Pittsburgh Baseball, Inc. v. Stadium Authority of Pittsburgh

In Pittsburgh Baseball, Inc. v. Stadium Authority of Pittsburgh, 157 Pa. Commw. 478, 630 A.2d 505 (Pa. Cmwlth. 1993), the mayor of the City of Pittsburgh purportedly promised that the City would unconditionally provide Pittsburgh Baseball Associates with additional capital of $ 5,000,000. It also alleged that the city council knew about the offer and did nothing; it ratified the oral promise of the mayor. The majority cited the holding in Pittsburgh Baseball Associates as follows: "In Pittsburgh Baseball, we noted that the cases supporting ratification by municipal inaction plus the acceptance of benefits under the contract may constitute ratification." Id. at 509. However, the full quote from Pittsburgh Baseball Associates is as follows: Pittsburgh Associates cites a single Pennsylvania case, Eckert v. Pierotti, 123 Pa. Commonwealth Ct. 8, 553 A.2d 114 (1989), for the proposition that a municipality can ratify an irregular contract by inaction. In that case, we quoted extensively from 10A Eugene McQuillen, The Law of Municipal Corporations 29.104-29.106 (3rd ed.), including the following: "'The ratification of a contract by the municipal corporation may be made by the affirmative action of the proper officials, or by any action or nonaction which in the circumstances amounts to an approval of the contract.' Id., 29.106." Eckert, 123 Pa. Commonwealth Ct. at 18, 553 A.2d at 118. Since the township in Eckert formally approved and ratified the contract at issue in that case, we do not find that case to be persuasive. With respect to the numerous cases Pittsburgh Associates has cited from other jurisdictions, we note that most, if not all, of those cases appear to have a common denominator; namely, that municipal inaction plus the acceptance of benefits under the contract may constitute ratification. Since we conclude later in this opinion that actions by Pittsburgh Associates did not confer any direct benefits on the City, we are not persuaded by those cases from other jurisdictions. In any event, we conclude that on the facts pleaded, City Council's failure to take action does not constitute "nonaction which in the circumstances amounts to an approval of the contract." As such, the trial court did not err in dismissing the breach of contract count.