On appeal from the Superior Court of New Jersey, Law Division, Ocean County.
Approved for Publication November 20, 1997.
Before Judges D'Annunzio, A.a. Rodriguez and Coburn The opinion of the court was delivered by D'annunzio, J.A.D.
The opinion of the court was delivered by: D'annunzio
The opinion of the court was delivered by
The Township of Stafford (Township) appeals from a judgment dated January 30, 1997 which states that "Judgment is entered in [favor] of the Plaintiffs pursuant to the written Decision of the Court, dated January 16, 1997." In the referenced decision, the court determined that the Township was estopped from refusing to convey certain lands to the Township's Industrial Commission (Commission). The court stated that the "municipality shall cause the appropriate resolutions and ordinances, if required, to be adopted and that the premises in question be conveyed to the Industrial Commission for subsequent conveyance to the plaintiffs."
In its decision, the court appears to have ruled that the Township was not bound in law to transfer title to the Commission; thus, it relied on a theory of estoppel. Plaintiffs have filed a cross-appeal "solely as to the ruling, in favor of Defendant, Township of Stafford, that it is not legally bound to convey Township owned property" to the Commission.
This dispute arises out of a contract between plaintiffs, Ranchlands, Inc. and Berkeley Holding, Inc., as buyers, and the Commission, as seller. The buyers intended to use the land as a center for the recycling of tree stumps, asphalt and concrete, to be operated by plaintiff, Pinelands Recycling, Inc. The Commission did not own the land; it was owned by the Township, which was not a party to the contract. The last paragraph of the contract stated:
31. CONTINGENCY UPON SELLER OBTAINING TITLE. Performance of this Contract by the Seller is contingent upon the Seller obtaining clear title to the subject property from the Township of Stafford.
The Township's governing body adopted a resolution on August 6, 1996 determining that it would not transfer title to the Commission. The resolution mentioned as a reason environmental concerns raised by the Township's Environmental Commission. The Environmental Commission expressed those concerns in a letter dated February 2, 1996. Those concerns included air quality degradation because of dust, estimated to be twenty-two tons of dust per day; noise; storm water runoff; aesthetics; and traffic concerns due to seventy to ninety "tandem trailers per day."
Plaintiffs contend that the contract with the Commission bound the Township's governing body because of the mayor's participation, especially the mayor's conditional veto of the contract pursuant to N.J.S.A. 40:55B-8.1.
The statute authorizing the creation of municipal industrial commissions, N.J.S.A. 40:55B-1 to 10, was adopted in 1936. A member of a municipal governing body may not be a member of a commission, but the mayor "shall be ex officio a member thereof, but he shall not have voting privileges." N.J.S.A. 40:55B-5. A commission has the power to sue and be sued and to enter into contracts. N.J.S.A. 40:55B-7a and e. It also has the power "to solicit the several industries to purchase or lease the vacant lands and property of or in the municipality" and "to acquire title to vacant land owned by the municipality for the purpose of resale or lease to industries . . . ." N.J.S.A. 40:55B-8e and g.
N.J.S.A. 40:55B-8.1 requires a commission to notify the mayor of any contract for the sale of real estate. The mayor has the power to veto the transaction, which must be exercised within ten days after receiving the notice. Ibid. One of the factors a mayor must consider with regard to the veto power is whether ...