City of Scranton v. Heffler, Radetich & Saitta, LLP

871 A.2d 875, 2005 Pa. Commw. LEXIS 161
CourtCommonwealth Court of Pennsylvania
DecidedApril 4, 2005
StatusPublished
Cited by10 cases

This text of 871 A.2d 875 (City of Scranton v. Heffler, Radetich & Saitta, LLP) is published on Counsel Stack Legal Research, covering Commonwealth Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
City of Scranton v. Heffler, Radetich & Saitta, LLP, 871 A.2d 875, 2005 Pa. Commw. LEXIS 161 (Pa. Ct. App. 2005).

Opinions

OPINION BY

Senior Judge McCLOSKEY.

Heffler, Radetich & Saitta, LLP and Solutions for Management, Inc. (hereafter Appellants) appeal from an order of the Court of Common Pleas of Lackawanna County (trial court), denying them motion for summary judgment and providing that Appellants and the City of Scranton (the City) shall not proceed with arbitration before the American Arbitration Association. We now affirm.

On September 4, 2001, James P. Connors, then Mayor of the City, signed an agreement with Appellants, engaging them to perform an analysis/audit of the insurance claims paid by the City through its medical insurance carrier, Blue Cross, over the past five years. This agreement was entitled “City of Scranton Term Sheet Insurance Engagement” and had been previously executed by officials from Appellants’ respective businesses.1 The purpose of this agreement was to identify any medical claims processed and paid through the City’s Blue Cross coverage that should have been paid by other insurance carriers, such as workers’ compensation carriers or automobile insurance carriers, or by individuals themselves. This agreement required the City to obtain and make available to Appellants numerous employee records, including personnel records, employee schedules, Blue Cross payment information and claim forms, schedules of workers’ compensation claims and physician records.

The agreement indicated that Appellants would provide the City with detailed schedules of amounts they identified as claims that were improperly charged as Blue Cross medical claims. In return, the City was obligated to request repayment for these claims in excess of $1,000.00 and take all appropriate legal steps to collect these amounts. The City was responsible for all costs and attorney fees associated with its collection efforts. The City was further obligated to forward to Appellants 33.3% of the amounts collected or offset from future or existing invoices from Blue Cross, other insurance carriers or individuals. Appellants were also entitled to receive reimbursement from the City for reasonable travel, lodging and out-of-pocket expenses.2 Finally, the last provision of the agreement provided that both parties agreed to binding arbitration in lieu of any other legal remedy.

In January of 2002, Mayor Connors’ administration was replaced by that of newly-elected Mayor Chris Doherty. Appellants’ representatives apparently met with Mayor Doherty and members of his new administration on January 25, 2002. At this meeting, Appellants presented the Mayor with a preliminary report as to the [878]*878ongoing audit as well as an analysis of the insurance claims improperly paid by the City through Blue Cross from 1999 to 2000. Nevertheless, subsequent to this meeting, Appellants allege that the Mayor and/or his representatives began to cancel meetings and failed to return phone calls. On April 22, 2002, in accordance with the last provision of the agreement, Appellants filed a demand for arbitration with the American Arbitration Association alleging a breach of contract on the part of the City.

On May 9, 2002, the City filed a petition for rule to show cause with the trial court alleging that the agreement signed by then-Mayor Connors was invalid and unenforceable as it was not approved in accordance with Sections 6 — 14(C) and (D) of the City’s Administrative Code. These Sections require that all professional service contracts be approved by City Council, reviewed and approved by the City Solicitor and signed by the Mayor and the Control- ■ ler as attested to by the City Clerk. The City indicated that with the exception of the Mayor’s signature, no other procedural requirements were followed. As the agreement was invalid and unenforceable, the City alleged that it was not required to submit to arbitration with Appellants.

The trial court issued an order dated May 9, 2002, granting the City’s petition and issuing a rule to show cause upon Appellants. The trial court directed Appellants to file an answer to the City’s petition within ten days and directed both parties to complete discovery within forty-five days. Appellants filed an answer to the City’s petition admitting that the agreement was only signed by its representatives and Mayor Connors. However, Appellants alleged that the agreement had been subsequently approved, ratified and endorsed by all required City officials, agents and representatives. Appellants also alleged that the enforceability of the agreement should be decided by an arbitrator and not the trial court.

Appellants included new matter reiterating their allegations that the dispute should be decided by an arbitrator and that the agreement was approved, ratified and endorsed by all required City officials, agents and representatives. Further, Appellants alleged that the City’s Administrative Code did not cover the parties’ agreement to arbitrate and that the City was barred by the doctrine of ratification, judicial estoppel, equitable estoppel and laches from asserting the Mayor’s lack of authority to bind the City or that the agreement was not enforceable. Appellants later filed a motion for summary judgment, seeking an order directing the City to proceed with them to arbitration before the American Arbitration Association. Appellants filed a brief with numerous exhibits, including numerous letters between representatives of Appellant and representatives of the City. The City thereafter filed an answer and brief in opposition to Appellants’ motion.

Ultimately, the trial court issued an opinion and order dated July 20, 2004, denying Appellants’ motion for summary judgment and providing that Appellants and the City shall not proceed with arbitration before the American Arbitration Association. In its opinion, the trial court cited to the specific procedures required for the City to enter into a valid contract, which Appellants admit were not followed in this case. The trial court noted that these procedures exist to “protect the citizens and taxpayers of the City of Scranton from ill-considered contracts, and to prevent collusion, favoritism and fraud.” (Opinion of Trial Court at 8). The trial court also noted that because it was a court’s responsibility to determine whether a valid agreement to arbitrate existed, it, [879]*879not the arbitrator, should decide whether the contract itself was valid.

As to Appellants’ arguments concerning ratification and estoppel, the trial court first noted that those who contract with a municipality do so at their own peril and must inquire into the powers of the municipality and its agents to enter into contracts. See Alco Parking Corporation v. Public Parking Authority of Pittsburgh, 706 A.2d 343 (Pa.Super.1998), petitions for allowance of appeal denied, 555 Pa. 725, 725 A.2d 178 (1998) and 555 Pa. 731, 725 A.2d 182 (1998). The trial court also noted that even if a municipality’s actions coincide with the terms of an unenforceable agreement that was not properly executed, such actions cannot be deemed to ratify the agreement and make it enforceable. See Davis, Murphy, Niemiec and Smith v. McNett, 665 A.2d 1322 (Pa.Cmwlth.1995), petition for allowance of appeal denied, 543 Pa. 718, 672 A.2d 310 (1996). For the same reasons, the trial court indicated that promissory estoppel does not generally apply to illegal agreements with a municipality.

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City of Scranton v. Heffler, Radetich & Saitta, LLP
871 A.2d 875 (Commonwealth Court of Pennsylvania, 2005)

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Bluebook (online)
871 A.2d 875, 2005 Pa. Commw. LEXIS 161, Counsel Stack Legal Research, https://law.counselstack.com/opinion/city-of-scranton-v-heffler-radetich-saitta-llp-pacommwct-2005.