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16-P-1464 Appeals Court
RUTH KENNEDY & others1 vs. COMMONWEALTH & others.2
No. 16-P-1464.
Hampshire. September 19, 2017. - January 18, 2018.
Present: Vuono, Blake, & Singh, JJ.
School and School Committee, Regional school district, Standing
to challenge validity of statute. Contract, Regional
school district, Promissory estoppel. Constitutional Law,
Standing, Home Rule Amendment, Special law. Municipal
Corporations, Home rule. Statute, Special law. Practice,
Civil, Standing, Declaratory proceeding, Motion to dismiss.
Declaratory Relief.
Civil action commenced in the Superior Court Department on
October 31, 2014.
Motions to dismiss were heard by Bertha D. Josephson, J.
James B. Lampke (Russell J. Dupere also present) for the
plaintiffs.
Layla G. Taylor for town of Worthington.
1
Derrick Mason, town of Huntington, and Gateway regional
school district.
2
Town of Worthington, Department of Elementary and
Secondary Education, and town of Russell.
2
Kerry David Strayer, Assistant Attorney General (Juliana
deHaan Rice, Assistant Attorney General, also present) for the
Commonwealth & another.
VUONO, J. This appeal arises from the town of
Worthington's (Worthington's) withdrawal from the Gateway
regional school district (school district) pursuant to special
legislation. The school district was established in 1957 and
consisted of seven member towns in Hampden and Hampshire
Counties until May 7, 2014, when the Legislature adopted "An Act
Relative to the Withdrawal of the Town of Worthington From the
Gateway Regional School District." St. 2014, c. 97 (act). The
act enabled Worthington to withdraw from the school district
without the consent of the other member towns. The school
district, the town of Huntington (Huntington), Ruth Kennedy (a
resident of the member town of Russell), and Derrick Mason (a
resident of the member town of Russell), brought an action in
Superior Court against Worthington, the Commonwealth, the
Department of Elementary and Secondary Education (department),
and the town of Russell, challenging the act. The defendants
filed motions to dismiss pursuant to Mass.R.Civ.P. 12(b)(1) &
(6), 365 Mass. 754 (1974), which a judge allowed. Primarily for
the reasons set forth in the judge's well-reasoned memorandum of
decision, we affirm.
3
Background. Between 1957 and 1968, the towns of Russell,
Worthington, Huntington, Middlefield, Montgomery, Chester, and
Blandford entered into an agreement for the creation and the
operation of the school district. See G. L. c. 71, §§ 14-14B,
15. Among other things, the agreement provides for the location
of schools, the apportionment and payment of costs by member
towns, and the employment of teachers. The agreement also
outlines the procedures through which a town may enter and
withdraw from the school district. Withdrawal of a member town
must be done by amendment to the agreement, and the withdrawal
takes effect after each town in the school district accepts the
amendment by obtaining a majority vote from its residents during
a town meeting. The agreement requires unanimous approval by
the remaining towns before a town may withdraw. Any town
allowed to withdraw from the school district remains liable
under the agreement for its share of unpaid operating costs and
indebtedness for capital expenses incurred while the withdrawing
town was a member.
In early 2013, Worthington advised the school district that
it wished to withdraw, and then attempted to do so. However,
Worthington failed to obtain the approval of the other member
towns and, as a result, the residents of Worthington voted to
file a home rule petition with the Legislature seeking
legislation that would permit Worthington to withdraw from the
4
school district. See art. 89, § 6, of the Amendments to the
Massachusetts Constitution (home rule amendment).3
On July 8, 2013, a home rule petition was filed on behalf
of Worthington. See 2013 House Doc. No. 3574. The plaintiffs
state that the proposed legislation was changed to "a non-home
rule bill," though they dispute that it was changed to a special
law.4 On April 28, 2014, the Legislature approved the act, and
it was signed by the Governor on May 7, 2014. The act states in
relevant part:
"Notwithstanding chapter 71 of the General Laws or any
other general or special law or agreement to the contrary,
the town of Worthington may unilaterally withdraw as a
member of the Gateway Regional School District."
