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STATE OF MICHIGAN COURT OF APPEALS

KEN STACK and TOTAL GOLF SERVICES, INC., Plaintiffs-Appellees, v CITY OF ROYAL OAK, Defendant-Appellant.

UNPUBLISHED March 3, 2009

No. 281294 Oakland Circuit Court LC No. 2005-065701-NI

Before: Jansen, P.J., and Meter and Fort Hood, JJ. PER CURIAM. Defendant appeals as of right from a judgment entered in favor of plaintiffs Ken Stack and Total Golf Services, Inc.,1 following a jury trial. We affirm. On March 16, 1998, plaintiff entered into two contracts with defendant to serve as superintendent and manager of defendant's two golf courses, the Normandy Oaks Golf Course and the Royal Oak Golf Course. In December 2000, defendant's city commission voted to extend plaintiff's contracts for a two-year period and adjusted the salary rate to include a cost of living increase, not to exceed five percent. In September 2002, defendant's city commission approved a five-year extension of the contracts. This resolution, preserved in the meeting minutes, further provided that the city attorney was "authorized to prepare an addendum to extend the current contract and the Mayor and City Clerk are authorized to execute same." However, the city attorney never prepared an addendum, and plaintiff was removed from the positions before the expiration of the five-year extension. Consequently, plaintiffs filed a complaint seeking damages for breach of contract, alleging that the contracts could not be terminated unless defendant demonstrated just cause. Defendant moved for summary disposition, asserting that contracts involving municipalities were unenforceable unless placed in writing, and the extensions were never reduced to writing. The trial court denied the motion, holding that: (1) defendant had not identified any authority for the proposition that extensions to employment contracts must be in writing; (2) if a writing were required, defendant's adoption of the published minutes constituted a sufficient, binding writing; and (3) the offer of employment

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As used in this opinion, the singular term "plaintiff" is used to refer to plaintiff Ken Stack only.

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was accepted by performance. At trial, the judge instructed the jury that there was a contract, but the issue of breach and damages was submitted to the jury.2 The jury ruled in favor of plaintiffs, and defendant appeals as of right. Defendant first argues that the trial court erred in denying its motion for summary disposition on plaintiffs' breach of contract claim. We disagree. A trial court's decision on a motion for summary disposition is reviewed de novo on the entire record to determine whether the prevailing party was entitled to judgment as a matter of law. Maiden v Rozwood, 461 Mich 109, 118; 597 NW2d 817 (1999). Additionally, the issue of the existence and interpretation of a contract also presents a question of law reviewed de novo. Kloian v Domino's Pizza, LLC, 273 Mich App 449, 452; 733 NW2d 766 (2006). When reviewing a motion brought under MCR 2.116(C)(10), the court must examine the documentary evidence presented below and, drawing all reasonable inferences in favor of the nonmoving party, determine whether a genuine issue of material fact exists. Quinto v Cross & Peters Co, 451 Mich 358, 361-362; 547 NW2d 314 (1996). Although defendant asserts that a municipal contract must be in writing, it fails to cite any Michigan authority in support of this claim. In Michigan, the legislative branch has the power to contract. See Taxpayers of Michigan Against Casinos v State of Michigan, 478 Mich 99, 109; 732 NW2d 487 (2007). "Generally, no other officer or board, other than the common council, has the power to bind the municipal corporation by contract." Manning v City of Hazel Park, 202 Mich App 685, 691; 509 NW2d 874 (1993). The empowering document governing municipal officers is customarily the city charter. Id. Chapter 3,

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Michigan Law