(concurring in part and dissenting in part, with whom Ireland and Cowin, JJ., join). I concur with the result the court reaches, but I disagree with the reasoning of the decision.
A town is a “corporate entit[y].” Art. 89, § 8(4), of the Amendments to the Massachusetts Constitution. See Opinion of the Justices, 416 Mass. 1201, 1202-1203 (1993). Corporations act through their authorized agents, and when a corporation’s actions come into question, we attribute to the corporation the actions, words, and knowledge of its agents acting within their authority. This principle applies equally to business and municipal corporations alike. See Pheasant Ridge Assocs. Ltd. Partnership v. Burlington, 399 Mass. 771, 777 (1987), and cases cited. The vote of a town meeting, valid on its face, may be invalid if it can be shown that the dominant motives or reasons for the action were unlawful. Id. See Sylvania Elec. Prods. Inc. v. Newton, 344 Mass. 428, 433-434 (1962) (“significant inducement ... [if] extraneous . . . could impeach the enacting vote as a decision solely in respect of rezoning the locus”). The motives and reasons of a town meeting, unlike the motives and reasons of members of the Legislature, may be the proper subject of inquiry.
A municipality may not relinquish its police power by contract. See Opinion of the Justices, 341 Mass. 760, 784 (1960). The zoning power of a municipality is among its police powers. See Leahy v. Inspector of Bldgs. of New Bedford, 308 Mass. 128, 132 (1941). There is no dispute here that the zoning change is valid on its face, but the issue that must be addressed is whether the town meeting entered into an unlawful agreement that called for it to relinquish its zoning power. In my *59view, there is no material fact in dispute, and the facts show that the town meeting improperly agreed to exercise its power to rezone land in exchange for a promise to pay money. The exercise of that power to approve the requested zoning change was a condition precedent to the promise of IDC Bellingham, LLC (IDC Bellingham), to pay money under its agreement with the town of Bellingham (town). See Massachusetts Mun. Wholesale Elec. Co. v. Danvers, 411 Mass. 39, 45 (1991).
The Land Court judge highlighted the following facts from the summary judgment record. In the plaintiffs’ first set of interrogatories to the town, they asked whether construction of the power plant generated a need for $8 million for new school construction. The town answered, “No. The rezoning of the land as industrial would result in a significant diminishment of potential residences and their school age children.” In response to an interrogatory asking if the “construction and operation of the proposed IDC power plant generate[d] a need for 8 million dollars [to] address the anticipated impact from the Power Plant,” the town answered, “No.” In response to a similar interrogatory, IDC Bellingham answered, “Construction and operation of the proposed Bellingham facility will have minimal adverse impacts upon the Town and its residents. . . . IDC believed that in view of the market in 1997 and prior gifts provided to the Town, an $8 million gift would be an appropriate reward to the community for its acceptance of the plant.” Stephen B. Roy, president of IDC Bellingham, indicated in his deposition that the company believed the $8 million offer would build community support for the plant, and he expected that the town’s residents would rely on his promise and trust IDC Bellingham to keep its word.
At the annual town meeting on May 28, 1997, at which the proposed zoning change was approved, Roy reiterated the offer as a gift to the town, and indicated that it could be used for the town’s school system. Some citizens questioned the validity of the offer and whether IDC Bellingham could be trusted to fulfil the promise, whereupon the high school building committee chairman asserted, “I think that these people can be trusted.” As a result of IDC Bellingham’s offer, numerous town committee members had joined IDC Bellingham officials publicly in *60their campaign for approval of the zoning change during the weeks before the annual town meeting, and at the town meeting itself. The $8 million offer dominated the discussion on the warrant article, and there was little discussion about the proposed rezoning.
The summary judgment record establishes that IDC Belling-ham offered the town $8 million, on condition that the town meeting approve the zoning change.1 The same request for a zoning change had failed two years earlier, and the only change in circumstances was the $8 million offer. The town meeting accepted the offer and voted for the zoning change. The undisputed evidence indicates that the vote was not “a decision solely in respect of rezoning the locus.” Sylvania Elec. Prods. Inc. v. Newton, supra at 434. The parties struck a bargain: the payment of money in return for a zoning change. Representatives from IDC Bellingham walked away from the town meeting with their zoning change and an unenforceable promise to pay $8 million. There can be no doubt that were IDC Bellingham to default on its promise, the town would be left with a questionable contract claim based on a sale of its police power in reliance on a promise.
It was a sale of the police power because there is nothing in the record to legitimize the $8 million offer as “intended to mitigate the impact of the development upon the town,” or as “reasonably intended to meet public needs arising out of the proposed development.” Rondo v. North Attleborough, 44 Mass. App. Ct. 603, 609 (1998). The record does not show that the money “bear[s] some identifiable relationship to the locus so that there can be assurance that the town’s legislative body did not act for reasons irrelevant to the zoning of the site at issue.” McLean Hosp. Corp. v. Belmont, 56 Mass. App. Ct. 540, 548 (2002). This analysis is consistent with the law as applied to similar situations in other areas of zoning: towns may not exact hefty payments or require conditions unrelated to any aspect of a site in return for favorable government action. See, e.g., Middlesex & Boston St. Ry. v. Aldermen of Newton, 371 Mass. 849, 853-859 (1977) (city could not condition special permit for *61garden apartments on developer’s leasing five apartments to town’s low income housing program). Considerations that are unrelated to the impacts of a proposed development are “extraneous” and may not provide the basis needed to justify an exercise of the police power. Sylvania Elec. Prods. Inc. v. Newton, supra at 434. Where extraneous considerations are shown to be the basis for an exercise of the police power, the operational vote may be “impeach[ed].” Id. Here, DDC’s offer was unrelated to any aspect of the proposed development or any public need arising out of the zoning change, and therefore was not a legitimate basis for the vote.
Although the parties do not raise the issue of standing, this court can raise the issue on its own because it goes to subject matter jurisdiction. See Prudential-Bache Secs., Inc. v. Commissioner of Revenue, 412 Mass. 243, 248 (1992). The plaintiffs claim no injury peculiar to them. They have withdrawn their claim that the rezoning must be declared invalid as spot zoning that has adversely affected their land. See Whittemore v. Building Inspector of Falmouth, 313 Mass. 248 (1943). Because the plaintiffs are not a party to the contract and because they are not authorized to bring this litigation in the name of the town, they have no standing to maintain this action. Illegal contract zoning does not create a distinct cause of action in persons not a party to the contract. Absent a statute authorizing the plaintiffs to bring suit to challenge the vote of the town meeting (without a showing of harm), the defendants are entitled to summary judgment on counts II and III. Sadly, these circumstances demonstrate government and private interests at their shameful worst, and are most likely to involve the most needy towns.
There were other conditions attached to the offer, but they are not relevant to this discussion, and they only enhanced IDC Bellingham’s position.