Filed 6/25/14 Office Digital Solutaions Plus v. LA Unif. School Dist. CA2/2 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION TWO

OFFICE DIGITAL SOLUTIONS PLUS, INC.,
Plaintiff and Appellant,

v.

LOS ANGELES UNIFIED SCHOOL DISTRICT et al.,
Defendants and Respondents. B247339
(Los Angeles County Super. Ct. No. BC481157)

APPEAL from a judgment of the Su perior Court of Los Angeles County. Rita Miller, Judge. Affirmed.

Rutan & Tucker, Steven A. Nichols, Ge rard M. Mooney, Eliot M. Houman for Plaintiff and Appellant.

Los Angeles Unified School District O ffice of the General Counsel, David Holmquist, Gregory L. Mc Nair, Sung Yon Lee for Defe ndants and Respondents.

________________ __________________ _________________2 Office Digital Solutions Plus, Inc. (ODSP) delivered new photocopy machines to a public school. Quickly realizing that (1) OD SP is not authorized to supply new copiers and (2) procurement procedures imposed by st ate law were ignored, the school district advised ODSP to “pick up your copiers from the school.” ODSP refused to retrieve its property, then sued for dama ges on multiple theories, including inverse condemnation. The trial court granted summary judgment for the school district. We affirm.
FACTS In June 2011, a school principal in the Los Angeles Unified School District (LAUSD), Martin Sandoval, so ught urgently needed photoc opy machines for Miramonte Elementary School. At Sandoval’s reque st, ODSP presented a proposal to supply copiers. Sandoval declared that ODSP owne r Greg Prescott said th at the company “could provide equipment, and that they were appr oved LAUSD vendors.” Prescott denied that Sandoval asked whether ODSP was an approved LAUSD vendor.
Prescott met with Miramonte’s Title I Coordinator, Guadalupe Castillo, who assured him that “she was responsible for getting the funding” for the copiers, and had funding approval. He added, “I felt confiden t that they had budget approval. She made [it] perfectly clear that she had money and sh e was responsible. That was all taken care of, didn’t have to worry about it.” Castillo to ld Prescott that the sc hool was in a hurry to get the copiers. Castillo declared that she asked if ODSP was an approved vendor, and Prescott answered “yes.” Prescott denied that any personnel at Miramonte asked if ODSP was an approved equipment vendor. LAUSD maintains a list of approved vendo rs. ODSP was a vendor authorized to provide “maintenance services” fo r copiers over five years old. 1 When Principal Sandoval called ODSP to obtain a proposal, he failed to see “the fine print” stating that ODSP is “only a vendor for services, not for l eases and purchases of the copy machines.”