St. 2014, c. 97, § 1. The act required Worthington to pay the
school district (1) any amounts that it would have been
obligated to pay under the agreement for operating and capital
costs, and (2) any amounts owed under the agreement to the
Massachusetts School Building Authority. St. 2014, c. 97, § 2.
3
Pursuant to the home rule amendment, the Legislature has
the power to act in relation to all cities, all towns, all
cities and towns, or to a class of cities and towns of not fewer
than two; the Legislature also has the power to act when the
legislation only affects one city or town, by way of a special
law, if the municipality has met certain requirements. See
Opinion of the Justices, 429 Mass. 1201, 1204 (1999).
4
The defendants allege that the legislation was changed to
a special law. There is no explanation in the record regarding
whether the bill was indeed changed to a bill for a special law,
aside from disputing statements of the parties. As explained
infra, the act was not improper however it is viewed.
5
The act also directed the department to convene a
"reorganization needs conference," to assess, among other
things, (1) the impact of Worthington's withdrawal, (2) its
effect on current and future enrollments in the school district,
(3) an inventory of the educational facilities in the school
district, and (4) Worthington's continued obligations for
capital indebtedness.
In their amended complaint, the plaintiffs sought damages
and declaratory relief, contending that adoption of the act and
any related actions taken by the defendants constitutes an
unconstitutional impairment of contract, a violation of the home
rule amendment, interference with contractual relations (the
plaintiffs subsequently withdrew this claim), and a violation of
the so-called "local mandates" law, see G. L. c. 29, § 27C. The
plaintiffs also claim that Worthington breached the agreement
and the implied covenant of good faith and fair dealing,
requiring promissory estoppel due to the plaintiffs' detrimental
reliance.
In allowing the defendants' motions to dismiss, the judge
reasoned that the two individual plaintiffs, i.e., Kennedy and
Mason, did not have standing to raise any claim regarding the
act because their harm was too speculative. The judge also
determined that the school district and Huntington did not have
standing to claim that the act violated the contracts clause of
6
the United States Constitution because only "citizens" have the
right to challenge the constitutionality of the act. She
further held that the school district did not have standing to
claim that the act violated the home rule amendment because the
school district was not a municipality. Furthermore, she held
that the act did not violate the home rule amendment as the act
did not apply solely to Worthington, i.e., it related to all of
the towns in the school district.
The remaining contract and promissory estoppel claims were
similarly dismissed. The judge held that Worthington acted in
good faith in its attempt to withdraw from the agreement,
through the method provided in the agreement; it was only when
the parties "reached a stalemate" that Worthington sought action
from the Legislature. Regarding the estoppel claim, she found
no allegation of concealment or a misrepresentation by
Worthington, and therefore there could not have been any
reliance by the plaintiffs. The judge also held that the act
did not violate the local mandates law, and that the plaintiffs
were not entitled to a declaratory judgment as there was no
actual controversy. The complaint was dismissed and judgment
entered. The plaintiffs appealed.
Discussion. 1. Standing. "A defendant may properly
challenge a plaintiff's standing to raise a claim by bringing a
motion to dismiss under Mass.R.Civ.P. 12(b)(1) or (6)." Ginther
7
v. Commissioner of Ins., 427 Mass. 319, 322 (1998). "'While a
complaint attacked by a . . . motion to dismiss does not need
detailed factual allegations . . . a plaintiff's obligation to
provide the "grounds" of his "entitle[ment] to relief" requires
more than labels and conclusions . . . . Factual allegations
must be enough to raise a right to relief above the speculative
level . . . [based] on the assumption that all the allegations
in the complaint are true (even if doubtful in fact) . . . .'
[Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)]. What is
required at the pleading stage are factual 'allegations
plausibly suggesting (not merely consistent with)' an
entitlement to relief." Iannacchino v. Ford Motor Co., 451
Mass. 623, 636 (2008), quoting from Bell Atl. Corp., supra at
557. On appeal, we "accept the factual allegations" in a
plaintiff's complaint, "as well as any favorable inferences
reasonably drawn from them, as true." Ginther, 427 Mass. at
322.
