(This syllabus is not part of the opinion of the Court. It has been prepared by the Office of the Clerk for
the convenience of the reader. It has been neither reviewed nor approved by the Supreme Court. Please
note that, in the interests of brevity, portions of any opinion may not have been summarized).
(NOTE: This Court wrote no full opinion in this case. Rather, the Court's affirmance of the Judgment of the Appellate Division is based substantially on the reasons expressed in JUDGE D'ANNUNZIO'S opinion below.)
Argued October 27, 1998 -- Decided December 2, 1998
PER CURIAM
The matter before the Court concerns a contract between Ranchlands, Inc. and Berkeley Holding,
Inc., (collectively, Ranchlands) as buyers, and the Stafford Township Industrial Commission (Commission), as
sellers. Ranchlands intended to use the land as a center for the recycling of tree stumps, asphalt and
concrete. Pinelands Recycling, Inc. was to operate the recycling center. The Commission did not own the
land; it was owned by the Township of Stafford (Township), which was not a party to this contract. The last
paragraph of the contract provided that performance by the Commission was contingent on the Commission
obtaining clear title to the property from the Township.
The Township's governing body adopted a resolution, on August 6, 1996, determining that it would
not transfer title to the Commission because of certain environmental concerns raised by the Township's
Environmental Commission. Ranchland's sued the Township, contending that the contract with the
Commission bound the Township's governing body to the contract, especially because of the mayor's
participation.
N.J.S.A. 40:55-1 to -10 authorizes the creation of municipal industrial commissions. Under that
statute, the mayor is an ex officio member of the commission, but has no voting privileges. The Commission
has the power to sue, be sued, and enter into contracts. The Commission also has the power to solicit
industries to purchase or lease vacant property in the municipality and to acquire title to vacant land for the
purpose of resale or lease to industries. N.J.S.A. 40:55-8.1 (Section 8.1) requires the Commission to notify
the mayor of any contract for the sale of real estate. The mayor has ten days from that notification to veto
the transaction. One of the factors the mayor in exercising veto power is whether the action is
environmentally compatible with the community.
The Law Division found in favor of Ranchlands, concluding that the Township was estopped from
refusing to convey the lands to the Commission. The Township appealed to the Appellate Division, which
reversed the decision of the lower court, holding that the Commission's agreement to convey land on
obtaining title from the Township did not bind the Township and that the Township was not estopped from
refusing to convey land to the Commission.
In reaching its conclusion, the Appellate Division reasoned that, under N.J.S.A. 40:55-10 (Section
10), the creation of the Commission did not limit the Township's right to deal with its vacant lands. The
Appellate Division agreed with the trial court that the contract did not bind the Township, regardless of the
mayor's participation. The Appellate Division did not agree, however, that the Township was estopped from
declining to convey title to the property. According to the court's opinion, the doctrine of equitable estoppel
is rarely invoked against a governmental entity, particularly when estoppel would interfere with essential
governmental functions. Nonetheless, equitable estoppel may be applied against a municipality where the
interests of justice, morality and common fairness clearly require it. The Appellate Division was persuaded
that the circumstances in this case did not justify estoppel. Ranchlands was subject to a variety of approval
contingencies as well as the contingency requiring transfer of title from the Township. Ranchlands had to
know of the risk of an adverse legislative vote, especially when contracting with an entity that did not own the
land. Ranchlands had no enforceable expectation that the full governing body would adopt the ordinance
transferring title to the property.
The Appellate Division also noted that Ranchlands was aware that the community had
environmental concerns regarding the recycling center. Finally, the Appellate Division found this case
factually distinguishable from those cases where estoppel was applicable. Here, the governing body took no
official action on which Ranchlands could reasonably have relied. Only the Commission took such action
and, according to Section 10, the Commission's action cannot bind the municipality.
HELD: Judgment of the Appellate Division is affirmed for the reasons expressed in Judge D'Annunzio's
written opinion. Stafford Township was not bound by the Industrial Commission's agreement to
convey land to Ranchlands, Inc. on obtaining title from the Township and the Township was not
estopped from refusing to convey land to the Commission.
Judgment of the Appellate Division is AFFIRMED.
CHIEF JUSTICE PORITZ and JUSTICES HANDLER, POLLOCK, O'HERN, GARIBALDI,
STEIN, and COLEMAN join in this PER CURIAM opinion.
SUPREME COURT OF NEW JERSEY
A-
173 September Term 1997
RANCHLANDS, INC., BERKELEY HOLDING,
INC., and PINELANDS RECYCLING,
INC., New Jersey Corporations,
Plaintiffs-Appellants,
v.
TOWNSHIP OF STAFFORD, STAFFORD
TOWNSHIP PLANNING BOARD and THE
INDUSTRIAL COMMISSION OF THE
TOWNSHIP OF STAFFORD,
Defendants-Respondents.
Argued October 27, 1998 -- Decided December 2, 1998
On certification to the Superior Court,
Appellate Division, whose opinion is reported
at
305 N.J. Super. 528 (1997).
Paul H. Schneider argued the cause for
appellants (Giordano, Halleran & Ciesla,
attorneys; Michael J. Gross, of counsel).
Thomas E. Monahan argued the cause for
respondents Township of Stafford and
Industrial Commission of the Township of
Stafford (Gilmore & Monahan, attorneys; Jean
K. Cipriani, on the brief).
Bradley W. Henson, Sr., argued the cause for
respondent Stafford Township Planning Board.
PER CURIAM
The judgment is affirmed, substantially for the reasons
expressed in Judge D'Annunzio's opinion of the Appellate
Division, reported at
305 N.J. Super. 528 (1997).
CHIEF JUSTICE PORITZ and JUSTICES HANDLER, POLLOCK, O'HERN,
GARIBALDI, STEIN, and COLEMAN join in this PER CURIAM opinion.
NO. A-173 SEPTEMBER TERM 1997
ON APPEAL FROM
ON CERTIFICATION TO Appellate Division, Superior Court
RANCHLANDS, INC., et al.,
Plaintiffs-Appellants,
v.
TOWNSHIP OF STAFFORD, et al.,
Defendants-Respondents.
DECIDED December 2, 1998
Chief Justice Poritz PRESIDING
OPINION BY PER CURIAM
CONCURRING OPINION BY
DISSENTING OPINION BY