1 Purchasing services manager Jorge Ba llardo testified that LAUSD’s master contract with ODSP for maintenance services expired on June 30, 2011, before the new copiers were delivered.3 ODSP’s proposal did not show that it is an approved lease/purchase provider. Sandoval felt that ODSP offered a good price of $27,500 per year for three years. ODSP’s Prescott testified that his company likes to get “an authorize[d] signature
on the lease documentation which we bring once it’s delivered. We like to do it after the
fact . . . rather than before in case something changes.” Castillo took delivery of ODSP’s machines on July 12 and 19 , 2011. When the last delivery was made, ODSP sales representative Tyler Garcia asked Castillo to have Principal Sandoval sign a document. Sandoval was in a meeting and did not read what he was signing. Sandoval was unaware that it was a lease prepared by ODSP: he thought it was from th e LAUSD procurement department. According to Jorge Ballardo, only LAUSD procurement department employees have authority to enter this type of lease ag reement. Companies th at already do business with LAUSD are aware of this, and other co mpanies “should know how to do business with us.” Nevertheless, Sa ndoval represented to Prescott that he and Castillo were authorized to lease equipment for LAUSD. The ODSP lease signed by Sandoval contains preprinted statements that any documents delivered in co nnection with the lease “have been duly authorized by you in accordance with all applicable laws, rules, ordinances and regulations”; that the signators “have the au thority” to sign and “are acting with the full authorization of your governing body”; and that “you have comp lied fully with all applicable law governing open meetings, public bidding and appropriations required in
connection with th is Agreement.” Prescott believed that Principal Sandoval had “the authority, the proper signature” to approve the lease. A lthough Castillo signed a document entitled “Sales Contract” on July 5, 2011, the document was never signed by ODSP: Prescott testif ied that “I haven’t signed it yet.” On July 27, 2011, Castillo wrote a letter to ODSP “to confirm our acceptance of the Lease Terms.” Sandoval and Castillo were notified by LAUSD that ODSP is not authorized to provide copiers. Castillo promptly contacte d ODSP, and on August 3, 2011, received an e-mail from ODSP employee Samantha Christia nsen, stating, “if the purchase of the4 machines is not approved there will be a 20% re-stocking fee of the price of each machine delivered. In addition, we will need to retrieve the current meters on each machine and every copy generated of each mach ine from the date of delivery will also be charged at $0.0049 per copy. [¶] Please update us ASAP on th is status of this purchase approval.” On August 5, 2011 , Sandoval drafted a memorandum to request after-the-fact approval of a lease with ODSP. However, LAUSD’s procurement policies forbid afterthe-fact purchase orders, and procurement reque sts for over $10,000 in supplies must be approved by the district superintendent. State law requires school districts to competitively bid contracts involving an expenditure of more than $78,900. 2 In early August 2011, a buyer in the LA USD procurement department, Brent Paul, telephoned Greg Prescott to advi se him that Sandoval had no authority to bi nd LAUSD to the lease, and that the laws, rules and re gulations governing LAUSD forbade Miramonte from purchasing goods or services withou t a purchase order approved by the LAUSD
Board of Education. Paul reminded Prescott that ODSP wa s not authorized to lease copiers to LAUSD. He instructed Presco tt to pick up the copiers from the school. Prescott replied that Sandoval held a position of authority at Miramonte and represented to ODSP that he had the authority to bind LA USD to the lease. School staff had used the copiers and diminished their value. Prescott told Brent, “No way I’m going to pick them up. . . . You’ve accepted them. I wasn’t going to touch them.” It is undisputed that on August 9, 2011, Brent Paul sent ODSP an e-mail stating (1) ODSP’s master contract with LAUSD “onl y covers maintenance services on existing copiers more than 5 years old”; (2) ODSP could not deliver go ods until it received a signed purchase order; (3) di strict employees cannot sign ODSP’s contract documents; (4) ODSP should “pick-up your copiers from th e school”; (5) LAUSD is not obligated to