Here, the defendants claim that the individual plaintiffs,
Kennedy and Mason, do not have standing to challenge the act
because they have not suffered any harm. The defendants also
assert that the town of Huntington and the school district lack
standing to raise claims for impairment of contract under the
contracts clause of the United States Constitution and pursuant
to the home rule amendment.
8
A. Plaintiffs Kennedy and Mason. We agree with the
judge's conclusion that Kennedy and Mason lack standing because
they have failed to allege facts beyond mere speculation that
they will incur damages as a result of the act or Worthington's
withdrawal from the school district. Kennedy and Mason allege
that they "will have to pay more in taxes and other municipal
fees in order to make up for the loss of the financial
obligations" owed by Worthington under the agreement, and that
Worthington's withdrawal is "causing serious and irreparable
damage, financial and otherwise and disruption to the orderly
and effective administration of the [school district] to the
detriment of" the plaintiffs.
These assertions are merely conclusions and are not
supported by allegations of specific injury; therefore, they do
not rise above speculation and are not sufficient to confer
standing. See Tax Equity Alliance for Mass. v. Commissioner of
Rev., 423 Mass. 708, 715-716 (1996) ("[O]nly persons who have
themselves suffered, or who are in danger of suffering, legal
harm can compel the courts to assume the difficult and delicate
duty of passing upon the validity of the acts of a coordinate
branch of the government" [citation omitted]). See also
Ginther, supra at 323 (plaintiffs who have not alleged facts
that "place them within the area of concern of the statute" do
not have standing as they have not alleged substantial injury).
9
B. Remaining plaintiffs. Next, the defendants assert that
the school district and the town of Huntington are governmental
entities and therefore are not entitled to raise any
constitutional claims. We agree. The school district, created
pursuant to G. L. c. 71, is "a body politic and corporate" that
has the power "[t]o sue and be sued, but only to the same extent
and upon the same conditions that a town may sue or be sued."
G. L. c. 71, § 16, inserted by St. 1949, c. 638, § 1. As
"political subdivision[s] of the Commonwealth," Dartmouth v.
Greater New Bedford Regional Vocational Technical High Sch.
Dist., 461 Mass. 366, 379 (2012), towns "are not 'persons' for
purposes of challenging the constitutionality" of State
statutes. Id. at 380. See Spence v. Boston Edison Co., 390
Mass. 604, 609 (1983). Thus, neither the school district nor
Huntington has standing to challenge the constitutionality of
the act. Id. at 608-610 (city cannot invoke constitutional
protections against State). Accordingly, the plaintiffs'
constitutional claims properly were dismissed.5
C. Pursuant to home rule amendment. Section 8 of the home
rule amendment states that the Legislature "shall have the power
to act in relation to cities and towns, but only by [G]eneral
5
The school district and Huntington invite us to "exercise
[our] broad authority and adopt a limited and specific exception
to the standing rules for governmental entities to challenge
certain [S]tate laws." We decline the invitation.
10
[L]aws which apply alike to all cities or to all towns, or to
all cities and towns, or to a class of not fewer than two, and
by special laws." The plaintiffs argue that the act is not a
special law and yet it applies to only one town, i.e.,
Worthington, thus violating the home rule amendment. "A
municipality has standing to assert this [type of] claim."
Clean Harbors of Braintree, Inc. v. Board of Health of
Braintree, 415 Mass. 876, 881 (1993) (Clean Harbors). For the
purpose of this appeal we assume without deciding that the
school district has standing as well.
We conclude, as did the judge, that even though the act
permitted only Worthington to withdraw from the school district
and, as a result, had the appearance of a special law, the act
was appropriate legislation under the home rule amendment.
Contrast Opinion of the Justices, 374 Mass. 843, 850-851 (1978).
In effect, as the judge ruled, the act sets out the rights and
duties of all seven member towns of the school district prior to
and after the withdrawal of Worthington. St. 2014, c. 97, § 4.
