Moore v. Nebraska Acct. & Disclosure Comm. , 310 Neb. 302 ( 2021 )


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    Nebraska Supreme Court Advance Sheets
    310 Nebraska Reports
    MOORE v. NEBRASKA ACCT. & DISCLOSURE COMM.
    Cite as 
    310 Neb. 302
    Timothy Moore, appellant, v. Nebraska
    Accountability and Disclosure
    Commission, appellee.
    ___ N.W.2d ___
    Filed October 22, 2021.   No. S-20-753.
    1. Administrative Law: Judgments: Appeal and Error. A judgment or
    final order rendered by a district court in a judicial review pursuant to
    the Administrative Procedure Act may be reversed, vacated, or modified
    by an appellate court for errors appearing on the record. When review-
    ing an order of a district court under the Administrative Procedure Act
    for errors appearing on the record, the inquiry is whether the decision
    conforms to the law, is supported by competent evidence, and is neither
    arbitrary, capricious, nor unreasonable.
    2. Judgments: Appeal and Error. Whether a decision conforms to law
    is by definition a question of law, in connection with which an appel-
    late court reaches a conclusion independent of that reached by the
    lower court.
    3. ____: ____. An appellate court, in reviewing a district court judgment
    for errors appearing on the record, will not substitute its factual find-
    ings for those of the district court where competent evidence supports
    those findings.
    4. Statutes: Appeal and Error. The interpretation of statutes presents
    questions of law, in connection with which an appellate court has an
    obligation to reach an independent conclusion irrespective of the deci-
    sion made by the court below.
    5. Public Officers and Employees: Contracts. Neb. Rev. Stat.
    § 49-14,103.01(5) (Reissue 2010) provides an exemption from the
    general prohibition against an officer having an interest in any contract
    with his or her governing body, when all of the following conditions
    are met: (1) The contract is an agenda item approved at a board meet-
    ing; (2) the interested officer makes a declaration on the record to the
    governing body regarding the nature and extent of his or her interest
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    MOORE v. NEBRASKA ACCT. & DISCLOSURE COMM.
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    310 Neb. 302
    before official consideration of the contract; (3) the interested officer
    does not vote on matters relating to the contract, including making pay-
    ments pursuant to the contract or accepting performance of work under
    the contract; and (4) the interested officer does not act for the governing
    body as to any inspection or performance under the contract.
    6.   ____: ____. When an officer complies with the disclosure and absten-
    tion requirements set out in Neb. Rev. Stat. § 49-14,103.01(5) (Reissue
    2010), he or she can avoid violating the general prohibition against
    having an interest in any contract to which his or her governing body is
    a party.
    7.   Statutes: Legislature: Intent. When construing a statute, a court must
    determine and give effect to the purpose and intent of the Legislature
    as ascertained from the entire language of the statute considered in its
    plain, ordinary, and popular sense.
    8.   Statutes: Appeal and Error. The rules of statutory interpretation require
    an appellate court to give effect to the entire language of a statute, and
    to reconcile different provisions of the statutes so they are consistent,
    harmonious, and sensible.
    9.   Contracts: Parties. A binding mutual understanding or meeting of the
    minds sufficient to establish a contract requires no precise formality
    or express utterance from the parties about the details of the proposed
    agreement; it may be implied from the parties’ conduct and the sur-
    rounding circumstances.
    10.   Contracts: Parties: Intent. An implied contract arises where the inten-
    tion of the parties is not expressed in writing but where the circum-
    stances are such as to show a mutual intent to contract.
    11.   ____: ____: ____. The determination of the parties’ intent to make a
    contract is to be gathered from objective manifestations—the conduct
    of the parties, language used, or acts done by them, or other pertinent
    circumstances surrounding the transaction. If the parties’ conduct is
    sufficient to show an implied contract, it is just as enforceable as an
    express contract.
    12.   ____: ____: ____. The determination of the parties’ intent to make a
    contract is normally a question of fact.
    13.   Appeal and Error. An appellate court does not consider errors which
    are argued but not assigned.
    Appeal from the District Court for Buffalo County: Ryan C.
    Carson, Judge. Affirmed.
    James R. Korth, of Reynolds, Korth & Samuelson, P.C.,
    L.L.O., for appellant.
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    Nebraska Supreme Court Advance Sheets
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    MOORE v. NEBRASKA ACCT. & DISCLOSURE COMM.