2 The cost of ODSP’s lease was $82,500.5 pay vendors until a purchase order is is sued; and (6) LAUSD will not sign off on a purchase order because ODSP is only au thorized to service old copiers.
ODSP co-owner Jeff Eschelman testified th at his company did not retrieve the copiers after receiving the e-mail because he believed that Gu adalupe Castillo and Principal Sandoval were worki ng to get the matter resolved so that ODSP could get paid. Castillo discouraged him from picking up the machines. Eschelman was expecting to receive the entire contract amount of $82,5 00. In their conversations, Castillo never mentioned that the purchase order was rejected. In a similar vein, Prescott declared that Principal Sandoval assured him at the end of August 2011 that Sandoval was working to resolve the leasing issue and asked for more time. Sandoval did not ask Prescott to retrieve the copiers from the school.
The LAUSD Board of Educa tion did not approve or ratif y a contract or purchase order authorizing ODSP to supply copier ma chines to Miramonte Elementary School. ODSP’s Prescott testified that LAUSD purc hasing manager Jorge Ballardo (or another) may have mentioned—or they may have disc ussed—“that schools are not authorized to sign contracts on behalf of the school district .” Prescott felt that “It wouldn’t matter either way.” Principal Sandoval stated that he tele phoned Prescott in mi d-August 2011, asking him to pick up the copiers, but “he refused,” even though Sandoval o ffered to pay for the
school’s use of the machines. Prescott de nies receiving this call from Sandoval. Sandoval telephoned ODSP in mid-October 20 11 to explain that the company “should not have delivered copiers wit hout an approved purchase or der.” Sandoval and Castillo denied telling anyone at ODSP that Sandoval ha d authority to sign contracts on behalf of
LAUSD. ODSP co-owner Eschel man testified that Principal Sandoval never spoke to him about his authority to sign contracts.
School staff at Miramonte used the ODSP copiers for approximately three months,
until machines arrived from an approved vendor. LAUSD pr ocurement buyer Brent Paul had told Principal Sandoval to continue us ing the ODSP machines, then pay ODSP a restocking fee and for usage of the machines . Sandoval’s supervisor was aware that6 Miramonte was continuing to use the ODSP copiers. Purchasing manager Ballardo (Brent Paul’s supervisor) testified that it wa s improper for the school to continue using the ODSP copiers. LAUSD admits that it knew ODSP expected compensation for the school’s use of ODSP’s copiers.
Miramonte staff ran over one million copies on the ODSP copiers, and obtained from ODSP toner cartridges and other supplies for the copiers. As a result of this usage, the copiers were worth approximately 15 percen t of what ODSP paid to purchase them. ODSP received no compensation from LAUSD for its use of th e copiers, save for $83.51 for copier supplies in September 2011. In November 2011, Miramonte stopped usi ng the ODSP copiers, encased them in shrink wrap and stored them in a restroom. In December 2011, Sandoval sent an e-mail
to ODSP’s co-owner Eschelman stating that “your company engaged in unacceptable and unauthorized procedures [and] was entirely aw are that your company is only a service provider and [ ] not authorized to sell equipm ent to LAUSD schools. You delivered your
machines to our school with out a purchase order number, which is illegal. I signed a contract, believing that it was a form from our procurement office. You are fully aware that Principals do not have the authority to sign contracts for copiers. Your machines are no longer being used, as our machines have arrived.” Sandoval reminded Eschelman that Brent Paul had previously instructed ODSP “to pick up your equipment. ” He added, “I do expect to pay a fair market pri ce for the use of your machines.” Despite meeting with the LAUSD procurem ent department and Miramonte staff in October 2011, ODSP could not get LAUSD to compensate it for the copiers. ODSP never retrieved its copiers from Miramonte.
PROCEDURAL HISTORY ODSP filed a complaint in March 2012. Its amended pleading asserted causes of action for breach of contract; goods sold a nd delivered; unjust enri chment; promissory estoppel; fraud; and inverse condemnation. LAUSD answered. LAUSD sought summary judgment, and ODSP brought a cr oss-motion asking the trial court to summarily adjudicate the inve rse condemnation claim.7 Initially, the court summarily adjudicated plai ntiff’s first five causes of action, and
dismissed Sandoval and Castillo as defendants. It denied th e parties’ cross-motions for summary adjudication of the inverse condemn ation claim. One month later, the court
decided the inverse condemnation claim in favor of LAUSD. On Ma y 14, 2013, the court entered judgment in favor of LAUSD. ODSP appeals.
