PUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
CATAWBA INDIAN TRIBE OF SOUTH
CAROLINA,
Plaintiff-Appellant,
v. No. 05-2050
CITY OF ROCK HILL, South Carolina,
Defendant-Appellee.
Appeal from the United States District Court
for the District of South Carolina, at Rock Hill.
Cameron McGowan Currie, District Judge.
(CA-04-22374-CMC)
Argued: October 25, 2006
Decided: September 20, 2007
Before WILLIAMS, Chief Judge, TRAXLER, Circuit Judge, and
WIDENER, Senior Circuit Judge.1
Affirmed by published per curiam opinion.
COUNSEL
ARGUED: Jerry Jay Bender, BAKER, RAVENEL & BENDER,
L.L.P., Columbia, South Carolina, for Appellant. W. Mark White,
1
Judge Widener heard oral argument in this case but did not participate
in the decision. The opinion is filed by a quorum of the panel pursuant
to 28 U.S.C. § 46(d).
2 CATAWBA INDIAN TRIBE v. CITY OF ROCK HILL
SPENCER & SPENCER, P.A., Rock Hill, South Carolina, for Appel-
lee. ON BRIEF: W. Chaplin Spencer, Jr., SPENCER & SPENCER,
P.A., Rock Hill, South Carolina, for Appellee.
OPINION
PER CURIAM:
Appellant Catawba Indian Tribe (the Tribe) filed suit against the
City of Rock Hill (the City), alleging that a recently enacted City
Ordinance impaired contracts previously entered into by the parties
for the construction of water infrastructure to serve the Tribe’s reser-
vation. Because the Ordinance did not impair the contracts entered
into between the Tribe and the City, we conclude that the Contracts
Clause of the United States Constitution was not violated.
I.
In 1999, the parties entered into a "WATER AND/OR SEWER
SERVICE AGREEMENT AND RESTRICTIVE COVENANT."
(J.A. at 114.)2 The agreement was essentially a promise from the City
to provide water services in the future so long as the Tribe entered
into a restrictive covenant for future annexation of the Reservation.
(J.A. at 115 ("Owner acknowledges that a purpose of this Agreement
is to ensure . . . Owner’s full and complete cooperation with any effort
to annex the subject property.").)
Approximately three years later, during the summer and fall of
2002, the Tribe entered into four separate Extension Agreements with
the City for the construction of water mains and sewer facilities to
serve the Tribe’s reservation, which is located outside the City’s
municipal limits. Under the contracts, the Tribe agreed to pay a total
of $260,464.00 for the construction of sewer mains and accessories,
$125,934.00 for the construction of water mains and accessories, and
$3,630.00 for the installation of sixty-six water meters. Clause 4 of
2
Citations to the J.A. refer to the Joint Appendix filed by the parties
to this appeal.
CATAWBA INDIAN TRIBE v. CITY OF ROCK HILL 3
the contracts concerned the amount to be paid for water meter instal-
lations, with each water meter costing $55.00. Clause 4 also stated
that "[t]he water meters will be installed by the City, on request by
the Developer, when water service is needed." (J.A. at 26.) The Tribe
quickly made all payments and fully performed under the contracts,
although it did not immediately request service.
On March 17, 2003, the City adopted an Ordinance imposing water
and wastewater impact fees "for all water and/or wastewater service
requests," including requests for "new service, water and/or waste-
water extension requests and agreements, additional meters, or
upgrades of existing services that will create any new or additional
demand on the City’s water and/or wastewater systems." (J.A. at 35.)
Although it adopted the Ordinance on March 17, the City gave all
interested parties until June 30, 2003 to request service without impo-
sition of impact fees.
The Tribe did not request service and installation of the meters
until August 2003. At that time, the City imposed an impact fee of
$100,478.00 in connection with the water meter and service installa-
tion. The Tribe paid the sum under protest and initiated this action,
complaining that the City’s imposition of additional fees violated the
Contracts Clause of the United States Constitution.