    Cite as 
    310 Neb. 302
    Douglas J. Peterson, Attorney General, and Lynn A. Melson
    for appellee.
    Heavican, C.J., Miller-Lerman, Cassel, Stacy, Funke,
    Papik, and Freudenberg, JJ.
    Stacy, J.
    After an evidentiary hearing, the Nebraska Accountability
    and Disclosure Commission (NADC) determined that Timothy
    Moore, while serving as the chair of the board of trustees
    for the village of Madrid, Nebraska (Village Board), vio-
    lated the Nebraska Political Accountability and Disclosure Act
    (NPADA) 1 by having an interest in a contract with the Village
    Board and failing to comply with the disclosure and absten-
    tion requirements of § 49-14,103.01(5). The NADC imposed a
    civil penalty of $500 for the violations. Moore filed an admin-
    istrative appeal, and the district court affirmed the NADC’s
    decision. Moore appeals again, assigning error to the district
    court’s finding that he had an interest in a contract with the
    Village Board sufficient to trigger the disclosure and absten-
    tion provisions of § 49-14,103.01. We affirm the judgment of
    the district court.
    BACKGROUND
    The pertinent facts in this matter are undisputed. The village
    of Madrid is governed by a five-person Village Board. From
    1998 through 2016, Moore served as the chair of the Village
    Board. Pursuant to Nebraska statute at the time, “the annual
    salary of the chair[person] and other members of the [village]
    board of trustees shall be fixed by ordinance” 2 and “[n]o offi-
    cer shall receive any pay or perquisites from the [village] other
    than his or her salary.” 3
    1
    Neb. Rev. Stat. §§ 49-1401 to 49-14,142 (Reissue 2010 & Cum. Supp.
    2016).
    2
    Neb. Rev. Stat. § 17-209 (Reissue 2012).
    3
    Neb. Rev. Stat. § 17-611 (Reissue 2012).
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    MOORE v. NEBRASKA ACCT. & DISCLOSURE COMM.
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    310 Neb. 302
    Our record does not contain an ordinance for the village of
    Madrid addressing the annual salary of the Village Board, but
    the parties generally agree that in 2014, the chair of the Village
    Board was entitled to compensation of $150 for each regular
    monthly meeting he or she attended, for a total annual compen-
    sation of $1,800. In December 2014, the Village Board passed
    a “Resolution” increasing the chair’s compensation to $300 per
    regular monthly meeting attended, for an expected annual com-
    pensation of $3,600. From 1998 through 2016, Moore regularly
    received the authorized compensation for attending monthly
    meetings of the Village Board.
    During 2014, 2015, and 2016, Moore performed certain
    work for the village beyond the normal duties of the chair of
    the Village Board and he regularly submitted requests to be
    paid for such work at an hourly rate. This additional work, and
    the manner in which Moore requested and received payment
    for that work, is at the heart of this appeal.
    Moore’s payment requests for the additional work were
    reviewed during the monthly Village Board meetings, but were
    not listed as agenda items. Moore typically did not declare his
    interest on the record in such requests before they were consid-
    ered, nor did he abstain from voting on or approving his own
    payment requests. The Village Board regularly approved and
    paid Moore’s requests for additional compensation. The record
    contains Internal Revenue Service tax forms showing the vil-
    lage paid Moore “[n]onemployee compensation” of $9,528.68
    in 2014, $8,898 in 2015, and $14,490.50 in 2016.
    NADC Complaint
    In April 2017, a village resident filed a complaint against
    Moore with the NADC. Ultimately, Moore was notified that he
    was being investigated for 11 alleged violations of the NPADA.
    Two of the alleged violations pertained to § 49-14,101.01(1),
    which provides, in part:
    A public official or public employee shall not use or
    authorize the use of his or her public office . . . to
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    MOORE v. NEBRASKA ACCT. & DISCLOSURE COMM.
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    310 Neb. 302
    obtain financial gain, other than compensation provided
    by law, for himself or herself, a member of his or her
    immediate family, or a business with which the individual
    is associated.
    The NADC’s notice alleged that in 2015 and 2016, while
    holding public office, Moore requested and received com-
    pensation other than that allowed by law, in violation of
    § 49-14,101.01(1).
