2010 Decisions

Opinions of the United

States Court of Appeals

for the Third Circuit

10-28-2010

Wayne Moving Storage v. School District of

Philadelphi

Precedential or Non-Precedential: Precedential

Docket No. 09-3890

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PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

______

No. 09-3890

______

WAYNE MOVING & STORAGE OF NEW JERSEY, INC.

v.

THE SCHOOL DISTRICT OF PHILADELPHIA;

THE SCHOOL REFORM COMMISSION,

Appellants

On Appeal from the United States District Court

for the Eastern District of Pennsylvania

(D.C. No. 2-06-cv-00676)

District Judge: Honorable Lawrence F. Stengel

______

Argued September 14, 2010

Before: SLOVITER, FISHER and GARTH, Circuit Judges.

(Filed: October 28, 2010)

Joseph Anclien

Carl A. Solano (Argued)

Schnader Harrison Segal & Lewis

1600 Market Street, Suite 3600

Philadelphia, PA 19103
2

Miles H. Shore 

School District of Philadelphia 

Office of General Counsel 

440 North Broad Street, Suite 313 

Philadelphia, PA 19130-4015 

Counsel for Appellants

Wei-Wei Chiu

James P. Golden (Argued)

Shelley R. Goldner

Anthony V. Mannino, III

Jane C. Silver

Hamburg & Golden 

1601 Market Street, Suite 3310 

Philadelphia, PA 19103

Counsel for Appellee

Stuart L. Knade

Pennsylvania School Boards Association

400 Bent Creek Boulevard 

P.O. Box 2042 

Mechanicsburg, PA 17055

Counsel for Amicus Appellant,

Pennsylvania School Boards Association

______

OPINION OF THE COURT

______
3

FISHER, Circuit Judge.

This diversity action requires us to decide under 

Pennsylvania law whether a subcontractor may recover 

against a school district for a claim of unjust enrichment. The 

case involves a dispute over unpaid services between the 

subcontractor Wayne Moving & Storage of New Jersey 

(“Wayne Moving”) and the appellants the School District of 

Philadelphia and the School Reform Commission 

(collectively, “School District”). Wayne Moving sued the 

School District under a theory of unjust enrichment for 

unpaid moving services. The United States District Court for 

the Eastern District of Pennsylvania granted Wayne Moving‟s 

motion for summary judgment and awarded it $830,071.18 

plus interest. On appeal, the School District contends that 

Wayne Moving‟s claim of unjust enrichment is barred by 

Section 508 of the Pennsylvania Public School Code, which 

applies to “contracts of any kind.” 24 Pa. Stat. Ann. § 5-508. 

Appellants maintain that “contracts of any kind” include 

those contracts implied by courts in unjust enrichment claims. 

We agree and hold that those acts of the School District not in 

compliance with the provisions of Section 508 are rendered 

“void and unenforceable,” id., and cannot bind the School 

District under an implied contract of unjust enrichment. We 

further hold that the School District is not equitably estopped 

from relying on Section 508.

For the following reasons, we conclude that the 

District Court‟s denial of the School District‟s motion for 

summary judgment was in error. Accordingly, we will 

reverse the District Court‟s grant of summary judgment in 
4

favor of Wayne Moving and remand for entry of summary 

judgment for the School District.

I.

A.

Wayne Moving subcontracted with Facility Strategies, 

a professional relocation consultant, to provide moving 

services for the School District. The moving project dates 

back to 2002 when Frank Siefert, the Special Assistant to the 

Commission, suggested consolidating the School District‟s 

five administrative office buildings into one central location. 

On August 13, 2002, the School Reform Commission 

approved the purchase of 440 North Broad Street to serve as 

the new School District headquarters. On June 16, 2004, the 

Commission authorized the School District to enter into a 

contract for moving services in an amount not to exceed $1.4 

million.

Facility Strategies and Wayne Moving submitted a 

proposal for just under the $1.4 million authorized amount. 

On September 1, 2004, Facility Strategies entered into a 

subcontract agreement with Wayne Moving for an amount 

not to exceed $840,115.68, and on September 24, 2004, 

Facility Strategies and the School District entered into a 

contract for an amount not to exceed $1,396,865.68.

