Scott v. Philadelphia Parking Authority

Dissenting Opinion by

Me. Justice Bell :

On April 23, 1952 the Philadelphia Parking Authority entered into a written contract with Scott to employ him as its managing director for a term of three years at a salary of $10,000 a year. As the majority opinion states “On September 23, 1953, having determined that the $10,000 annual salary was not commensurate with the responsibility the appellee had been obliged to assume, the then members of the Authority unanimously resolved to offer appellee a new *160 contract of employment for a term of three years at an annual salary of $15,000, to be effective September 1, 1953. The offer was accepted by the appellee [Scott]. The three year term included therein extended beyond the appointed term of office of every member then on the Authority. . . .” The Court below, finding the agreement “to be fair, just and reasonable, prompted by the necessities of the situation [and] advantageous to the municipality at the time it was entered into,” entered judgment for 'Scott. We note parenthetically that these findings are unchallenged and have been accepted by the parties and by this Court.

While Scott’s three year contract extended beyond the appointed term of the then members of the Authority, the new members of the Authority continued to employ Scott (by unanimous vote) as managing director of the Authority at a salary of $10,000 a year, without prejudice to his right to sue for the difference in salary. As Judge Chudoff, in a very able opinion in which, inter alia, he correctly distinguished Mitchell v. Chester Housing Authority, 389 Pa. 314 , 132 A. 2d 873 , pertinently said: “. . . this is not a case of an attempt [as it was in the Mitchell case] by the Board in September of 1953 to enter into a contract which would limit the discretion or hamstring the policies of future boards. . . . The members of the successor board * found Scott wholly acceptable to them and retained his services for more than three years following their entry into office . . . and paid him a salary of $10,000 a year for his services as managing director.”

There is not the slightest doubt that in the business world and in equity and good morals Scott was entitled to his annual salary of $15,000 in accordance with his contract with the Authority — does the law governing this Authority prohibit this contract?

*161 The majority has reversed the judgment of the lower Court and has held the written contract of the Authority to be invalid solely because the Authority lacked the power to employ Scott for a fixed term * — it could employ him only at will. With this conclusion and with the reasoning and the basic philosophy of the majority’s opinion I am in complete disagreement.

The Act of June 5, 1947, as amended May 9, 1949, P. L. 969, known as the Parking Authority Law, grants to the Authority, inter alia, the power and authority “Section 5. Purposes and Powers; General. ... (b) (7) To appoint officers, agents, employees and servants; to prescribe their duties and to fix their compensa tionand the power and authority “(10) To make contracts of every name and nature, and to execute all instruments necessary or convenient for the carrying on of its business.” There are no standards or qualifications for employees, and there are no other standards or requisites for contracts.

It is difficult to imagine language which could more clearly authorize, encompass and include this contract unless the right to employ by contract a managing director for a fixed period of years was expressly and specifically granted in the Act — something which occurs perhaps once or twice in a thousand times. Scott was an employee of the Authority, and the Authority is expressly empowered to appoint employees and officers and to fix their compensation. Moreover, we repeat, the Authority is authorized and empowered by the legislature in the broadest all-inclusive language “to make contracts of every name and nature . . . nec *162 essafy or convenient for the carrying on of its business.” There is no provision or language in the Act which qualifies or limits these broad and pertinent powers!

It is crystal clear, at least to me, (1) that the legislature expressly and without any doubt authorized the Authority, to make this contract with Scott, and (2) that the contract as the Courts found (a) was fair and reasonable, (b) was advantageous to the public, and (c) was required by the necessities of the situation. These, are the important and vital factors which distinguish this case from the cases cited in the majority opinion.

