Ciy of New York v. Beame

Mackem", J. (dissenting).

In accordance with a so-called letter of intent signed by the Administrator of the Housing and Devel*93opment Administration and approved by the Deputy Director of the Bureau of the Budget authorizing it to proceed, McKinsey undertook to perform consulting services in March of 1969. The letter stated: You should understand of course, that any payment to McKinsey & Company for effort expended prior to the completion of a formal contract for services can only be compensated if and when such a contract is actually entered into and approved pursuant to City laws and regulations.” Although the work was completed in April 1970, a formal contract dated as of March 10, 1969 was not executed by the city until September 2,1970. Thereafter, the contract was presented to the Comptroller, respondent Beame, for indorsement pursuant to section 93c-3.0 of the Administrative Code which provides in part: ‘ a. Any contract * * * shall not be binding or of any force, unless the comptroller shall indorse thereon his certificate that there remains unexpended and unapplied a balance of the appropriation or fund applicable thereto, sufficient to pay the estimated expense of executing such contract, as certified by the officer making the same. * * *

“a. It shall be the duty of the comptroller to make such indorsement upon every contract so presented to him, if there remains unapplied and unexpended the amount so specified by the officer making the contract, and thereafter to hold and retain such sum to pay the expense incurred until such contract shall be fully performed. Such indorsement shall be sufficient evidence of such appropriation or fund in any action.” The respondent refused to indorse the contract for the then stated reason that, having been awarded without competitive bidding, approval by the Board of Estimate pursuant to section 343 of the City Charter was required and not obtained. This article 78 proceeding to compel the indorsement and for other relief ensued.

Respondent’s answer in addition to alleging noncompliance with section 343, stated as a defense: 1 ‘ The work required to be performed pursuant to the said purported contract was actually completed long before any such purported contract was executed by the parties, in the total absence of any contract ’ ’. Special Term held that the contract, ‘ ‘ involving personal skills and training and professional service ”, was not subject to the provisions of section 343 but after indicating several alleged incidents of noncompliance with executive directives in arriving at the contract, dismissed the petition on the ground that under the provisions of the Administrative Code heretofore quoted, the Comptroller was not permitted to register a contract which had been fully performed before its execution and tender to him.

*94Section 343 of the Charter provides in part: “a. If the several parts of the work or labor to be done and/or the supplies, materials and equipment to be furnished shall together involve the expenditure of more than two thousand five hundred dollars, such work or labor or supplies, materials and equipment shall be obtained only by contract on public letting founded on sealed bids under such regulations as shall be made by the board of estimate except that in a special case the board of estimate by a two-thirds vote may order otherwise. ” The respondent does not particularly urge that this contract for professional services required competitive bidding but rather that, being an exception to that requirement, was a ‘ ‘ special case ’ ’ requiring approval by the Board of Estimate. In our opinion Special Term correctly held that section 343 does not apply to this contract and since, as a matter of law, the contract did not require competitive bidding, permission of the Board of Estimate to dispense with it was not required. (People ex rel. Smith v. Flagg, 17 N. Y. 584; O’Brien v. City of Niagara Falls, 65 Misc. 92; Potts v. City of Utica, 86 F. 2d 616, 618; Hurd v. Erie County, 34 A D 2d 289.)

In arriving at this conclusion, we, as was Special Term, are impressed by the evidence that between 1964 and 1966 after the adoption of the present charter and while the respondent was Comptroller under a previous administration, well over 200 contracts for professional services totaling over twenty million dollars made without competitive bidding or approval of the Board of Estimate were registered by his office, a practice apparently continuously followed until the rejection of the present contract. 1 ‘ When the meaning of a statute is doubtful, a practical construction by those for whom the law was enacted, or by public officers whose duty it was to enforce it, acquiesced in by all for a long period of time * * * ‘is entitled to great if not controlling influence ’ (City of New York v. New York City Ry. Co., 193 N. Y. 543, 549 ; 2525 East Ave. v. Town of Brighton, 33 Misc 2d 1029,1033, affd. 17 A D 2d 908).

We think, however, that Special Term erred by in effect holding the contract invalid. The court is concerned only with the legality of the procedures here followed—not at all with their prudence. Unless forbidden by legislative enactment, the facj; that the contract was executed after the work had been completed does not invalidate it. (General Obligations Law, § 5-1105; 9 N. Y. Jur., Contracts, § 105; 1 Williston, Contracts [3d ed.], § 146, p. 633; N. Y. Law of Contracts, § 508.) Respondent asserts that such proscription is found in the language of subdivision (c) of section 93&-3.01: “ and thereafter to hold and retain such *95sum to pay the expense incurred until such contract shall he fully performed” (emphasis supplied). Special Term agreed, saying:

‘ ‘ A contract * * * made months after full performance and in respect of an earlier letter of intent having no binding effect * * * is not a contract as to which allocated funds are to be ‘ thereafter ’ held—that is, after registration and indorsement. The Comptroller in these circumstances is asked to perform after the event, and such tender for registration is not permitted or covered by the language of the code section. * * * the contract was tendered for registration beyond the time prescribed by the language of the statute, and in which the Comptroller’s duty could be invoked.”

We are unable to draw any such conclusion from the code language relied on. Its obvious and sole purpose was to require that having certified the existence of appropriated funds sufficient to meet the expense of the contract, the Comptroller retain the funds until called upon to disburse them for that purpose — not to alter established contract law. Failures, if any, to comply with internal administrative directives were waived or ratified by the execution of the contract and consent thereto by authorized administrative officers, nor did Special Term base its decision on such. We conclude that the contract was valid and no claim is made that there were not sufficient appropriated unexpended and unapplied funds to pay its expense.

The judgment and order appealed from should be modified to direct respondent to indorse and file the contract and otherwise affirmed.

Capozzoli, MgGivern and Tilzer, JJ., concur in Per Cioriam opinion; Maoken, J., dissents in an opinion in which Stevens, P. J., concurs.

Order and judgment (one paper), Supreme Court, New York County, entered on January 7, 1971, affirmed, without costs and without disbursements.