    Nine of the alleged violations pertained to § 49-14,103.01,
    which at the time provided, in relevant part:
    (2) . . . [N]o officer may have an interest in any con-
    tract to which his or her governing body, or anyone for
    its benefit, is a party. The existence of such an interest in
    any contract shall render the contract voidable by decree
    of a court of competent jurisdiction as to any person who
    entered into the contract or took assignment of such con-
    tract with actual knowledge of the prohibited conflict.
    ....
    (4) The prohibition in this section shall apply only
    when the officer . . . (b) will receive a direct pecuniary
    fee or commission as a result of the contract.
    (5) The prohibition in this section does not apply if the
    contract is an agenda item approved at a board meeting
    and the interested officer:
    (a) Makes a declaration on the record to the governing
    body responsible for approving the contract regarding the
    nature and extent of his or her interest prior to official
    consideration of the contract;
    (b) Does not vote on the matters of granting the con-
    tract, making payments pursuant to the contract, or accept-
    ing performance of work under the contract, or similar
    matters relating to the contract, except that if the number
    of members of the governing body declaring an interest
    in the contract would prevent the body with all members
    present from securing a quorum on the issue, then all
    members may vote on the matters; and
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    MOORE v. NEBRASKA ACCT. & DISCLOSURE COMM.
    Cite as 
    310 Neb. 302
    (c) Does not act for the governing body which is party
    to the contract as to inspection or performance under the
    contract in which he or she has an interest.
    The NADC’s notice alleged that in 2014, 2015, and 2016,
    Moore had an interest in one or more contracts with the vil-
    lage, and that when submitting claims for payment under those
    contracts at monthly Village Board meetings, he failed to
    include the claims as agenda items, failed to declare an interest
    in the claims, and failed to abstain from voting on the claims,
    in violation of § 49-14,103.01(5).
    After conducting its investigation, the NADC found “prob-
    able cause” that one or more of the violations alleged in the
    notice had occurred. 4 It notified Moore that a hearing would
    take place to determine whether he violated the NPADA and,
    if so, whether civil penalties should be assessed. 5 There is no
    suggestion in the record that the NADC referred the matter for
    consideration of a possible criminal violation of the NPADA. 6
    NADC Hearing
    A hearing officer was appointed, and an evidentiary hearing
    was conducted in Kearney, Nebraska. The evidence adduced
    during that hearing was generally consistent with the facts
    described above.
    Moore testified at the hearing. He explained that in 2014,
    2015, and 2016, in addition to his ordinary board duties, he
    performed extra work for the village. According to Moore,
    this extra work included filling in for the village utilities
    superintendent when that employee was ill or absent, work-
    ing on the village budget and audit, working with the attorney
    retained by the village to address ongoing legal issues related
    to a failure in the village’s wastewater treatment facility, and
    performing miscellaneous “chores” for the village. Moore
    4
    See § 49-14,125.
    5
    See § 49-14,126.
    6
    See, e.g., §§ 49-14,124.02 and 49-14,133. See, also, § 49-14,103.04.
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    MOORE v. NEBRASKA ACCT. & DISCLOSURE COMM.
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    310 Neb. 302
    testified that he was asked by the Village Board to perform
    this extra work and that all of the work was preapproved by
    the Village Board.
    Moore also admitted that from 2014 to 2016, he regularly
    submitted payment requests to the Village Board for the extra
    work he performed. He charged an hourly rate for his services,
    and he testified that this hourly rate had been preapproved by
    the Village Board. The Village Board considered and approved
    Moore’s payment requests during its regular monthly meet-
    ings, and Moore accepted the payments when they were made.
    These payments were in addition to Moore’s annual compensa-
    tion as the chair of the Village Board.
    Moore further admitted that when submitting the payment
    requests, he did not list them as agenda items for the Village
    Board meetings, he typically did not declare his interest in the
    requests before they were considered, and he did not abstain
    from voting on the requests. Moore claimed he was not required
    to comply with the disclosure and abstention provisions of
    § 49-14,103.01(5), because during the relevant timeframe, he
    did not have any contracts with the village for the additional
    work he performed. He also argued that he was not subject to
    the requirements of § 49-14,103.01(5), because he performed
    the extra work as an “employee” of the village, rather than
    an officer.
    NADC Order
    In an order issued September 13, 2019, the NADC deter-
    mined there was not sufficient evidence to establish violations
    of § 49-14,101.01(1). No party has appealed from that deter­
    mination, and we do not comment on it further.