Both the Tribe and the City agreed that the case was ripe for sum-
mary judgment in the district court and filed cross motions for sum-
mary judgment. On August 22, 2005, the district court granted the
City’s motion and denied the Tribe’s motion. Although the district
court assumed, arguendo, that the contracts were impaired, it found
that there was no "substantial" impairment. Alternatively, even if
there was substantial impairment, the district court found that any
such impairment was reasonable and necessary to serve an important
public purpose.
The Tribe timely appealed. We have jurisdiction pursuant to 28
U.S.C.A. § 1291 (West 2006).
4 CATAWBA INDIAN TRIBE v. CITY OF ROCK HILL
II.
A.
We review de novo the district court’s grant of summary judgment
in favor of the City, applying the same standard as did the district
court. See Laber v. Harvey, 438 F.3d 404, 415 (4th Cir. 2006) (en
banc). Summary judgment is appropriate when "the pleadings, depo-
sitions, answers to interrogatories, and admissions on file, together
with the affidavits, if any, show that there is no genuine issue as to
any material fact and that the moving party is entitled to judgment as
a matter of law." Fed. R. Civ. P. 56(c); see also Celotex Corp. v.
Catrett, 477 U.S. 317, 324 (1986). We must construe the facts in the
light most favorable to the Tribe, and we may not make credibility
determinations or weigh the evidence. See Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 255 (1986); Edell & Assocs., P.C. v. Law Offices
of Peter G. Angelos, 264 F.3d 424, 435 (4th Cir. 2001).
B.
The Contract Clause states that "[n]o State shall . . . pass any . . .
Law impairing the Obligation of Contracts." U.S. Const. art. I, § 10,
cl. 1. Although the Clause is phrased in absolute terms, it is not inter-
preted "absolutely to prohibit the impairment of either government or
private contracts." Balt. Teachers Union v. Mayor and City Council
of Balt., 6 F.3d 1012, 1014 (4th Cir. 1993); see Home Bldg. & Loan
Ass’n v. Blaisdell, 290 U.S. 398, 428 (1934) (holding that "the prohi-
bition is not an absolute one and is not to be read with literal exact-
ness like a mathematical formula.").
The Supreme Court has formulated a three-part analysis to deter-
mine if the Contract Clause has been violated. First, a court must ask
whether there has been an impairment of a contract. See U. S. Trust
Co. v. New Jersey, 431 U.S. 1, 17 (1977) (holding that "as a prelimi-
nary matter, [a] claim requires a determination that the [state action]
has the effect of impairing a contractual obligation"). Second, a court
must ask "whether the state law has, in fact, operated as a substantial
impairment of a contractual relationship." Allied Structural Steel Co.
v. Spannaus, 438 U.S. 234, 244 (1978). Third, if the court finds a sub-
stantial impairment, it must ask "whether that impairment is nonethe-
CATAWBA INDIAN TRIBE v. CITY OF ROCK HILL 5
less permissible as a legitimate exercise of the state’s sovereign
powers." Balt. Teachers, 6 F.3d at 1015. In short, then, a claimant
must show (1) contractual impairment, (2) that is substantial, and (3)
not a legitimate exercise of state power. See City of Charleston v.
Pub. Serv. Comm’s of W. Va., 57 F.3d 385, 391 (4th Cir. 1995)
("Only if there is a contract, which has been substantially impaired,
and there is no legitimate public purpose justifying the impairment,
is there a violation of the Contract Clause.").
The Tribe contends that the imposition of an impact fee by the City
constituted an unconstitutional impairment of the obligation of the
contract that was substantial and not a legitimate exercise of the
City’s power.3 The City counters that the imposition of impact fees
did not impair the contracts, and even if it did, the imposition of water
service fees and rates is a legitimate exercise of the City’s police
power. The City’s argument is persuasive.
