Calaveras v. Calaveras County Water Dist

In Calaveras v. Calaveras County Water Dist. (1960) 184 Cal. App. 2d 276, contractors agreed to repair county highways damaged by their installation of an improvement to water works. Without authorization from the board of supervisors, the county road commissioner subsequently entered into an oral contract with the contractors whereby the county agreed to furnish labor and material to repair the damaged highways. The contractors agreed to pay the county the reasonable value of the labor and material. They did not pay, and the county brought an action to recover on the contract. The trial court found in favor of the contractors. It "concluded that the road commissioner did not have authority to enter into the contract by virtue of his office; that his act in entering the contract without the authorization of the board of supervisors was beyond his power; and that therefore the contract was illegal and void." ( Calaveras, supra, 184 Cal. App. 2d at p. 278.) The appellate court reversed, applying the Arcata rule. It reasoned: "We are convinced that the county could . . . have entered into such an agreement with respondent contractors. Such an agreement would not be ultra vires in the sense that it was wholly beyond the powers of the county, and the doctrine of estoppel would be applicable. The fact that the contract was actually made by the road commissioner without express authorization by the board of supervisors was at most an irregularity, but it did not render the contract void to the extent that it could not be ratified by the county." ( Calaveras, supra, 184 Cal. App. 2d at p. 283.) The appellate court concluded that the county had ratified the contract by authorizing an action to recover on the contract. Therefore, the "contractors having received the benefits under said agreement are estopped from setting up the defense that said agreement was invalid. Neither reason, authority nor public policy compel or justify a judgment in favor of respondent contractors." ( Id., at p. 284.) The oral option contract was not wholly beyond Orange's power even if it were required to be in writing and signed by the mayor. Orange had the authority to enter into an option contract requiring appellant to hold open its settlement offer. The lack of a writing signed by the mayor was at most an irregularity as to the form and manner of contracting. The city ratified the contract by accepting appellant's offer. It further ratified the contract by initiating the within action for breach of the settlement agreement. Having received the benefits of the litigation standstill under the oral option contract, appellant is estopped from asserting its invalidity. ( Calaveras, supra, 184 Cal. App. 2d at p. 284.)