Irving v. Town of Clinton - 1998 ME 112, 711 A.2d 141

Rule:

An elementary rule of contract law is that the non-occurrence of a condition discharges the parties from their duties under the contract.

Facts:

On June 19, 1996, Irving and a majority of the Town's selectmen signed a document entitled "Snow Plowing and Road Sanding Contract" which provided that Irving would maintain the Town's roads from October 1996 to May 1997 in return for $ 107,723.96. The document stated that the said contract was contingent upon voter approval. The Town held its 1996 annual town meeting on June 25, 1996, at which the residents voted on Article 11, which stated in full: "To see if the town will vote to raise and appropriate the sum of $ 236,503.00 for the Highway Department Account." The annual town report, which had been distributed to residents and was available at the meeting, contained a detailed breakdown of the highway department budget, including an appropriation for $ 107,860 for plowing. At the meeting a voter moved to amend Article 11 to reduce the snow removal line from $ 107,860 to $ 99,999. The amendment passed and the Article was approved as amended. The Town then offered Irving the snowplowing contract at the reduced amount, which he refused, opting instead to file the breach of contract lawsuit. The court entered a summary judgment in favor of the Town, holding that the proposed contract constituted an offer by Irving that was rejected by the voters and that Irving never accepted the Town's counteroffer of $ 99,999.

Issue:

Did the trial court err in granting the summary judgment in favor of the town?

Answer:

No.

Conclusion:

The contingency provided for in paragraph 13 of the parties' contract was never met. The contract was made expressly contingent on the approval of the voters at the annual town meeting. The voters did not approve the contract as written and appropriated a lesser amount of money for snow removal. Because the Town's duty to pay Irving for his snowplowing services was discharged by the failure of the Town's voters to approve the contract as written, the court properly entered a summary judgment in favor of the Town.