    Regarding the alleged violations of § 49-14,103.01(5), the
    NADC found that each month during the relevant time period,
    Moore submitted a request to be paid at an hourly rate for
    additional work performed on behalf of the village and the
    Village Board regularly approved and paid these requests. It
    also found that Moore failed to include his payment requests
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    MOORE v. NEBRASKA ACCT. & DISCLOSURE COMM.
    Cite as 
    310 Neb. 302
    on the monthly meeting agendas, failed to declare his inter-
    est in the requests, and failed to abstain from voting on the
    requests. The NADC concluded that the conduct of the parties
    showed Moore had formed implied contracts with the Village
    Board to perform extra work for a set hourly rate and that
    Moore failed to comply with the disclosure and abstention
    requirements of § 49-14,103.01 when seeking payment under
    those contracts.
    The NADC rejected Moore’s contention that he was not
    subject to the requirements of § 49-14,103.01(5) because he
    had performed the extra work as an “employee” of the village
    rather than an officer. Instead, the NADC found that Moore was
    acting as an officer of the Village Board at all times and had
    performed the extra work “in an effort to fulfill his perceived
    duty as a member of the [V]illage [B]oard.” It therefore unani-
    mously concluded Moore was subject to, and had violated, the
    disclosure and abstention requirements of § 49-14,103.01 in
    2014, 2015, and 2016. It assessed a single civil penalty of $500
    for all of the violations. 7
    Administrative Procedure Act Appeal
    Moore filed a timely petition in the district court for Buffalo
    County, seeking judicial review of the NADC’s decision under
    the Administrative Procedure Act (APA). 8 As pertinent here,
    Moore assigned error to the NADC’s determination that he
    entered into contracts with the Village Board to perform addi-
    tional services for an hourly rate. Moore’s primary argument
    was that he had not entered into any contracts with the Village
    Board to perform the additional work, so the provisions of
    § 49-14,103.01(5) did not apply to his requests to be paid for
    such work. Alternatively, he argued that § 49-14,103.01 did
    7
    See § 49-14,126 (authorizing NADC to order violators to pay “a civil pen­
    alty of not more than two thousand dollars for each violation of the act,
    rule, or regulation”).
    8
    See Neb. Rev. Stat. §§ 84-901 to 84-920 (Reissue 2014 & Cum. Supp.
    2020).
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    not apply, because he was performing the extra work as an
    employee of the village, and not as an officer.
    In an order entered September 18, 2020, the district court
    rejected both of Moore’s arguments. The court agreed with the
    NADC that the evidence showed there was an implied con-
    tract between Moore and the village for the additional work,
    reasoning:
    [T]he evidence shows that [Moore] agreed to perform
    certain tasks beyond the normal duties as Chairman of the
    Village Board, and did so at the board’s request. While it
    is clear that [Moore’s] motivation was to serve his com-
    munity, the evidence shows he was offered consideration
    or payment for those services in the form of compensa-
    tion at an hourly rate. This compensation was extra pay
    in addition to his salary and is generally prohibited by
    statute. See Neb. Rev. Stat. §17-611 (“No officer shall
    receive any pay or perquisites from a . . . village other
    than his or her salary”). The parties proceeded in this
    manner from 2014 to 2016, and [Moore’s] invoices were
    regularly approved by the Village Board every month.
    Accordingly, the parties’ conduct and the surrounding
    circumstances are sufficient to indicate the existence of a
    contract, implied or otherwise.
    The district court also rejected Moore’s contention that the
    disclosure and abstention requirements of § 49-14,103.01(5)
    did not apply because he had performed the extra work as an
    “employee” of the village, not as an officer. The court held that
    Moore was serving as a Village Board trustee at all relevant
    times, and under Neb. Rev. Stat. § 17-209.02 (Reissue 2012),
    trustees are not allowed to simultaneously perform the duties
    of a village employee, unless they are performing “seasonal or
    emergency work” for the village. Moreover, the court reasoned
    that even if some of Moore’s extra work could be considered
    permissible “seasonal” or “emergency” work, that would not
    allow him to avoid the disclosure and abstention requirements
    of § 49-14,103.01, because under § 17-209.02 as it existed
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    during the relevant time period, a trustee could not be com-
    pensated for such work absent board approval and compliance
    with § 49-14,103.01. 9
    The district court therefore affirmed the NADC’s decision in
    all respects. Moore filed this timely appeal, which we moved
    to our docket on our own motion.