The move into 440 North Broad Street encountered 

numerous difficulties involving non-functioning elevators,

unanticipated work, and delays due to the School District‟s 

disputes with a third party. The move was scheduled to begin 
5

in January of 2005, and Facility Strategies and Wayne 

Moving contracted to complete the move by September 30, 

2005. But it did not begin until April 2005 and most of the 

moving occurred in the final month before the deadline.

As a result of the delays, the project incurred 

additional expenses. Sallyann Ferullo, President of Facility 

Strategies, inquired of Frank Siefert at the School District as 

to what should be done about the additional expenses. Siefert 

told her, according to Ferullo‟s testimony, “[D]on‟t worry, 

just document it. As long as we have documentation we‟ll 

take care of it at the end.” Wayne Moving & Storage of N.J.

v. School Dist. of Phila., No. 06-0676, 2008 WL 65611, at *1 

(E.D. Pa. Jan. 3, 2008). Ferullo then inquired as to whether 

Facility Strategies and Wayne Moving should stop working. 

Siefert, according to Ferullo‟s testimony, responded, “Oh no. 

. . . You got to finish. We got to finish.” Id. Ferullo stated 

that she would “get it done. Whatever it takes.” Id.

Two invoices and an extra work order are at issue. 

Ferullo submitted an extra work order to the School District 

on September 20, 2005 for $384,100. Siefert approved the 

extra work order and, according to the School District, was 

under the impression that: the project was still within the 

$1.4 million budget; the work order only included cost 

estimates; and the order was approved only on a not-toexceed basis. The District Court did not find otherwise. Id.

at *8.

Facility Strategies submitted an invoice on October 26, 

2005 for part of the work performed in September. In a cover 

letter, Ferullo informed Siefert that Facility Strategies 
6

received additional invoices from Wayne Moving and that the 

project was over the contracted amount by $158,000. Ferullo 

also stated that she had yet to receive invoices from the last 

week of September, “the most intensive week of work.” Id.

at *2. She went on to note that “[o]nce all of the invoices 

have been received, it is my understanding that you will need 

to go before the [School Reform Commission] for the 

additional funding.” Id. But Ferullo expressed confidence 

that the remaining expenses “will come within the projections 

that we discussed in the itemized Extra Work Order.” Id. 

The School District paid Facility Strategies after receiving the 

invoice, and Facility Strategies subsequently paid Wayne 

Moving the full $840,116 contracted amount.

Facility Strategies submitted a final invoice to the 

School District on December 20, 2005 for $834,201.18, 

which included $830,071.18 for the extra work performed by 

Wayne Moving. Wayne Moving argued that the additional 

expenses were due to the expanded scope of work and 

unanticipated impediments. The District Court agreed and 

found that the “$830,071.00 in extra work was attributed to 

the compressed schedule, inoperable or inadequate elevators, 

and an increased scope of the work to be performed.” Wayne 

Moving & Storage of N.J. v. School Dist. of Phila., 

No. 06-0676, 2009 WL 123781, at *1 (E.D. Pa. Jan. 14, 

2009). Regardless, the School District refused to pay because 

the claimed amount was in excess of the $1.4 million 

authorized by the School Reform Commission.

Wayne Moving did not submit additional written 

demands for payment, nor did it file suit against Facility 
7

Strategies. Wayne Moving, however, did file suit against the 

School District.

B.

On February 14, 2006, Wayne Moving filed this 

lawsuit against the School District in the United States 

District Court for the Eastern District of Pennsylvania, 

asserting claims for unjust enrichment for unpaid moving 

services in the amount of $830,071.18. On August 15, 2006, 

the District Court denied the School District‟s motion to 

dismiss the complaint. Both parties filed motions for 

summary judgment, and on January 3, 2008, the District 

Court granted Wayne Moving‟s motion.