DISCUSSION 1. Appeal and Review Summary judgment is granted if the pa pers submitted show there is no triable issue as to any material fact and the movi ng party is entitled to judgment as a matter of law. (Code Civ. Proc., § 437c , subd. (c).) A moving defendant must show the existence of a complete defense, or that one or more elements of the plaintiff’s cause of action cannot be proven; the burden then shifts to the plaintiff to show a tria ble issue of material fact. ( Id. , subd. (p)(2).) A judgment entered in favor of the de fendant is appealable. ( Id., subd. (m)(1).) We review the record an d the trial court’s ruling de novo. ( Saelzler v. Advanced Group 400 (2001) 25 Cal.4th 763, 767; Carnes v. Superior Court (2005) 126 Cal.App.4th 688, 694.) We stri ctly scrutinize the moving pa rty’s papers, construing the facts and resolving all doubts and ambiguities in the evidence in favor of the appellants. ( Innovative Business Partnership s, Inc. v. Inland Counties Regional Center, Inc. (2011) 194 Cal.App.4th 623, 628; Sellery v. Cressey (1996) 48 Cal.App.4th 538, 543.) Apart from relying on Code of Civil Pr ocedure section 437c, ODSP also sought summary resolution of its inverse condemna tion claim under Code of Civil Procedure section 1260.040, which permits the trial court to determin e by motion liability issues in eminent domain and inverse condemnation actions. ( Dina v. People ex rel. Department of Transportation (2007) 151 Cal.App.4th 1029, 1043.) A ruling made under the eminent domain statute is equivalent to a nonsuit. On appeal, we accept a ll facts and indulge all inferences in favor of plaintiff, di sregarding conflicting evidence. ( Id. at p. 1047.)8 2. Inverse Condemnation Claim a. Procedural Challenge
ODSP contends that the tr ial court erred by denying su mmary adjudication of the inverse condemnation claim on April 16, 2013, then reconsidering its ruling and entering judgment for LAUSD on May 14, 2013. In fact, the court was not reconsidering its prior ruling under the summary judgment statute, Co de of Civil Procedure section 437c; rather, its second ruling was made under the eminen t domain statute, Code of Civil Procedure
section 1260.040.
The court had already found, on April 16, that Suprem e Court authority makes it
“clear that there is no cause of action fo r inverse condemnation presented here.” Between the court’s initial ruling and its se cond ruling, both sides submitted additional written argument. ODSP had an opportunity to be heard, a nd, in any event, the court consistently decided in April and in May that this is not an inverse condemnation case. Though ODSP assails the tria l court’s change in reasoning, on appeal we review the court’s ruling, not its rationale: its stated re asons are not binding on an appellate court. ( Capogeannis v. Superior Court (1993) 12 Cal.App.4th 668, 681.)
b. Merits ODSP has an interest in the personal pr operty it delivered to Miramonte. The school accepted ODSP’s copiers and used th em extensively, without compensating ODSP. The pleading states that the school’s use of the copiers damaged and devalued ODSP’s property and entitle s it to compensation under the state and federal constitutions. The government may not take privat e property for public use without just compensation. (U.S. Const., 5th Amend.) “Inverse condemnation” is a shorthand description for a proceeding instituted by a landowner whose property is taken without condemnation proceedings. ( Agins v. Tiburon (1980) 447 U.S. 255, 258, fn. 2.) The permanent physical occupation of priv ate property constitutes a taking. ( Loretto v. Teleprompter Manhattan CATV Corp. (1982) 458 U.S. 419, 421, 427.) When the government leaves “its position of sovereignty, and enters the domain of commerce, it submits itself to the same laws that govern individuals there.” ( Cooke et al.9 v. United States (1875) 91 U.S. 389, 398.) “Taking claims rarely arise under government
contracts because the Government acts in its commercial or proprietary capacity in entering contracts, rather than in its sove reign capacity. [Citation.] Accordingly,
remedies arise from the contracts themse lves, rather than from the constitutional protection of private property rights ” under the Fifth Amendment. ( Hughes Communications Galaxy, Inc. v. U.S. (Fed. Cir. 2001) 271 F. 3d 1060, 1070.) The government does not engage in “a s overeign act” when it denies a vendor’s attempt to enter a government contract. ( Sun Oil Co. v. United States (Ct.Cl. 1978) 572 F.2d 786, 817.) “[T]he concept of a taki ng as a compensable cl aim theory has limited application to the relative ri ghts of party litigants when thos e rights have been voluntarily created by contract. [Citation.] In such in stances, interference with such contractual rights generally gives rise to a br each claim not a taking claim.” ( Id. at p. 818.) For example, if the government inte rferes with a lease agreement, plaintiff’s right to recover, if any, emanates from the lease, not the Fifth Amendment. ( Ibid. ; Allain-Lebreton Co. v. Dept. of Army etc. (5th Cir. 1982) 670 F.2d 43, 45; Bldg. 11 Investors LLC v. City of
