Telephone and internet services company, which had entered into three-year contracts with prior county board of supervisors, brought breach of contract action against county and moved for judgment on the pleadings after county terminated contracts before end of terms.
The Circuit Court denied motion and dismissed complaint with prejudice. Company appealed.
The Supreme Court held that:
- Law on successor boards prevented company from enforcing early-termination clauses, and
- Supreme Court would decline to review unjust enrichment and quantum meruit claims.
Law on successor boards, which generally prohibited predecessor boards of supervisors from binding successor boards by contract, prevented telephone and internet services company from enforcing early-termination clauses of three-year contracts into which it had entered with county board of supervisors, after successor board terminated contracts before end of terms, even though company argued that early-termination fee was due before contract was voided, given that termination notice sent by county, 13 days before termination date, made fee due immediately; plain language of contract indicated that, if customer terminated prior to expiration of term, company would charge remaining service fees due immediately, and termination fee would not be effective until termination.
Supreme Court would decline to review unjust enrichment and quantum meruit claims raised by telephone and internet services company, in breach of contract action brought against county, arising from county’s failure to pay early-termination fees for contracts into which it had entered with company; company did not raise unjust enrichment and quantum meruit issues at any time prior to appeal, and reversing trial court’s judgment based on claims that were not part of pleadings would have chilling effect of depriving trial court of opportunity to first rule on issue, and then depriving Supreme Court of opportunity to perform appellate review by utilizing appropriate standard of review of trial court’s ruling.