The School District argued that Wayne Moving‟s 

claim should be denied for three reasons: (1) the prime 

contract between the School District and Facility Strategies 

and the Request for Proposal signed by Wayne Moving 

independently bar Wayne Moving‟s claim; (2) Section 508 

prohibits unauthorized payment to Wayne Moving; and (3) 

privity of contract exists between the School District and 

Wayne Moving, preventing Wayne Moving from bringing an 

unjust enrichment claim, and the unjust enrichment claim 

rests on disputed facts. The District Court held that the 

provisions of the prime contract were not enforceable against 

Wayne Moving because it was not a party to the contract 

between the School District and Facility Strategies. With 

respect to the second argument, the court held that the School 

District was equitably estopped from relying on Section 508, 

reasoning that Siefert misleadingly told Ferullo to order 

Wayne Moving to perform the extra work. Finally, the court 
8

held that Wayne Moving and the School District were not in 

privity of contract and that the elements of unjust enrichment 

were met. “Under these circumstances,” the District Court 

stated, “it would be unconscionable and grossly inequitable 

for the defendants to retain the benefits of additional moving 

services without paying for them.” Wayne Moving, 2008 WL 

65611, at *9. The District Court entered a judgment of 

$1,003,908.33 ($830,071.18 in unpaid moving services plus 

$173,837.33 in interest) in favor of Wayne Moving.

On October 2, 2009, the School District timely 

appealed, and it makes the same three arguments on appeal. 

We only reach the second issue.

II.

The District Court had jurisdiction under 28 U.S.C. § 

1332(a) because the parties‟ citizenship was completely 

diverse and the amount in controversy exceeded $75,000. We 

have jurisdiction under 29 U.S.C. § 1291. We review a 

decision resolving a motion for summary judgment de novo. 

Startzell v. City of Philadelphia, 533 F.3d 183, 192 (3d Cir. 

2008). A party is entitled to summary judgment when it 

demonstrates that there is no genuine issue of material fact 

and that the evidence establishes its entitlement to judgment 

as a matter of law. Fed. R. Civ. P. 56(c); Celotex Corp. v. 

Catrett, 477 U.S. 317, 322-23 (1986). In reviewing a motion 

for summary judgment, we consider all evidence in the light 

most favorable to the party opposing the motion. Brewer v. 

Quaker State Oil Ref. Corp., 72 F.3d 326, 330 (3d Cir. 1995).
9

III.

We first consider whether Section 508 of the 

Pennsylvania Public School Code bars Wayne Moving‟s 

ability to recover from the School District. Section 508 

states:

“The affirmative vote of a majority of all 

members of the board of school directors in 

every district, duly recorded, showing how each 

member voted, shall be required in order to take 

action on the following subjects: --

. . . Creating or increasing any 

indebtedness. . . .

Entering into contracts of any 

kind . . . where the amount 

involved exceeds one hundred 

dollars ($100). . . .

Failure to comply with the provisions of this 

section shall render such acts of the board of 

school directors void and unenforcible.”

24 Pa. Stat. Ann. § 5-508. This provision also applies to “any 

subsequent modifications of a contract that would increase 

the school district‟s indebtedness under that contract.” 

Hazleton Area School Dist. v. Krasnoff, 672 A.2d 858, 862 

(Pa. Commw. Ct. 1996). If Section 508 applies, any approval 

that Siefert may have given for additional work is rendered 

“void and unenforcible.”
10

To determine whether Section 508 applies, we must 

examine the status of the relationship between Wayne 

Moving and the School District. Wayne Moving is not 

arguing that the School District is contractually bound to pay 

for its services. In that situation, Section 508 would apply 

directly. Instead, Wayne Moving claims that no contractual 

relationship exists between them and that as a matter of 

equity the School District must pay for its services. For 

purposes of our analysis, we assume that there is no express

contract between Wayne Moving and the School District.1 

The real issue, then, is whether Section 508 applies to implied 

contracts in cases of unjust enrichment.

Before proceeding, we must consider the role of the 

federal courts in diversity actions. “A federal court under 

 

1

If, on the other hand, there is a contract between 

Wayne Moving and the School District, then Wayne Moving 

cannot bring a claim of unjust enrichment. In Wilson Area 

School District v. Skepton, the Supreme Court of 

Pennsylvania held that parties to a contract “are not entitled to 

the remedies available under a judicially-imposed quasi[-

]contract [i.e., the parties are not entitled to restitution based 

upon the doctrine of unjust enrichment] because the terms of 

their agreement (express and implied) define their respective 

rights, duties, and expectations.” 895 A.2d 1250, 1254 (Pa. 

2006) (modifications in original) (quoting Curley v. Allstate 

Ins. Co., 289 F. Supp. 2d 614, 620 (E.D. Pa. 2003)); see also

In re Penn Cent. Transp. Co., 831 F.2d 1221, 1230 (3d Cir. 