Seattle (W.D.Wash. 2012) 912 F.S upp.2d 972, 981-982.) More to the point, “a property owner who voluntarily delivers property to the government pursuant to an agreement canno t later maintain an inverse condemnation claim if the government refu ses to pay as agreed.” ( Janowsky v. United States (Cl.Ct. 1991) 23 Cl.Ct. 706, 711.) In Janowsky , a reviewing court found that Janowsky—who was on a hit list—may not have acted voluntar ily because “the facts bespeak coercion”; namely, the FBI conditioned the safety of plain tiff’s family to his re linquishing control of his business to the FBI. ( Janowsky v. U.S. (Fed. Cir. 1998) 133 F.3d 888, 892. Accord: Rose v. City of Coalinga (1987) 190 Cal.App.3d 1627, 1631, 1636 [city may have obtained by duress consent to demolish plaint iffs’ buildings days after an earthquake, after being told “that they ha d no alternative”].) ODSP does not show coercion or duress
that would belie the voluntariness of its c opier delivery. Following the delivery, ODSP was repeatedly told to pick up its property, and was not forced to leav e it at Miramonte
under duress.10 In California, the Takings Clause is br oader: compensation is required when private property is taken “or damaged” for pub lic use. (Cal. Const., art. I, § 19.) “[A]n ‘inverse condemnation’ action may be pursued when the state or other public entity improperly has taken private property for pu blic use without following the requisite condemnation procedures—as when the state . . . occupies land that it has not taken by eminent domain, or when the state takes ot her action that effectively circumvents the constitutional requirement that just compensati on be paid before priv ate property is taken for public use.” ( Customer Co. v. City of Sacramento (1995) 10 Cal.4th 368, 377.) The words “or damaged” in the state constitution have never been interpreted to apply to “property damage inci dentally caused by the actions of public employees in the pursuit of their public duties. On the cont rary, such property damage, like any personal injury caused by the same type of pub lic employee activity, ha s—throughout the entire history of section 19—been recoverable, if at all, under general tort principles.” ( Customer Co. v. City of Sacramento
, supra , 10 Cal.4th at p. 378 .) Adding the word “damaged” to the state’s taking clause “was not intended to expand the scope of the constitutional compensation pr ovision beyond the ambit of eminent domain and public improvements. It appears, instead, that the wo rds ‘or damaged’ were added to clarify that the government was obligated to pay just compensation for property damaged in
connection with the construction of public improvements, even if the government had not physically invaded the damaged property.” ( Id . at p. 379.) Under federal and California law, the a lleged breach of a lease by a public entity does not give rise to a takings claim. “T aking claims do not arise from a breach of contract.” ( County of Ventura v. Channel Islands Marina, Inc. (2008) 159 Cal.App.4th 615, 618.) “To say that a breach of contract or lease implicates th e Fifth Amendment to the United States Constitution or article I, section 19 of the Ca lifornia Constitution, stretches the meaning of those provisions well beyond reason.” ( Id. at p. 625.)
ODSP relies on City of Needles v. Griswold (1992) 6 Cal.App.4th 1881, in which a city terminated a licensee’s right to operate a golf course on city-owned property. When a restraining order gave the city the right to take “immediate exclusive control” over the11 golf course, the city seized the licensee’ s personal property—golf carts, modular buildings, trucks, mowers, office machines—a nd refused to relinquish them because it needed them to operate the golf course. ( Id. at pp. 1885-1887.) The city implicitly conceded that it seized plaintiff’s personal pr operty for a public use, and focused on what compensation had to be paid for the taking. The court wrote that wh en the city retook possession of its golf course, its appropri ation of the licensee’s personal property amounted to a taking. ( Id . at p. 1888.)
The City of Needles case is distinguishable. LA USD did not preemptively seize ODSP’s personal property and refuse to surrende r it. Rather, ODSP delivered its copiers to LAUSD. After LAUSD rejected ODSP’s copiers and asked ODSP to reclaim them, ODSP declined to pick them up. Prescott admittedly told the LAUSD representative who instructed him by telephone to pick up the copiers, “No way I’m going to pick them up.” ODSP then ignored a written memo from LAUSD to “pick up your copiers from the
school.”
It is clear that neither the federal or state Constitution Takings Clause applies to a vendor who voluntarily delivers personal proper ty to the government, without a properly authorized contract in hand prior to delivery, then refuses to retrieve its property despite
demands that it do so. ODSP insisted that LAUSD retain ODSP’s property. There was no government “taking”; on the contrary, it wa s an unwarranted “receiving.” The copiers were available for plaintiff’s repossession; they were ultimately stored in a restroom because ODSP refused to arrange a pick-up of its own property. OD SP’s expectation that it would be paid for LAUSD’s use of the copi ers does not transform this business dispute
