Opinion
No. 1-759 / 00-1045.
Filed March 27, 2002.
Appeal from the Iowa District Court for Butler County, JOHN S. MACKEY, Judge.
Plaintiffs appeal contending a contract to sell real estate to defendant library not approved by defendant city council is enforceable. The district court found otherwise. AFFIRMED.
Ronald J. Pepples, Parkersburg, for appellants.
Patrick G. Vickers of Vickers Law Office, Greene, for appellees.
Heard by SACKETT, C.J., and ZIMMER and VAITHESWARAN, JJ.
The question in this appeal is whether a contract made by a city library board to buy real estate is enforceable if it was not approved by the city council. Plaintiffs-appellants William W. Nolte and Kathleen R. Nolte as sellers sued for specific performance of a contract which was signed by the president of defendant-appellee Brown Memorial Library and indicated the library board's approval to buy real estate owned by plaintiffs. The library is an administrative agency of defendant-appellee City of Dumont. The district court dismissed plaintiffs' suit, finding the contract was not approved by the city and was consequently void. Plaintiffs contend the contract was not void and seek specific performance of that contract. We affirm.
This is a suit for specific performance of a real estate contract. As such, it is an equitable action and our review is de novo. See Breitbach v. Christenson, 541 N.W.2d 840, 843 (Iowa 1995); Krotz v Sattler, 586 N.W.2d 336, 338 (Iowa 1998); Iowa R. App. P. 6.4.
The relevant facts are straightforward and basically without dispute. At a meeting of the library trustee board on January 6, 1998, the trustees approved the purchase of the Noltes' lot, which was located in the city of Dumont. The minutes reflect that the plaintiffs wanted $10,000 for the lot, and that the board president intended to further discuss the sale with the plaintiffs and do what was necessary to purchase the property. Apparently the lot was to serve as the site for a new library. On January 13, 1998 the library board president, on behalf of the library, signed a contract to purchase the lot from the plaintiffs for $10,000 with $1,000 down, with the provision that the library be given possession of the real estate upon the signing of the contract. The balance of the purchase price was due upon delivery of a warranty deed and an abstract of title showing plaintiffs possessed a merchantable title. The library made the down payment by making a $100 payment and accepting a $900 gift from the plaintiffs. At the time the library had $17,000 in a savings account, which was confirmed by the city clerk to be money belonging to the library and not to the city.
On January 19, 1998 plaintiffs notified the city clerk that the abstract to the tract was ready for examination and inquired as to where it should be sent. On February 11, 1998 the city council discussed the purchase at a city council meeting but took no action on the purchase. On May 6, 1998 plaintiffs wrote all parties, requesting action. They received no reply. Almost a year later, on April 9, 1999, plaintiffs again wrote the library president but received no satisfactory response. They filed this suit on June 21, 1999.
To determine the issue we first look to Iowa Code section 392.3 (1997), which states, in pertinent part:
Unless otherwise stated in the ordinance establishing the agency, contracts and agreements entered into by administrative agencies are subject to review and approval by the council. . . .
The library board's capacity to bind the city by contract is further governed by Dumont City Ordinance section 17.02(4) (1993), which provides as follows:
Contracts. The Council shall make or authorize the making of all contracts, and no contract shall bind or be obligatory upon the City unless either made by ordinance or resolution adopted by the Council, or reduced to writing and approved by the Council, or expressly authorized by ordinance or resolution adopted by the Council.
To avoid invalidity under Iowa Code section 392.3, plaintiffs need to show the city ordinance establishing the library board authorizes the contract. In order to avoid invalidity under Dumont City Ordinance section 17.02(4), plaintiffs must further show that any such authorization by ordinance is expressly given.
Plaintiffs contend Dumont City Ordinance section 21.05(9) authorizes the library to enter into the contract. This subsection deals, in part, with the powers and duties of the library board. It states:
Expenditures. [The Board shall] have exclusive control of the expenditure of all funds allocated for Library purposes by the Council, and of all moneys available by gift or otherwise for the erection of Library buildings, and of all other moneys belonging to the Library including fines and rentals collected under the rules of the Board.
Nothing in the ordinance above states the library board is expressly authorized to contract for the purchase of real estate without City Council approval. In interpreting city ordinances, general rules of statutory construction apply. Lauridsen v. City of Okoboji Bd. of Adjustment, 554 N.W.2d 541, 543 (Iowa 1996). When construing statutes the court searches for the legislative intent by what the legislature said, rather than what it should or might have said. Richards v. Iowa Dep't. of Revenue, 362 N.W.2d 486, 488 (Iowa 1985).
Plaintiffs argue the language, " . . . and of all moneys available by gift or otherwise for the erection of the Library buildings, . . . " contained in the ordinance supports their position. We disagree. In doing so we look also to Dumont City Ordinance 21.05(6) which states the following with reference to purchases:
Purchases. [The Library Board has the power and duty to] select, or authorize the librarian to select, and make purchases of books, pamphlets, magazines, periodicals, papers, maps, journals, other Library materials, furniture, fixtures, stationery and supplies for the Library within budgetary limits set by the Board.
Nowhere in Dumont City Ordinances is there express language stating that (1) the library board's contracts are not subject to review and approval by the council, see Iowa Code section 392.3, or that (2) the board is authorized to enter into contracts. SeeDumont City Ordinance § 17.02(4). We affirm.
AFFIRMED.