This may be precedent...
Although the Legislature has explicitly waived sovereign immunity in tort for personal injury, wrongful death, and loss or injury of property, it has not done so for contract claims. Rather, in Pan–Am, the Florida Supreme Court found an implied waiver of sovereign immunity in contract on the premise that because the Legislature authorized state entities to enter into contracts, it must have intended those contracts to be valid and binding on both parties. In recognizing this exception, however, the court cautioned that the waiver of sovereign immunity was “applicable only to suits on express, written contracts into which the state agency has statutory authority to enter.” Id. at 6.
It seems axiomatic that this waiver only applies if the written contract is properly approved by or on behalf of the governmental entity sought to be held liable for performance of the contact.
Precedence...
Finally, sovereign immunity would appear to serve as an independent bar to enforcement of a purported contract against a governmental entity that was never approved by that entity. As explained in Pan-Am Tobacco Corp. v. Department of Corrections, 471 So.2d 4, 4 (Fla. 1984), "n Florida, sovereign immunity is the rule, rather than the exception. . . ." Although the Legislature has explicitly waived sovereign immunity in tort for personal injury, wrongful death, and loss or injury of property, it has not done so for contract claims. Rather, in Pan-Am, the Florida Supreme Court found an implied waiver of sovereign immunity in contract on the premise that because the Legislature authorized state entities to enter into contracts, it must have intended those contracts to be valid and binding on both parties. In recognizing this exception, however, the court cautioned that the waiver of sovereign immunity was "applicable only to suits on express, written contracts into which the state agency has statutory authority to enter." Id. at 6. It seems axiomatic that this waiver only applies if the written contract is properly approved by or on behalf of the governmental entity sought to be held liable for performance of the contact. Cf. Frankenmuth Mut. Ins. Co. v. Magaha, 769 So.2d 1012 (Fla. 2000) (holding that contract entered by county comptroller could not bind county unless also approved by the board of county commissioners); County of Brevard v. Miorelli Eng'g, Inc., 703 So.2d 1049, 1051 (Fla. 1997) ("One final point must be addressed. MEI asserts that the County waived the written change order requirement by directing work changes without following its own formalities. We decline to hold that the doctrines of waiver and estoppel can be used to defeat the express terms of the contract. Otherwise, the requirement of Pan-Am that there first be an express written contract before there can be a waiver of sovereign immunity would be an empty one. An unscrupulous or careless government employee could alter or waive the terms of the written agreement, thereby leaving the sovereign with potentially unlimited liability."); Broward County v. Conner, 660 So.2d 288 (Fla. 4th DCA 1995) (holding county attorney "could not bind the county to specific performance of [a] contract in the absence of proper commission approval"); Town of Indian River Shores v. Coll, 378 So.2d 53 (Fla. 4th DCA 1979) (holding contract entered by mayor was ultra vires and unenforceable against city when not properly approved by city council).