into an inverse condemnation case. The trial court’s dismissal of this claim was proper. 3. ODSP’s Remaining Claims a. Law Governing Public Contracts California law governing pub lic contracts has been in effect for over 150 years. A vendor who negotiates with a public agency is presumed to know the laws governing the agency’s ability to contract. A contract that violates “stringe nt but wise” public contract laws cannot be the ground of a ny claim. The vendor acts at his peril if the contract turns12 out to be in excess of the agency’s power. He cannot recover any payment on the void contract. Though it seems a hardship to deny the vendor all compensation, he must ensure that the laws governing public cont racts are complied with: failure to comply makes the vendor “a mere volunteer [who] suffers only what he ought to have anticipated. If [a] statut e forbids the contract which he ha s made, he knows it, or ought to know it, before he places his m oney or services at hazard.” ( Zottman v. San Francisco (1862) 20 Cal. 96, 104-106; Miller v. McKinnon (1942) 20 Cal.2d 83, 89; Amelco Electric v. City of Thousand Oaks (2002) 27 Cal.4th 228, 234-235.) b. Breach of Contract Public schools are agencies “created by statute and invested only with the powers expressly conferred by the Legislature.” ( Paterson v. Boar d of Trustees (1958) 157 Cal.App.2d 811, 818 ( Paterson ).) A school district may act only through a board of
elected officials. If a school board has not approved or ra tified a contract, it cannot be enforced. ( Santa Monica Unified Sc h. Dist. v. Persh (1970) 5 Cal.App.3d 945, 952; Osborne v. Huntington Beach etc. School Dist. (1970) 5 Cal.App.3d 510, 514.) While the power to contract may be delega ted to a district superintendent, “ no contract made pursuant to the delegation and authorization shall be valid or constitute an enforceable obligation against the district unless and until the same shall have been approved or ratified by the governing board , the approval or ratification to be evidenced by a motion of the board duly passed and adopted.” (E d. Code, § 17604, italics added.) Following the general rule for public contracts, “‘pe rsons dealing with a school district are chargeable with notice of limitations on its power to contract.’” ( El Camino Community College Dist. v. Superior Court (1985) 173 Cal.App.3d 606, 613.) Public contracts are subject to the comp etitive bidding statutes. (Pub. Contract Code, § 20111.) Specifically, photocopy mach ine suppliers are subject to public bidding requirements. ( Konica Business Machines U.S.A., In c. v. Regents of University of California (1988) 206 Cal.App.3d 449, 453-457.) Al though a school board may delegate authority to purchase su pplies and equipment, “ [n]o rule shall authorize any officer or employee to make purchases involving an expe nditure by the distri ct in excess of the13 amount specified by Section 20111 of the Public Contract Code.” (Ed. Code, § 17605, italics added.) In 2011, when the ODSP lease was signed, competitive bidding pursuant to Public Contract Code section 20111 was required fo r school district contracts in excess of $78,900. 3 The ODSP contract is fo r $82,500. Competitive bidd ing was required by law,
and the Education Code did not permit LAUSD to authorize any employee to make the expenditure required by the ODSP contract. A photocopier vendor who fails to engage in the public bidding process cannot successful ly claim that “it will be economically
devastated should the contra ct be voided because it has in curred substantial expense in purchasing the copiers it has provi ded” to a public school. ( Konica Business Machines U.S.A., Inc. v. Regents of University of California
, supra , 206 Cal.App.3d at p. 458.) “[F]ailure to publicly bid contr acts when required by statute renders them void so that the public entity may not reimburse a contracting party for service or materials the agency has been provided.” ( Ibid. ) Void contracts that exceed the powers of a school district cannot be ratified by promises from the school board to pay the vendor. ( Paterson , supra , 157 Cal.App.2d at p. 820.) No evidence was presented that LAUSD solicited competitive bids from the public. No evidence wa s presented that the school boar d approved or ratified the ODSP contract, by a motion of the board duly passed and adopted. (Ed. Code, § 17604.) On the contrary, the LAUSD executive officer declared that no new copier contract from ODSP was ever approved by the sc hool board. While ODSP argues that LAUSD never asserted contractual invalidity as a defense, the dist rict’s answer to the complaint states, “An unauthorized contract with a public agency is void” and cites the Supreme Court’s public bidding opinions in Amelco Electric v. City of Thousand Oaks and Zottman v. San
Francisco.