1987) (holding that a party cannot assert a claim of unjust 

enrichment “if there is an express contract on the same 

subject”).
11

Erie is bound to follow state law as announced by the highest 

state court.” Sheridan v. NGK Metals Corp., 609 F.3d 239, 

253 (3d Cir. 2010) (quoting Edwards v. HOVENSA, LLC, 497 

F.3d 355, 361 (3d Cir. 2007)). The Supreme Court of 

Pennsylvania has yet to consider whether Section 508 applies 

to implied contracts. In this instance, “[w]hen the state‟s 

highest court has not addressed the precise question 

presented, [we] must predict how the state‟s highest court 

would resolve the issue.” Orson, Inc. v. Miramax Film Corp., 

79 F.3d 1358, 1373 n.15 (3d Cir. 1996) (citing Erie R.R. Co. 

v. Tompkins, 304 U.S. 64, 78 (1938)). “[W]e must consider 

relevant state precedents, analogous decisions, considered 

dicta, scholarly works, and any other reliable data tending 

convincingly to show how the highest court in the state would 

decide the issue at hand.” Covington v. Cont’l Gen. Tire, 

Inc., 381 F.3d 216, 218 (3d Cir. 2004) (quotation marks and 

citation omitted). Moreover,

“[w]here an intermediate appellate state court 

rests its considered judgment upon the rule of 

law which it announces, that is a datum for 

ascertaining state law which is not to be 

disregarded by a federal court unless it is 

convinced by other persuasive data that the 

highest court of the state would decide 

otherwise.”

Sheridan, 609 F.3d at 254 (quotation marks and citations 

omitted).

We begin our analysis with intermediate state court 

judgments and grant them “significant weight in the absence 
12

of an indication that the highest state court would rule 

otherwise.” Orson, 79 F.3d at 1373 n.15 (quoting C.I.R. v. 

Bosch’s Estate, 387 U.S. 456, 465 (1967)). In Price v. School 

District of Borough of Taylor, the Superior Court of 

Pennsylvania held that a school board treasurer had no 

implied claim to compensation because he was not properly 

appointed by the school board. 42 A.2d 99, 102 (Pa. Super. 

Ct. 1945). The court rested its analysis on Section 508:

“This section is mandatory and there must be 

strict compliance with its provisions before any 

rights can be acquired against a school district. 

. . . If the statutory methods for the 

authorization of expenditures are not pursued, a 

deserving plaintiff can have no recovery, even 

on claims of quantum meruit, for the statute 

excludes all equities and implied liabilities.”

Id. Likewise, In re Borough of Sykesville involved plaintiffs 

who sued a school district for unpaid work under an implied 

contract. 91 Pa. Super. 335 (Pa. Super. Ct. 1927). The 

Superior Court of Pennsylvania held that the contractors 

could not recover due to the statutory requirement that all 

contracts must be authorized by the school board. Id. at 341. 

“Regular official action, evidenced by official minutes, is 

what the statute requires to ground such an action as the 

present, and because it is a statutory requisition, all equities 

and implied liabilities are excluded.” Id. (quoting Cascade

School Dist. v. Lewis School Dist., 43 Pa. 318, 321 (Pa. 1862) 

(holding that a statute requiring school board approval for the 

enforcement of a contractual arrangement between school 

districts barred implied contracts and liabilities)).
13

Pennsylvania courts follow the general rule that the 

Pennsylvania Commonwealth Court articulated in Hazleton:

“If the party can produce „solid proof‟ of the 

majority‟s approval of the contract, then it may 

maintain a claim for damages under that 

contract. . . . If the party fails to satisfy this 

burden of proof, there can be no recovery 

against the school district, even on claims of 

quantum meruit.”

672 A.2d at 862 (citations omitted). While not reaching the 

issue of whether Section 508 applies to implied contracts, the 

Supreme Court of Pennsylvania has interpreted the 

requirements of Section 508 as mandatory. “To permit 

contracts to be entered into and expenditures made without 

compliance with the provisions of the act would defeat every 

object the legislature had in mind in inserting them.” Yoder v. 

Luzerne Twp. Sch. Dist., 160 A.2d 419, 421 (Pa. 1960) 

(holding that Section 508 barred a claim for expenses in 

excess of the authorized contract, even though they were 

incurred at the direction of school directors). We therefore 

conclude that the Supreme Court of Pennsylvania would 

apply Section 508 to bar claims arising from implied 

contracts.