There is no question that there existed contracts between the City
and the Tribe, and that the Tribe fully performed its obligations under
the contracts. The central issue in this case, however, is whether the
contracts provided merely for the installation of water meters or for
the installation of meters and the turning on of water services.
Accordingly, the City argues that the impact fees imposed by the
Ordinance did "not relate to any term or condition of the [contracts]."
(Appellee’s Br. at 12.) Under the City’s reasoning, it fully performed
the terms of the contracts and did nothing to impair that performance.4
3
"It is no longer open to question that municipal legislation passed
under supposed legislative authority from the State is within the prohibi-
tion of the Federal Constitution and void if it impairs [the Contract
Clause]." N. Pac. Ry. Co. v. Minnesota, 208 U.S. 583, 590 (1908).
4
Although the district court assumed — without finding — that the
contract was impaired, we review judgments, not opinions. E.g., Califor-
nia v. Rooney, 483 U.S. 307, 311 (1987). We are accordingly entitled to
affirm the district court on any ground that would support the judgment
in favor of the party prevailing below. Blum v. Bacon, 457 U.S. 132, 137
n.5 (1982) ("It is well accepted . . . that without filing a cross-appeal . . .,
an appellee may rely upon any matter appearing in the record in support
of the judgment below.").
6 CATAWBA INDIAN TRIBE v. CITY OF ROCK HILL
To answer whether the contracts were impaired, we must interpret
the meaning of the contracts and the subsequent Ordinance, applying
South Carolina law. South Carolina follows an objective contract
interpretation rule, meaning that if the language of a contract "is per-
fectly plain and capable of legal construction, such language deter-
mines the force and effect of the instrument." Blakeley v. Rabon, 221
S.E.2d 767, 769 (S.C. 1976). "Words cannot be read into a contract
which impart intent wholly unexpressed when the contract was exe-
cuted." Id.
The contracts’ language leads to the conclusion that their purpose
was to establish (1) the necessary infrastructure to be constructed to
make the connection; (2) the sum to be paid for the construction; (3)
the dedication of the infrastructure by the Tribe to the City; (4) the
sum to be paid for the installation of the meters; and (5) the allocation
of risk and warranty for the work. Thus, while the contracts specified
the sum to be paid for installation of the meters, they further stated
that "[t]he water meters will be installed by the City, on request by
the Developer, when water service is needed." (J.A. at 26.) For the
Tribe to prove an impairment, then, it must show that this language
also bound the City with respect to impact fees for initiating water
service, as opposed to solely infrastructure, or capacity. The Tribe
fails to make this showing.
In Martin v. Carolina Water Service, Inc., 312 S.E.2d 556 (S.C. Ct.
App. 1984), the state court addressed the question of whether a water
contract, which prohibited the imposition of any "connection" or "tap"
fees, was violated upon the imposition of an "expansion and modifi-
cation fee," which consisted of "a charge related to the costs of
increasing the size and volume of a water or sewer system and of
making changes in either such system." Id. at 559. The court con-
cluded that "nothing in the contract suggests that the term ‘connection
or tap-on fee’ refers to anything but the cost of attaching a property
owner . . . to a water or sewer line," id., and, therefore, such a provi-
sion "bears no relation to either expanding or modifying a utility sys-
tem," id. Accordingly, the court held that the contract was not
violated because the expansion fees were "separate and distinct" from
the connection fees. Id.
Martin is analogous to the case here, where there existed contracts
for the water infrastructure and attachment of the Tribe to the City’s
CATAWBA INDIAN TRIBE v. CITY OF ROCK HILL 7
system, combined with the Ordinance imposing impact fees for new
service where such service would "create any new or additional
demand on the City’s water and/or wastewater systems." (J.A. at 35.)
Also, the contracts at issue here do not expressly prohibit impact fees
— just as those in Martin did not expressly prohibit modification fees
— leading to the inference that such fees were "not within the con-
templation of either party at the time of the contract." Martin, 312
S.E.2d at 559 (noting that the contract is silent on the question of
expansion or modification fees).