3 The parties agree on the bid threshold. The Department of Education website shows the bid threshold for contracts aw arded by school districts in 2011: http://www.cde.ca.gov.fg/ac/ co/bidthreshold2012.asp14 ODSP asserts that the Miramonte staff had ostensible authority to sign the copier lease, authority it relied upon when it deliver ed the copiers to the school. The case law does not support the compan y’s position. In the El Camino Community College Dist. case, a school district invited bids for payroll software. Th e successful bidder’s proposal was signed by two vice presidents of the school district’s board of trustees, but was not approved or ratified by the board of trustees. (173 Cal.App.3d at pp. 610-611.) When litigation arose, the court found that the sc hool district could repudiate the agreement because the vendor “had constructive, if not actual, notice of the limitations on the officers’ authority to bind the district to the terms of the ag reements,” owing to provisions in the Education Code. ( El Camino Community College Dist.
, at pp. 613-614.) The reasoning in El Camino Community College Dist. applies here. Because it was dealing with a school district, ODSP ha d constructive notice that a school principal and a coordinator have no authority to bind LAUSD to a $82,500 copier lease without public bidding and without approval from the school board. The vo id copier contract cannot be ratified by promises from school employees to pay ODSP. ( Paterson , supra , 157 Cal.App.2d at p. 820.) ODSP argues that Principal Sandoval ha s actual authority to bind LAUSD to contracts and purchase orders up to $25,000. ODSP reas ons that its contract is enforceable up to Sandoval’s au thorized $25,000 limit. “It shall be unlawful to split or separate into smaller work orders or projects any work, project, service, or purchase for the purposes of evading the provisions of this article requiring contracting after competitive bidding.” (Pub. Contract Code , §§ 20116, 20657.) We decline ODSP’s invitation to thwart the salutary purposes of the public bidding laws by effectively splitting the contract into three separate l eases for $25,000 each, instead of a single contract for $82,500.15 ODSP’s reliance on Civil Code section 2333 is misplaced. 4 Sandoval signed a contract for $82,500, without authorization. Th ere are no authorized acts to be separated
out from unauthorized acts. There is no triable issue of fact presente d on ODSP’s breach of contract claim. No public bidding process occurred as require d by the Public Contract Code, making
ODSP’s lease void and unenforceable. LAUSD did not approve or ratify the lease as required by the Education Code . ODSP could not rely on the ostensible authority of lower echelon school employees when the law pl ainly states that the school board must approve contracts of this size. The laws ar e a matter of public record, and any vendor could discover the pertinent law with mini mal research. ODSP cannot blame school administrators for the company’s own failure to research the laws before delivering equipment to a school without school board approval. c. Promissory Estoppel ODSP maintains that estoppel may be applied against the government when fairness requires it. The company contends that there are triable issues of material fact regarding any actual limitations upon the power of Miramonte staff to contract with it; the ostensible authority of Principal San doval and Coordinator Castillo; and ODSP’s reliance upon their ostensible authority. This Court has acknowledged that in exce ptional cases, the government may be bound by estoppel when necessary to achieve justice and right. ( Paterson , supra , 157 Cal.App.2d at p. 819.) “However, as a corollary of the general rule that contracts wholly beyond the powers of a municipality are void, [ ] estoppel to deny their invalidity may not be invoked against a government body and, further, estoppel may not be invoked where the procedure specified in a statute, such as the mode of contracting, is the measure of the power to act.” ( Ibid. ) In Santa Monica Unified Sch. Dist. v. Persh
, supra ,