This interpretation is consistent with the plain meaning 

and policy of the statute. Section 508 applies to “contracts of 

any kind.” 24 Pa. Stat. Ann. § 5-508. This, we find, includes 

contracts implied by law. Since the statute‟s adoption, the 

Supreme Court of Pennsylvania has maintained a strict 

interpretation, which serves to preserve precious money 
14

reserved for public education. Finding that Section 508 

covers implied contracts conforms with the general policy of 

the statute as articulated by the Supreme Court of 

Pennsylvania:

“This statute is a valuable one, intended to 

compel the expression of each individual 

member of the school board on a subject allimportant in the public education, and this for 

the very purpose of preventing jobbery, and the 

exercise of a one-man power, in the conduct of 

our common schools; we are, therefore, not 

inclined to permit the abrogation of its force and 

efficiency by a weak construction designed to 

meet a particular case.”

Mullen v. Bd. of Sch. Dirs. of DuBois Area Sch. Dist., 259 

A.2d 877, 880 (Pa. 1969) (quotation marks and citation 

omitted). We may safely predict that the Supreme Court of 

Pennsylvania would apply Section 508 to bar unjust 

enrichment claims, for we are unaware of any “other 

persuasive data that the highest court of the state would 

decide otherwise.” Sheridan, 609 F.3d at 254 (citations 

omitted).

Finding that Section 508 applies to claims for unjust 

enrichment, we must apply it to the facts. Section 508 

requires school board approval for any services valued above 

$100 or “any subsequent modifications of a contract that 

would increase the school district‟s indebtedness under [the] 

contract.” Hazleton, 672 A.2d at 862. It is undisputed that 

the School Reform Commission did not authorize the 
15

$830,071.68 claimed by Wayne Moving. Therefore, Wayne 

Moving‟s claim of unjust enrichment is barred by Section 

508.

IV.

The District Court held that even if Section 508 applies 

to implied contracts, the School District is equitably estopped 

from relying upon it. Under Pennsylvania law, equitable 

estoppel consists of three elements: “1) misleading words, 

conduct, or silence by the party against whom the estoppel is 

asserted; 2) unambiguous proof of reasonable reliance upon 

the misrepresentation by the party asserting estoppel; and 3) 

the lack of a duty to inquire on the party asserting the 

estoppel.” Chester Extended Care Ctr. v. Pennsylvania Dep’t 

of Pub. Welfare, 586 A.2d 379, 382 (Pa. 1991). We disagree 

with the District Court and hold that Wayne Moving has 

failed to demonstrate the necessary elements of equitable 

estoppel.

We must first determine whether equitable estoppel 

can be applied against the Commonwealth of Pennsylvania or 

its subdivisions. The District Court correctly stated that 

equitable estoppel can be so applied, even where doing so 

would violate a statute or ordinance, such as Section 508. 

Wayne Moving, 2008 WL 65611, at *8; see, e.g., Chester 

Extended Care Ctr., 586 A.2d at 382 (“The doctrine of 

estoppel is an equitable remedy that may be asserted against 

the government in this jurisdiction.”). But “[i]t is also the law 

of Pennsylvania that the Commonwealth or its subdivisions 

and instrumentalities cannot be estopped „by the acts of its 

agents and employees if those acts are outside the agent‟s 
16

powers, in violation of positive law, or acts which require 

legislative or executive action.‟” Cent. Storage & Transfer 

Co. v. Kaplan, 410 A.2d 292, 294 (Pa. 1980) (quoting 

Kellams v. Pub. Sch. Emp. Ret. Bd., 403 A.2d 1315, 1318 (Pa. 

1979)). The Supreme Court of Pennsylvania resolved the 

tension between these principles in holding that “[a]lthough it 

is the general rule that estoppel against the government will 

not lie where the acts of its agents are in violation of positive 

law, . . . this rule cannot be slavishly applied where doing so 

would result in a fundamental injustice.” Chester Extended 

Care Ctr., 586 A.2d at 383 (citation omitted).

There is no evidence in the record that the School 

District misled Wayne Moving, nor is there “unambiguous 

proof” that Wayne Moving reasonably relied upon or was 

even notified of any misrepresentations of the School District. 

