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CC_Minutes_2003_0203
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Roseville City Council
Document Type
Council Minutes
Meeting Date
2/3/2003
Meeting Type
Regular
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<br /> <br />January 27, 2003 <br />Page 3 <br /> <br />Thus, the City Council may have the power to change the designation so long as it does not <br />have a contract with the Pioneer Press. This supposition raises the question of whether, by accepting <br />the offer of the Pioneer Press, the City Council formed a contract. This issue was neither presented to, <br />nor addressed by, the Attorney General in the 1962 opinion. <br /> <br />Under basic principles of contract formation, a contract is formed when a party <br />solicits offers, a second party makes an offer in response to the solicitation, the first party accepts <br />that offer. Mere negotiations for a contract do not constitute a contract in themselves. 451 Corp. v. <br />Pension System, 310 N.W.2d 922 (Minn. 1981). But a party can accept a contract either by <br />communicating directly to the offerors or by words or actions put into a form which is in fact <br />communicated to the offeror before revocation. Id. It is enough to form a contract merely if the <br />offeror receives notification of the offeree's acceptance. Id. Whether a contract is formed isjudged by <br />the objective conduct of the parties and not their subjective intent. Gresser v. Hotzler, 604 N.W.2d 379 <br />(Minn. App. 2000). <br /> <br />There is some authority for the proposition that action by govenling body of a government <br />entity may constitute acceptance of a contract. For example, in 451 Corp. the Minnesota Supreme <br />Court concluded that a resolution by the board of trustees of the City of Detroit's public pension fund <br />could constitute acceptance of a proposed nlortgage contract because the terms of the resolution were <br />definite the resolution declared board's resolve to the 310 N. W .2d at <br />924. The same logic applies here: the City Council's motion of January 6,2003, comlTIunicated a <br />definite acceptance of the Pioneer Press's offer. Further, the motion did not place any conditions on <br />the City Council's acceptance besides a condition that was already part of the original solicitation, that <br />is, that the newspaper meet the qualifications of Minnesota Statutes section 331A.Ol. Compare Id. <br />(where board action did not give rise to a contract because its acceptance was nlade pursuant to the <br />additional condition of approval by counsel). <br /> <br />If a contract was indeed fomled by the City Council's motion of January 6, and the City <br />Council nevertheless changes the designation, the Pioneer Press could sue for breach of contract, <br />seeking a range of remedies. These could include recovery of any damages incurred as a result of the <br />breech or "specific performance," that is, a requirement that the City Council honor the contract with <br />the Pioneer Press. While the Pioneer Press ITIay not, ultimately, prevail in such an action, the cost of <br />defending against such a lawsuit could be significant. <br /> <br />B. <br /> <br /> <br />if a contract has not been formed, the Pioneer Press may also have a valid claim that a <br />change in designation would violate its due process rights under the U.S. Constitution. <br /> <br />The Due Process Clause of the U.S. Constitution creates both substantive and procedural rights. <br />The former type of right is not at issue here; substantive due process requires an egregious set of facts <br />to support a clainl. 846 F.2d 469 (8th Cir. 1987) (explaining that in order <br />to be so egregious as to call question substantive due process, the city's action would have to be <br />based on something as arbitrary as a coin flip). Procedural process, however, deals with basic <br />concepts of fairness. city violates a party's procedural due process rights if it deprives that party of a <br />liberty or property interest to which it has a legitimate clainl of entitlement. L&H Sanitation, Inc. v. <br />
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