The home rule amendment preserves the Legislature's rights with
respect to "State, regional, and general matters." Clean
Harbors, supra. Because, the act did not affect only
11
Worthington, Huntington's (and the school district's) challenge
to the act fails.6 See id. at 881-882, and cases cited.7
2. Contract claims. The school district and Huntington
further claim that the act effectively permits Worthington to
breach the agreement and the implied covenant of good faith and
fair dealing; the plaintiffs also seek promissory estoppel based
on their detrimental reliance on the agreement.8 The flaw in
this argument is that Worthington sought to withdraw from the
school district according to the terms of the agreement. When
Worthington's effort to withdraw pursuant to the agreement
failed, Worthington sought legislative action as an alternative
means for withdrawal from the school district. The act, see
c. 97, §§ 2-4, sets out the specific means whereby Worthington
could withdraw from the school district. Section 4 of the act
6
If the act is viewed as the defendants prefer, i.e., as a
special law affecting only one municipality, it still was proper
because it was a petition based on a vote by the town meeting of
Worthington.
7
The plaintiffs sought to amend their complaint to allege
that the act violates art. 30 of the Massachusetts Constitution.
In light of the foregoing discussion, the judge did not abuse
her discretion by failing to allow the motion to amend.
8
The plaintiffs also seek specific performance of the
contract. Specific performance requires findings that money
damages are not an adequate remedy under the contract. See
Perillo, Corbin on Contracts §§ 63.1, 63.4, and 63.5 (2012).
The judge did not reach the issue of specific performance of the
agreement as it is not appropriate for resolution on a motion to
dismiss. Moreover, she disposed of the contract claims as a
matter of law.
12
required, among other things, the commissioner of the department
to evaluate:
"a long range education plan to determine: (i) the impacts
of the withdrawal; (ii) the impacts of the withdrawal on
current and future enrollment in the district; (iii) an
inventory of all educational facilities under the
jurisdiction of the remaining communities in the district;
(iv) plans for the reimbursement of the [C]ommonwealth's
capital expenditures for facilities located in the town of
Worthington; (v) the requirements for continued assessments
to the town of Worthington for district facilities
previously paid by the town of Worthington; (vi) the
administrative structure of the new district; (vii) the
long-term fiscal impacts of the withdrawal of the town of
Worthington, including detailed analyses of transportation,
special education, vocational education and personnel
costs; and (viii) fiscal recommendations to hold harmless
the remaining communities."9
This is not a situation where Worthington withdrew from the
school district unilaterally and ceased paying the required
amounts incurred by the school district while enjoying the
benefits of the services rendered by the school district. As
the judge noted, the amended complaint does not establish any
affirmative detrimental consequences, but instead provides a
brief and unspecified accusation regarding additional costs.
There is nothing in the amended complaint that rises above the
speculative level as to factual allegations of bad faith or a
representation by Worthington on which the plaintiffs relied.
9
The plaintiffs argue that the indirect personnel costs,
especially retirement benefits and health care costs, are
sufficient to establish standing. However, § 4 of the act
addresses these costs.
13
3. Remaining claims. A. Local mandates law. General
Laws c. 29, § 27C(a), inserted by St. 2012, c. 165, § 112,
provides in pertinent part: "Any law . . . imposing any direct
service or cost obligation upon any city or town shall be
effective . . . only if such law is accepted by vote . . . in
the case of a town by a town meeting . . . ." The amended
complaint does not plead any facts that support Huntington's or
the school district's position that either is likely to incur
direct cost obligations other than a possible increase in what
the remaining towns may be required to pay to support the school
district. These alleged costs are indirect and in any event are
speculative; therefore, they are not sufficient under § 27C(a)
to support the plaintiffs' claim.
B. Declaratory judgment. Finally, as the judge correctly
observed, because all of the plaintiffs' claims could not
survive the motion to dismiss, there was no actual controversy
at stake and declaratory relief therefore is not available. See
Gay & Lesbian Advocates & Defenders v. Attorney Gen., 436 Mass.
132, 134 (2002).
Judgment affirmed.