Moreover, the requirement that actions of the School District 

must rise to the level of a “fundamental injustice” imposes a 

demanding threshold that has not been met. Instead, the 

general rule of Pennsylvania should be applied. Wayne 

Moving cannot assert estoppel against the School District, a 

subdivision of the Commonwealth, by the acts of its agent 

Frank Siefert because those acts require legislative or 

executive action and do not rise to the level of a fundamental 

injustice.

We start with the record. The closest Siefert comes to 

making a misleading statement is found in Ferullo‟s 

testimony, where she stated that Siefert told Facility 

Strategies, “don‟t worry, just document it. As long as we 

have documentation we‟ll take care of it at the end.” Wayne 

Moving, 2008 WL 65611, at *1. Addressing Facility 
17

Strategies‟ question of whether they should stop working on 

the project, Siefert then allegedly told Ferullo, “Oh no. . . . 

You got to finish. We got to finish.” Id. Even these 

statements, though, are ambiguous. If this was said with the 

understanding that all expenses would be within the 

authorized amount, then Siefert is not misleading Facility 

Strategies or Wayne Moving into believing that they would 

receive payment.

Wayne Moving may also claim that Siefert‟s silence 

was misleading. Siefert failed to respond to Ferullo‟s 

statement in her letter of October 26, 2005 that “[o]nce all of 

the invoices have been received, it is my understanding that 

you will need to go before the [School Reform Commission] 

for the additional funding.” Instead, Siefert waited until 

receiving the final invoice before informing Facility 

Strategies that he would not seek approval for the additional, 

unauthorized payments. This, however, fails to meet the 

threshold of a “fundamental injustice.” Siefert claims that he 

was under the impression that the project would be within the 

$1.4 million authorized amount until he received the last 

invoice. At this point in our analysis, it is informative to look 

at Pennsylvania case law where courts have held that the 

Commonwealth committed a fundamental injustice in 

misleading the plaintiff and inducing reliance.

Findings of fundamental injustice are generally limited 

to cases “involving unusual situations” and particularly 

egregious behavior. Carroll v. City of Phila., Bd. of Pensions 

& Ret. Mun. Pensions Fund, 735 A.2d 141, 146 (Pa. Commw. 

Ct. 1999). In Chester, a State agency misled a nursing home 

facility into believing that it was eligible for the federal 
18

Medical Assistance program. 586 A.2d at 382. The State 

agency “continued to reimburse appellant for the skilled 

nursing care of its Medical Assistance patients,” “never made 

any effort to remove Medical Assistance patients,” 

“continued to send additional Medical Assistance patients to 

appellant‟s facilities,” and “never informed appellant that [the 

federal government] considered its termination . . . 

irrevocable.” Id. at 382. Unlike Chester, where the Supreme 

Court of Pennsylvania held that there was “no dispute that 

[the State agency] mislead appellant,” id., the record before 

us fails to indicate that Siefert committed a fundamental 

injustice against Wayne Moving.

An additional difficulty facing Wayne Moving‟s claim 

is that none of the statements made by Siefert were directed 

towards Wayne Moving, and there is no evidence that Wayne 

Moving was informed of Siefert‟s statements. In Chester and

Cameron Manor, Inc. v. Department of Public Welfare, the 

government‟s misleading communications were made directly 

to the plaintiff. 586 A.2d at 382; 681 A.2d 836, 841 (Pa. 

Commw. Ct. 1986) (holding that the plaintiff was “misled by 

several assurances” from the government that directly 

induced reasonable reliance). Moreover, the communications 

induced reasonable reliance, creating “unambiguous proof of 

reasonable reliance upon the misrepresentation.” Id. Here, 

the School Board communicated to Facility Strategies, which

was fully informed of the authorization requirement.

Facility Strategies, in its independent judgment, 

decided to proceed with the project, and only then was Wayne 

Moving induced to rely upon a belief that it would be paid for 

its services. At that point, Wayne Moving was relying upon 
19

the statements made by Facility Strategies, which interpreted 

its obligations under the prime contract and calculated the 

likelihood of payment. The intervening cause and 

independent judgment of Facility Strategies therefore 

distinguish this case from those where Pennsylvania courts 

have found a fundamental injustice with unambiguous proof 

of reasonable reliance. While Wayne Moving had no direct 

conversations with Siefert, it could not rely upon the 

statements or representations made by Siefert to Facility

Strategies. Wayne Moving should have known that Siefert 

did not have the power to approve expenditures beyond those 

approved by the Board. In fact, Stanley MacHugh, the 

business manager of Wayne Moving, testified that he 

understood that extra work orders would have to be approved 

by the School Board and that Facility Strategies notified him 

of this fact at the time of the extra work order. (App. A855.) 