    ASSIGNMENTS OF ERROR
    Moore assigns that the district court erred in affirming the
    decision of the NADC based on a finding that he “entered
    into contracts with the Village of Madrid in 2014, 2015,
    and 2016.” 10
    STANDARD OF REVIEW
    [1] A judgment or final order rendered by a district court
    in a judicial review pursuant to the APA may be reversed,
    vacated, or modified by an appellate court for errors appearing
    on the record. 11 When reviewing an order of a district court
    under the APA for errors appearing on the record, the inquiry
    is whether the decision conforms to the law, is supported by
    competent evidence, and is neither arbitrary, capricious, nor
    unreasonable. 12
    [2] Whether a decision conforms to law is by definition
    a question of law, in connection with which an appellate
    court reaches a conclusion independent of that reached by the
    lower court. 13
    [3] An appellate court, in reviewing a district court judg-
    ment for errors appearing on the record, will not substitute its
    9
    See § 17-209.02 (prohibiting governing bodies from merging duties of
    trustee with duties of any other office or employment “except that trustees
    may perform and upon board approval receive compensation for seasonal
    or emergency work subject to sections 49-14,103.01 to 49-14,103.06”).
    10
    Brief for appellant at 3.
    11
    Big Blue Express v. Nebraska Dept. of Rev., 
    309 Neb. 838
    , 
    962 N.W.2d 528
     (2021).
    12
    
    Id. 13
    Id.
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    factual findings for those of the district court where competent
    evidence supports those findings. 14
    [4] The interpretation of statutes presents questions of law,
    in connection with which an appellate court has an obligation
    to reach an independent conclusion irrespective of the decision
    made by the court below. 15
    ANALYSIS
    § 49-14,103.01
    Section 49-14,103.01(2) of the NPADA provides that “no
    officer may have an interest in any contract to which his or
    her governing body, or anyone for its benefit, is a party.” For
    purposes of this prohibition, the NPADA defines “officers” to
    include “a member of any board or commission of any . . .
    village which spends and administers its own funds, who is
    dealing with a contract made by such board or commission.” 16
    Moore does not dispute that as a trustee of the Village Board,
    he was an “officer” subject to the general prohibition against
    having an interest in any contract in which the Village Board
    is a party. His contention is that he had no contract with the
    Village Board to perform extra work for an hourly rate.
    Before addressing the merits of this contention, we pause
    to note that under earlier codifications of this statute, when
    an officer had an interest in a contract to which his or her
    governing body was a party, the contract was deemed void as
    a matter of law. 17 But under the current statutory scheme, the
    ­existence of a prohibited interest renders the contract voidable
    14
    Id.
    15
    Vokal v. Nebraska Acct. & Disclosure Comm., 
    276 Neb. 988
    , 
    759 N.W.2d 75
     (2009).
    16
    § 49-14,103.01(1).
    17
    See, e.g., Heese v. Wenke, 
    161 Neb. 311
    , 
    73 N.W.2d 223
     (1955) (holding
    § 17-611 prohibited village officer from having interest in any contract to
    which village was party and rendered any such contract void); Neisius v.
    Henry, 
    142 Neb. 29
    , 
    5 N.W.2d 291
     (1942) (holding Comp. Stat. § 17-517
    (1929) prohibited village officer from having interest in any contract with
    village and such contracts were void for all purposes).
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    by court decree under certain circumstances. 18 We are aware
    that § 49-14,103.01 was amended in several respects in 2020
    and 2021, 19 but we confine our analysis to the statute as it
    existed in 2014 through 2016.
    [5,6] Section 49-14,103.01(5) provides an exemption from
    the general prohibition against an officer having an interest in
    any contract with his or her governing body, when all of the
    following conditions are met: (1) The contract is an agenda
    item approved at a board meeting; (2) the interested officer
    makes a declaration on the record to the governing body
    regarding the nature and extent of his or her interest before
    official consideration of the contract; (3) the interested offi-
    cer does not vote on matters relating to the contract, includ-
    ing making payments pursuant to the contract or accepting
    perform­ance of work under the contract; and (4) the interested
    officer does not act for the governing body as to any inspection
    or performance under the contract. 20 When an officer complies
    with the disclosure and abstention requirements set out in
    § 49-14,103.01(5), he or she can avoid violating the general
    prohibition against having an interest in any contract to which
    his or her governing body is a party.