The Tribe, in fact, "does not dispute that it was required to have a
separate water and sewer service agreement," but argues instead that
it had such an agreement, relying on the September 17, 1999 contract.
(Appellant’s Br. at 11.) The record, however, proves the insignifi-
cance of that agreement.5 That agreement was essentially a promise
from the City to provide water services in the future so long as the
Tribe entered into a restrictive covenant for future annexation of the
Reservation. (J.A. at 115 ("Owner acknowledges that a purpose of
this Agreement is to ensure . . . Owner’s full and complete coopera-
tion with any effort to annex the subject property.").) The agreement
did not speak of specific services, infrastructure, or prices. Instead,
the plain object was to impose a restrictive covenant for as long as
water service was provided. (J.A. at 116 (providing that the covenant
shall be in effect until either the property is annexed in its entirety or
the property is no longer being served by the city).) In fact, the Tribe
concedes that it expected to pay the regular fee that the City charges
for such services. But the natural extension of this argument is that
nothing restricts a public utility from raising or otherwise varying its
fees. That is what happened in this case. The City simply raised the
fee for turning on the water service.
5
The Tribe also argues that the contract can be interpreted to suggest
that "the Ordinance has no application to the water meters to be installed
pursuant to it" because the meters cannot be considered "new" or "addi-
tional." (Appellant’s Br. at 21.) This argument is irrelevant to (and actu-
ally goes against) the Tribe’s Contract Clause claim. If the Ordinance
cannot be enforced against the Tribe on its own terms, then of course it
could not have impaired any existing contract with the Tribe. Moreover,
this claim was not raised below by the Tribe. The Tribe — in seeking to
raise this claim — should have sought first a declaration that the Ordi-
nance was inapplicable to the Tribe’s request for service.
8 CATAWBA INDIAN TRIBE v. CITY OF ROCK HILL
Moreover, the annexation agreement explicitly contemplates future
agreements and fees in connection with service:
Any actions or statements by the City in relation to provid-
ing utilities services to the [Tribe], including but not limited
to, the issuance of a letter of willingness and capacity to
serve, the extension of a water or sewer main, or the com-
mencement of service, is made subject to the terms of this
Agreement and if this Agreement is breached by Owner
then all such actions or statements shall be null and void and
no reliance by any entity may be placed thereon.
[The Tribe] agrees that any breach of conditions of any and
all agreements associated with utility service made in accor-
dance with this Agreement, shall be a breach of this Agree-
ment. Such conditions may include, but are not limited to:
payment of applicable tap-on fees as fixed by the City Ordi-
nance; and payment to the City when due such water and/or
sewer charges or user fees as may be imposed from time to
time.
(J.A. at 115 (emphasis added).
In short, the 1999 agreement was not breached by the Ordinance,
and the existence of the agreement does nothing to help the Tribe’s
argument. See City of Charleston, 57 F.3d at 394 (holding in the sub-
stantial impairment context that the "contracts themselves contain
express acknowledgments that the parties’ rights were subject to leg-
islative regulation [and] there was a long established precedent of
extensive state regulation of public utilities").
We therefore hold that the 2002 contracts were not impaired by the
issuance of the Ordinance, which did not directly contravene any
clause in the contracts. Accordingly, summary judgment was appro-
priate on the alternative ground that there was no impairment of the
contracts.
III.
None of the contracts entered into by the parties prevented the City
from imposing or changing fees unrelated to the actual installation of
CATAWBA INDIAN TRIBE v. CITY OF ROCK HILL 9
meters or the laying of pipes. Because the fee in question did not
affect either of these contractual obligations, the imposition of the fee
did not impair the obligation of the contract between the City and the
Tribe. We therefore affirm the district court’s grant of summary judg-
ment to the City.
AFFIRMED