Court of Appeals of Missouri, Eastern District, First Division
MICHAEL J. BALLMAN and RANDY L. SANDERS, Appellants,
O'FALLON FIRE PROTECTION DISTRICT, Respondent
Appeal from the Circuit Court of St. Charles County. Hon. Ted House.
Steve Koslovsky, St. Louis, MO, for appellant.
Paul Martin, St. Charles, MO, for respondent.
CLIFFORD H. AHRENS, Judge. Lawrence E. Mooney, P. J., concurs. Lisa Van Amburg, J., concurs.
CLIFFORD H. AHRENS, Judge
Michael Ballman and Randy Sanders appeal the trial court's summary judgment in favor of the O'Fallon Fire Protection District after Appellants sought enforcement of their employment agreements with the District. The trial court deemed the agreements and subsequent amendments void and unenforceable due to omissions in authorizing the original agreements in accordance with § 432.070 governing municipal contracts. We affirm.
In 2004, Appellants and the District entered into employment agreements that, among other terms, provided generous severance pay in the event of termination without cause. Ballman as Fire Chief was to receive a year's salary, and Sanders was to receive approximately six months' salary. The District's board of directors discussed these agreements in several meetings prior to execution, and two of the three directors would later testify that they approved the agreements and authorized the chairman to execute them. But the minutes of those meetings contain no formal board vote to that effect. Nevertheless, the chairman executed the agreements and the parties considered them binding. In 2011, Appellants and the District entered into amendments modifying the Appellants' duties and compensation under the original 2004 agreements. The amendments specify that, aside from those modifications, " [a]ll other portions of the  Agreement not herein amended shall remain in full force and effect." The District's board approved the key changes by a formal vote recorded in the minutes.
In late 2013, the District notified Appellants that it would not renew their agreements and Appellants would become at-will employees, thereby eliminating their severance packages. Appellants then filed a petition for declaratory judgment to enforce their rights under the agreements. The District responded disclaiming liability in that the agreements (including the 2011 amendments) were void for lack of formal authorization as required by § 432.070 RSMo. The trial court heard the parties on cross-motions for summary judgment and found in favor of the District.
Appellants assert that: (1) the 2004 agreements weren't void because (a) they were referenced in board meeting minutes preceding execution and members attested to their approval and (b) the District should be estopped from denying their validity; and alternatively (2) even if the 2004 agreements were void, the 2011 amendments incorporating them by reference were properly authorized and render their terms enforceable.
Standard of Review
The right to summary judgment is solely an issue of law that does not require any deference to the trial court. City of St. Louis v. State,382 S.W.3d 905, 910 (Mo. 2012). An appellate court reviews the grant of summary judgment de novo, reviewing the record in the light most favorable to the party against whom it was entered ...