Wayne Moving therefore should have been aware that private 

companies that do business with the School District “do so at 

their own peril” and have an affirmative responsibility to 

“inquire into the powers of the [School District] and its agents 

to enter into any contracts.” City of Scranton v. Heffler, 

Radetich & Saitta, LLP, 871 A.2d 875, 879 (Pa. Commw. Ct. 

2005), appeal denied, 897 A.2d 1184 (Pa. 2006). We deny 

equitable estoppel because the School District did not mislead 

by “words, conduct, or silence” and there is no “unambiguous 

proof of [Wayne Moving‟s] reasonable reliance.” Chester 

Extended Care Ctr., 586 A.2d at 382. We need not reach the 

issue of whether Wayne Moving lacked a duty to inquire, the 

third element of equitable estoppel.

Holding that equitable estoppel does not apply to the 

facts of this case is in conformity with the general position of 
20

Pennsylvania courts with respect to Section 508. In a case 

with similar facts involving a contractor who was induced to 

perform extra work and relied upon assurances from 

government officials that equitable compensation would be 

provided, the Commonwealth Court of Pennsylvania held that 

“individual members of the School Board could not have 

bound the School District absent majority approval.” 

Hazleton, 672 A.2d at 863. Pennsylvania courts have abided 

by the general rule derived from Section 508 that “[a]ction by 

the board is indispensable, and no liability can be imposed 

upon a school district without it.” Matevish v. Sch. Dist. of 

Borough of Ramey, 74 A.2d 797, 800 (Pa. Super. Ct. 1950) 

(holding that a school board official‟s modification of 

contract was uneforceable because it was not approved by a 

majority of the school board). An early case involving the 

application of what is today Section 508 articulates the 

position of Pennsylvania courts. In Waltman v. Albany 

Township School District, an unsuspecting school teacher was 

induced into working without a valid contract. The Superior 

Court of Pennsylvania stated that they “appreciate the 

hardship and disappointment that the plaintiff may experience 

by reason of this decision . . . but we cannot allow or permit, 

the hardships of an individual case to override and overcome 

the plain requirements of the act of assembly.” 64 Pa. Super. 

458, 467-68 (Pa. Super. Ct. 1915). While Wayne Moving is 

certainly a sympathetic plaintiff who performed valuable 

services for the School District, Wayne Moving cannot 

receive compensation for its services because the additional 

expenses were not authorized by a majority of the School 

Board, as required by Section 508.
21

V.

The School District also argues that Wayne Moving‟s 

claim for unjust enrichment is barred by contract provisions 

found in the prime contract between the School District and 

Facility Strategies and that the elements of unjust enrichment 

have not been sufficiently established. Because we dispose of 

this case on the grounds that Section 508 of the Pennsylvania 

Public School Code bars Wayne Moving‟s claim for unjust 

enrichment, we do not reach the School District‟s other 

arguments for reversal.2

We conclude that the District Court‟s grant of Wayne 

Moving‟s motion for summary judgment and denial of the 

School District‟s motion for summary judgment were in error. 

We direct entry of summary judgment for the School District. 

 

2

The School District argued that Wayne Moving‟s 

unjust enrichment claim was separately barred by the terms of 

the subcontract between Wayne Moving and Facility 

Strategies. Specifically, the subcontract contained an 

incorporation clause that, the School District argued, 

incorporated the “Waiver Provisions” contained in the 

primary Relocation Contract between Facility Strategies and 

the School District. These waiver provisions prohibited all 

legal claims against the School District arising from the 

contracted-for services. Because we determine that Wayne 

Moving‟s unjust enrichment claim is barred by Section 508, 

we need not address nor decide whether the subcontract 

incorporated the prime contract between the School District 

and Facility Strategies or whether Wayne Moving‟s claim is 

separately barred by the relevant contractual provisions.
22

Accordingly, we will reverse and remand for entry of 

summary judgment for the School District.