Where, as here, the Statute authorizes such a contract, or even where the Statute is silent on the subject, if the contract is m'ade in good faith, is fair, reasonable, and is advantageous to the employer at the time it was made, it will be sustained even though it extends beyond the term of the appointing Board: * Horvat v. Jenkins Township School District, 337 Pa. 193 , 10 A. 2d 390 (1940); Beloff v. Margiotti, 328 Pa. 432 , 197 A. 223 (1938); Light v. Lebanon County, 292 Pa. 494 , 141 A. 291 (1928). See to the same effect Denio v. Huntington Beach, 22 Cal. 2d 580 , 140 P. 2d 392 ; ** Madison County Fiscal Ct. v. Cotton, 273 Ky. *163 508 , 117 S.W. 2d 201 ; Aslin v. Stoddard County, 341 Mo. 138 , 106 S.W. 2d 472 ; J. N. McCammon, Inc. v. Stephens County, 127 Tex. 49 , 89 S.W. 2d 984 .

This opinion could end here were it not for the reasoning and the basic philosophy expressed in the majority opinion. The majority opinion attempts to justify its decision by declaring (1) that this contract is a case of “tenure in public employment” equivalent to the tenure in the Civil Service Acts and the Teacher Tenure Acts, and (2) that it is for the public good that the highest employees and officers of an important public body can be employed only at will and must be subject to summary dismissal at any time a politician desires. This may be good politics, but it certainly makes for less efficient government and it certainly is not in the public interest! After the majority’s decision and philosophy become known, why would any man of ability and experience accept, or leave a good job to accept an important job or enter into a contract with a State or municipal or other governmental Authority in Pennsylvania (or similar body of which there are hundreds) for a fixed term of two or three or more years when the agreement is meaningless, and in spite of its clear covenants he can be dismissed at will? Isn’t it clear that the decision mid the philosophy expressed in the majority opinion will preclude this and hundreds of similar public bodies from obtaining highly qualified personnel for important positions, and, by eliminating job security and even short term contracts, will not only stultify the purposes and objectives of these public; bodies, but will grievously prejudice their successful operation as well as a sale of their bonds!

*164 The majority opinion attempts to justify its conclusion (1) by, in effect, ignoring the provisions of the Parking Authority Law and (2) by analogizing and equating this three year contract with tenure under the Civil Service and the Teacher Tenure Acts. It is not even necessary to glance at the Teacher Tenure Acts or the Civil Service Acts to realize that a contract of employment for three years, without anything more, is as different from “tenure” in those Acts as day is from night. This is apparent from the majority opinion itself, which summarizes those Acts as “set[ing] forth in great detail the minimal requirements an employee must meet in order to secure initially government employment, the standards for advancement of such an employee, job classifications for remunerative purposes and the requisites for discharge.” There are no such provisions in the Parking Authority Law.

The (Philadelphia) Parking Authority Law empowers, as we have seen, the Authority in two short sentences to appoint employees and fix their compensation and to make contracts which are convenient and necessary. To equate Scott’s contract for a three year period with the tenure provided in voluminous and minute detail in the Teacher Tenure Acts and the Civil Service Acts is as farfetched as comparing and equating a little hill with Mt. Blanc.

I would affirm the judgment of the Court below.

Italics throughout, ours.

Tho majority opinion held that the issue did not turn on whether the contract was invalid because it extended beyond the term of a majority or all of 1he members of the Authority, and hence did not discuss this phase of the ease. Scott was an employee and not an appointed officer, within the meaning of Article VI, §4 of the Constitution.

If the contract was made for political reasons, or not in good faith, it will not be sustained: Mitchell v. Chester Housing Authority, 389 Pa. 314, 328 , 132 A. 2d 873 (1957); Moore v. Luzerne County, 262 Pa. 216 , 105 A. 94 (1918); McCormick v. Hanover Township, 246 Pa. 169 , 92 A. 195 (1914).

Wherein Mr. Justice Schatjer, speaking for the Court said: “It is our opinion, however, that the law is settled in California that a contract made by the council or other governing body of a municipality, which contract appears to have been fair, just and reasonable at the time of its execution, and prompted by the necessities of the situation or in its nature advantageous to the municipality at the time it was entered into, is neither void nor voidable merely because some of its executory features may extend *163 beyond tbe terms of office of the members of such body. In the absence of some other ground of avoidance, such a contract is binding' upon the municipality and may not be summarily canceled by a successor council. [Citing many cases].”