    As stated, Moore concedes he did not comply with the
    disclosure and abstention requirements of § 49-14,103.01(5)
    when seeking payment for the extra work, but he contends that
    compliance was not necessary, because he had no interest in a
    contract with the Village Board sufficient to trigger the statute.
    We address this contention next, and we reject it.
    Moore’s Interest in Contract
    The NPADA does not expressly define “an interest in any
    contract” as used in § 49-14,103.01, and we have not pre-
    viously construed this provision of the statute. In doing so now,
    we apply familiar principles of statutory construction.
    18
    § 49-14,103.01(2).
    19
    See, e.g., 2021 Neb. Laws, L.B. 65, § 1; 2020 Neb. Laws, L.B. 1055, § 19.
    20
    See § 49-14,103.01(5)(a) through (c).
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    [7,8] When construing a statute, a court must determine
    and give effect to the purpose and intent of the Legislature as
    ­ascertained from the entire language of the statute considered
    in its plain, ordinary, and popular sense. 21 Additionally, the
    rules of statutory interpretation require an appellate court to
    give effect to the entire language of a statute, and to reconcile
    different provisions of the statutes so they are consistent, har-
    monious, and sensible. 22
    Although the Legislature has not expressly defined “an
    interest in any contract” for purposes of § 49-14,103.01, the
    plain language of the statute provides considerable guidance as
    to what the phrase does, and does not, include. Some of that
    guidance is found in § 49-14,103.01 23 itself, and some is found
    in related statutes. 24
    As relevant here, § 49-14,103.01(4) states:
    The prohibition in this section shall apply only when the
    officer or his or her parent, spouse, or child (a) has a
    business association as defined in section 49-1408 with
    the business involved in the contract or (b) will receive
    a direct pecuniary fee or commission as a result of
    the contract.
    Moore does not dispute that he received a direct pecuniary
    fee or payment of money from the Village Board in exchange
    21
    Peterson v. Jacobitz, 
    309 Neb. 486
    , 
    961 N.W.2d 258
     (2021).
    22
    
    Id. 23
    See, e.g., § 49-14,103.01(7) through (10) (identifying certain financial
    transactions that are not considered “contracts” and certain de minimis
    corporate ownership that is not considered “interest”; identifying certain
    employment contracts in which officers can vote even when officer’s
    spouse, parent, or child is employee of governing body).
    24
    See, e.g., § 49-14,103.03(1) (providing that “[a]n open account estab­
    lished for the benefit of any governing body with a business in which
    an officer has an interest shall be deemed a contract subject to sections
    49-14,103.01 to 49-14,103.06”); § 49-14,103.06 (authorizing governing
    bodies to exempt “contracts involving one hundred dollars or less” from
    requirements of § 49-14,103.01).
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    for performing the extra work. But he argues there was no evi-
    dence of a “mutual understanding or meeting of the minds” 25
    sufficient to show he had a contract with the Village Board to
    perform the extra work for an hourly rate. We disagree.
    [9-11] A binding mutual understanding or meeting of the
    minds sufficient to establish a contract requires no precise for-
    mality or express utterance from the parties about the details
    of the proposed agreement; it may be implied from the parties’
    conduct and the surrounding circumstances. 26 An implied con-
    tract arises where the intention of the parties is not expressed
    in writing but where the circumstances are such as to show
    a mutual intent to contract. 27 The determination of the par-
    ties’ intent to make a contract is to be gathered from objective
    manifestations—the conduct of the parties, language used, or
    acts done by them, or other pertinent circumstances surround-
    ing the transaction. 28 If the parties’ conduct is sufficient to
    show an implied contract, it is just as enforceable as an express
    contract. 29
    [12] Normally, the determination of the parties’ intent to
    make a contract is a question of fact. 30 Here, the district court
    made an express factual finding that “the parties’ conduct
    and the surrounding circumstances are sufficient to indicate the
    existence of a contract, implied or otherwise.” We find compe-
    tent evidence in the record to support this finding.
    25
    Linscott v. Shasteen, 
    288 Neb. 276
    , 281, 
    847 N.W.2d 283
    , 289 (2014).