4 Civil Code section 2333 states that “When an agent exceed s his authority, his principal is bound by his author ized acts so far only as they can be plainly separated from those which are unauthorized.”16 5 Cal.App.3d at pages 953-954, the court foun d that estoppel is not available to a landowner who agreed to sell property to build a public sc hool because the district’s supervisor of building planning failed to ob tain school board approval, though voiding the agreement caused the lan downer to “undeniably” suff er hardship because “[h]e actually obligated himself on [ ] three promissory notes.” When the statutory scheme requires comp etitive bidding, as it does here, the strong public policies declared by the Legisl ature to protect the taxpayers from fraud, corruption, careless officials, and the waste of public funds cannot be overridden by the application of estoppel, whic h “would be tantamount to specific enforcement of a void promise and contrary to both the policy and letter of the law.” ( Paterson , supra , 157 Cal.App.2d at p. 820.) As a result, “‘neither the doctrine of es toppel nor any other equitable principle may be invoked against a governmental bod y where it would operate to defeat the effective operation of a policy adopt ed to protect the public.’” ( Kajima/Ray Wilson v. Los Angeles County Metropolita n Transportation Authority (2000) 23 Cal.4th 305, 316.) Competitive bidding statutes are enacted for th e benefit of taxpayers, not for the benefit of bidders, and must be construed with so le reference to the public interest. ( Id. at pp. 316-317; Amelco Electric v. C ity of Thousand Oaks
, supra, 27 Cal.4th at p. 239.) As a vendor to a public agency , ODSP was charged with kn owledge of the agency’s procedures and the requirement of school board contract approval. As a matter of law, ODSP could not rely on the authority of sc hool employees when the Education Code limits contracting power to an elected sc hool board. LAUSD is not estopped from denying the validity of an invalid contract. ( Stratton v. City of Long Beach (1961) 188 Cal.App.2d 761, 773.) d. Unjust Enrichment/G oods Sold and Delivered Quantum meruit is an obligation created by law to ad dress situations in which one person is accountable to another, “‘otherwise he would unjustly benefit or the other would unjustly suffer loss.’” ( California Emergency Physic ians Medical Group v. PacifiCare of California (2003) 111 Cal.App.4th 1127 , 1136.) However, restitution17 requires “‘“‘no violation or fru stration of law or opposition to public policy, either directly or indirectly.’”’” ( Ibid .; Dinosaur Development, Inc. v. White (1989) 216 Cal.App.3d 1310, 1315.) The analysis in the preceding sections ap plies equally to bar ODSP’s claims for quantum meruit and for goods sold and deliver ed. Restitution would violate the express provisions of the Education Code and contradict public policy. For example, in Reams v. Cooley (1915) 171 Cal. 150, a school district failed to get comp etitive bids before making arrangements with a contractor to perform work on a high school. ( Id. at p 151.) The Supreme Court held that the contractor di d not have a valid c ontract and could not
recover for the work on a quantum meruit or imp lied liability theory. ( Id . at pp. 153- 157.) The court observed that the law never implies an obligation when it expressly forbids a party from agreeing to the obligation. ( Id. at p. 156.) 5 A party cannot recover in equity that which he is barred from re covering by contract, if it would subvert the purpose of state laws. ( Castillo v. Barrera (2007) 146 Cal.App.4th 1317, 1328.)
e. Fraud
ODSP asserts a cause of action for fraud against Principal Sandoval and Title I Coordinator Castillo. It alleges that th e two LAUSD employees entered the lease agreement “with the intention of deceiving Plaintiff into belie ving they had the authority
to bind the District to such contracts.” At the time, ODSP “w as ignorant of the true facts and believed the representati ons” of Sandoval and Castillo. If ODSP had known the true
facts it would not have delivered the copiers to Miramonte school. Vendors are presumed to know the Educ ation Code and Public Contract Code provisions that limit the actions of the ag ency and require school board approval of contracts. ( El Camino Community College Dist. v. Superior Court , supra , 173 Cal.App.3d at p. 613; Amelco Electric v. C ity of Thousand Oaks
, supra , 27 Cal.4th at pp. 234-235.) ODSP has done business with LAUS D in the past, as a copier maintenance

5 The common counts are based on implied obligations. ( Weitzenkorn v. Lesser (1953) 40 Cal.2d 778, 793-794.)18 company, so it should be familiar with the requirement s for negotiating with a public school. As a matter of law, ODSP could not reasonably rely on repres entations of school employees about their ability to bind LAUSD when stat e law belies the alleged representations: vendors are charged with lear ning state law before they negotiate with schools. The trial court properly grante d summary judgment on ODSP’s fraud claim.
DISPOSITION The judgment is affirmed.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS.

BOREN, P.J.
We concur:

CHAVEZ, J.

FERNS, J.*

________________ __________________ _______________ ______________ * Judge of the Los Angeles Superior Court, assigned by the Chief Justice pursuant to article VI, section 6 of the California Constitution.