided by the charter. Such being the situation it is well settled-, both upon general principle and authority, that the contract is complete.

Cheney v. Eastern Transp. Line, 59 Md. 557 ; Wills v. Carpenter, 75 Md. 80 ; Drummond v. Crane, 159 Mass. 577 ; 23 L. R. A. 707; Sanders v. Pottlitzer Co. 144 N. Y. 209 ; 29 L. R. A., and note. It does not seem to us that the. fifteenth section of the charter relied on by the defendants ⁷⁰⁷ to sustain their contention on this branch of the case has any force. For while it does provide that the formal contract to be executed is to be approved “ as to its form, terms and conditions by the City Solicitor,” yet it could not be seriously contended that by virtue of this provision he could insert any terms and conditions not warranted by one or the other of the papers forming the contract that was awarded, or not authorized by the charter.

Until the formal contract was prepared for execution there was not only nothing in the negotiation nor in the written evidence of the contract to show that the plaintiff contemplated surrendering the right to employ and discharge its own workmen, but the specifications prepared by the defendants in terms provide that the plaintiff “ must employ such number of men as is necessary to give the city the best service possible, who must be