concurring and dissenting.
Respectfully, I concur and dissent.
With regard to the contract claim, I agree with the majority that no Pennsylvania case has been cited as authority that mere municipal inaction can constitute ratification of a defective contract. And, I further believe that such a policy would be unwise. In fact, such principle has been soundly rejected in the context of zoning law where a landowner has attempted to assert his acquisition of vested rights due to municipal inaction. See e.g., Crawford Appeal, 110 Pa.Commonwealth Ct. 51, 531 A.2d 865 (1987), petition for allowance of appeal denied, 518 Pa. 656, 544 A.2d 1343 (1988). Accordingly, I concur in the majority’s holding that the demurrer was properly sustained as to the contract count.
I differ, however, from the majority with regard to the analysis of the other two counts at issue here. Considering first the promissory estoppel count, I would conclude that Pittsburgh Baseball, Inc. (PBI) has pled facts which, if believed by a jury, would be sufficient to sustain its cause of action. Paragraphs 42 through 44 of the second amended complaint state:
*48842. Prior to the scheduled closing of the Purchase Agreement, the limited partners of Pittsburgh Associates met with Mayor Caliguiri. At that meeting, the limited partners informed Mayor Caliguiri that the Pirates’ operating expenses were continuing to rise at a substantial rate and that the economic viability of the team required the City to provide the full $25,000,000 originally committed. The limited partners expressly explained that Pittsburgh Associates could not and would not close the Purchase Agreement without the City’s commitment to provide the remaining $5,000,000 on an unconditional basis.
43. In response, Mayor Caliguiri promised Pittsburgh Associates that if it agreed to close the Purchase Agreement and purchase the Pirates, the City would unconditionally provide Pittsburgh Associates with additional capital of $5,000,000.
44. In reliance upon that commitment, Pittsburgh Associates purchased the Pittsburgh Pirates.
While it is true, as the majority states, that those contracting with a municipality must inquire into the authority of its officers, and while I agree that such inquiry is relevant on the issue of whether PBI’s reliance was reasonable, in my view the facts alleged here are sufficient to allow a jury to decide the level of inquiry which actually took place and, hence, the reasonableness of the reliance. Certainly in this case on the facts pled, such reliance was reasonable if there was such implied or apparent authority.
With regard to the quasi-contract claim, the majority concludes that because PBI has not directly conferred a benefit on the City, it cannot prevail on this theory. Again, I disagree. The language in J.A. & W.A. Hess, Inc. v. Hazle Township, 484 Pa. 628, 400 A.2d 1277 (1979), quoted by the majority says that the party who has conferred benefits may recover compensation. The case does not say that the party conferring the benefits must confer them directly. What purpose does it serve to quibble over whether the benefits were conferred on the City by the Pirates’ fans, or by PBI? What is abundantly clear is that except for PBI, the Pirates’ *489fans would not have been able to purchase tickets, baseball memorabilia or other goods and services attendant to their support of the team’s endeavors. Nor could the City itself resonate with civic pride over having a professional baseball team carry its name in the major leagues. The majority correctly notes that the theory of quantum merit is rooted in justice. If the City, and its commercial sector would be permitted to reap enormous benefits without living up to its part of the bargain merely because PBI’s conference of those benefits upon it is indirect, it would be, in my view, a gross miscarriage of justice.
The complaint in this case is well pled. The allegations are compelling. PBI deserves its day in court. Consequently, I would reverse the trial court’s ruling on the counts pertaining to promissory estoppel and quasi-contract and remand for further proceedings.