    26
    Linscott, supra note 25. See, also, City of Scottsbluff v. Waste Connections
    of Neb., 
    282 Neb. 848
    , 856-57, 
    809 N.W.2d 725
    , 737 (2011) (explaining
    “‘implied contract’ refers to that class of obligations that arises from
    mutual agreement and intent to promise, when the agreement and promise
    have simply not been expressed in words”); Turner v. Fehrs Neb. Tractor
    & Equip., 
    259 Neb. 313
    , 
    609 N.W.2d 652
     (2000) (noting there must be
    evidence of mutual intent to have implied contract).
    27
    Linscott, supra note 25.
    28
    Id.
    29
    Id.
    30
    Kaiser v. Millard Lumber, 
    255 Neb. 943
    , 
    587 N.W.2d 875
     (1999).
    - 316 -
    Nebraska Supreme Court Advance Sheets
    310 Nebraska Reports
    MOORE v. NEBRASKA ACCT. & DISCLOSURE COMM.
    Cite as 
    310 Neb. 302
    Moore testified that in 2014, 2015, and 2016, the Village
    Board asked him to perform additional work for the village
    and preapproved this additional work, as well as the hourly
    rate for such work. Moore testified that he regularly performed
    the additional work, describing that he felt an obligation to do
    so, after which he submitted requests to be paid at the agreed-
    upon hourly rate. The Village Board took up Moore’s pay-
    ment requests at its regular monthly meetings, and the record
    leaves no question that those requests were routinely approved
    and paid.
    We agree with the district court’s conclusion that the par-
    ties’ conduct and the surrounding circumstances demonstrate
    a mutual intent sufficient to show there was an implied con-
    tract to have Moore perform additional work for the village in
    exchange for compensation at a set hourly rate. Indeed, without
    such a contract, there is nothing in the record that explains why
    Moore performed the extra work, why the Village Board paid
    him for such work, and why Moore accepted this additional
    compensation. While we express no opinion on the propriety
    of such a contract, we soundly reject as meritless Moore’s con-
    tention that the district court erred in finding he had a contract
    with the Village Board to perform extra work in exchange for
    an hourly rate.
    [13] For the sake of completeness, we note that Moore devotes
    a significant portion of his appellate briefing to arguing that
    the disclosure and abstention provisions of § 49-14,103.01(5)
    did not apply to him, because he was acting as an “employee”
    of the village when he performed the extra work. Moore pre-
    sented a similar argument in the district court, and that court
    rejected the argument as meritless under the plain language
    of § 17-209.02. Because Moore has not assigned error to that
    aspect of the district court’s holding, we do not consider his
    arguments that he was acting as an employee when he per-
    formed the extra work. An appellate court does not consider
    errors which are argued but not assigned. 31
    31
    State v. Jennings, 
    308 Neb. 835
    , 
    957 N.W.2d 143
     (2021).
    - 317 -
    Nebraska Supreme Court Advance Sheets
    310 Nebraska Reports
    MOORE v. NEBRASKA ACCT. & DISCLOSURE COMM.
    Cite as 
    310 Neb. 302
    CONCLUSION
    At all relevant times, Moore was a trustee of the Village
    Board and was therefore subject to the general prohibition
    against having an interest in any contract in which the Village
    Board was a party. He entered into contracts with the Village
    Board to perform additional work for the village in exchange
    for compensation at a set hourly rate. He then reg­ularly
    requested payment under such contracts, and he violated
    § 49-14,103.01(5) when he failed to place the requests on
    the agenda of the monthly Village Board meetings, failed to
    declare his interest in the requests on the record before the
    matters were considered, and failed to abstain from voting on
    and approving his requests.
    While the record shows that Moore’s primary motivation
    for agreeing to perform the extra work was to serve his com-
    munity, noble intentions do not exempt him from the disclo-
    sure and abstention requirements of § 49-14,103.01(5). As the
    Legislature has recognized, it is essential to the proper opera-
    tion of democratic government that public officials be indepen-
    dent and impartial and that end is impaired when there exists,
    or appears to exist, a substantial conflict between the private
    interests of a public official and his or her official duties. 32
    Although the vast majority of public officials are dedicated and
    serve with high integrity, the public interest requires that the
    law provide greater accountability, disclosure, and guidance
    with respect to the conduct of public officials. 33
    The district court’s judgment affirming the decision of the
    NADC conforms to the law, is supported by competent evi-
    dence, and is neither arbitrary, capricious, nor unreasonable.
    We therefore affirm the judgment.
    Affirmed.
    32
    See § 49-1402(3) and (4).
    33
    See § 49-1402(4).