I dissent.
For the reasons set forth by Mr. Justice Tamura in the opinion prepared by him for the Court of Appeal, Fourth District, Division Two, and concurred in by Presiding Justice McCabe and Justice Kerrigan (reported in (Cal.App.) 78 Cal.Rptr. 746),1 it is my opinion that *349this action is governed by sections 860 to 870 of the Code of Civil Procedure, and that plaintiffs failed to show good cause for not complying with those sections. Accordingly, I would issue the peremptory writ of *350prohibition restraining respondent court from taking any further proceedings in the main action, other than to order its dismissal, but without prejudice to any right plaintiffs may have to bring an independent action respecting matters included in the complaint which may not be subject to *351the provisions of Government Code section 53511 and sections 860 to 870 of the Code of Civil Procedure.
McComb, J., concurred.
Justice Tamura’s opinion with deletions appropriate to this dissent, is as follows (brackets together, in this manner [ ], are used to indicate deletions from the opinion of the Court of Appeal; see Simmons v. Civil Service Emp. Ins. Co. (1962) 57 Cal.2d 381, 383, fn. 1 [19 Cal.Rptr. 662, 369 P.2d 262]):
[ ] The two issues are (1) whether the pending action is governed by sections 860-870, and (2) whether there was sufficient evidence to support the finding of “good cause” for noncompliance with those sections.
I
The trial court determined, by implication, that the action was subject to the provisions of sections 860-870. Plaintiffs, nevertheless, contend that the action was simply a traditional taxpayers’ suit brought pursuant to section 526a of the Code of Civil Procedure because (1) the action was not merely one attacking the validity of the motor stadium agreement; (2) the bonds sought to be invalidated are those of a nonprofit organization and not of the municipality; and (3) section 53511 of the Government Code is applicable only to contracts on indebtedness and not to contracts generally.
Contrary to plaintiffs’ assertion, the essence of the action is its attack on the validity of the motor stadium agreement. Plaintiffs rely upon allegations of the complaint attacking the commitment of the City to vacate streets and to convey title thereto without consideration to the nonprofit corporation, the validity of the construction contracts awarded by the nonprofit corporation without competitive bidding, and the validity of the mortgage revenue bonds issued without voter approval. Those matters, however, are all inextricably a part of the motor stadium agreement. The agreement requires the City to vacate streets no longer required by reason of the construction of alternate streets and to convey title thereto to the nonprofit corporation; obligates the nonprofit corporation to cause the stadium to be constructed in accordance with a contract entered into between it and Stolte, Inc.; and expressly provides that by entering into the agreement, the City approves the financing of site acquisition and construction by issuance of mortgage revenue bonds and the operation of the stadium by leasing it to the profit corporation.
The contention that the action does not come within the scope of section 53511 of the Government Code because the bonds, trust indentures, construction contract and operating lease were acts of the nonprofit corporation and not those of the City is not persuasive. The complaint is framed on the theory that the nonprofit corporation is but a corporate shell, that it can only act with approval of the City, that it is in fact but the alter ego of the City, and that its acts are the acts of the City and *349subject to the constitutional and statutory limitations pertaining to municipal corporations. Plaintiffs may not base their cause of action against the City on those allegations and yet disavow them when resisting a motion to dismiss. The conclusion is inescapable that the essence of the action is its attack upon the validity of the “Motor Stadium Agreement”; the entire scheme or plan sought to be invalidated is embodied in that agreement.
Plaintiffs contend that the word “contract” as used in section 53511 was intended to be limited to contracts of indebtedness and not to contracts such as the “Motor Stadium Agreement.” In support of their contention they refer to the legislative counsel’ Digest of Assembly Bill 1737, which added section 53511 to the Government Code, as a bill allowing "... a local agency to bring an action to determine the validity of evidence of indebtedness pursuant to the provisions of the Code of Civil Procedure.”
While such legislative material may be of assistance where it is consistent with a reasonable interpretation of a statute (Maben v. Superior Court, 255 Cal.App.2d 708, 713 [63 Cal.Rptr. 439]), it is not controlling where the statutory language is clear. (See Taylor v. Lundblade, 43 Cal.App.2d 638, 641 [111 P.2d 344].) The interpretation urged by plaintiffs would render the word “contract” in section 53511 of the Government Code superfluous. Furthermore, it is apparent that in enacting section 53511, the Legislature intended thereby to authorize cities to utilize the validating procedure of sections 860-870 for all of the purposes for which that procedure was designed. The matters listed in section 53511 of the Government Code are identical to the matters described in section 864 of the Code of Civil Procedure prescribing the time when such matters shall be deemed to be in existence for the purpose of sections 860-870. Both section 53511 of the Government Code and section 864 of the Code of Civil Procedure list “bonds, warrants, contracts, obligations and evidences of indebtedness.” In recommending enactment of sections 860-870, the Judicial Council took note of the various statutes then in existence dealing with specific public agencies and districts authorizing actions to determine the validity of various matters, including contracts. (18th Biennial Report of the Judicial Council, supra.) The council report clearly indicates that the uniform procedure recommended for adoption was designed to be used for the validation of contracts generally, as well as contracts of indebtedness. The Legislature has so construed those sections (see, e.g., Wat. Code, § 50979) and they have been so utilized (Clark’s Fork Reclamation Dist. v. Johns 259 Cal.App.2d 366 [66 Cal.Rptr. 370]).
We conclude that the matters mentioned in section 53511 of the Government Code clearly encompass municipal contracts of the character exemplified by the “Ontario Motor Stadium Agreement.”
II
Plaintiffs contend that the trial court was justified in finding that “good cause” has been shown within the meaning of section 863 for failure to publish summons in the form and within the time required by statute.
The concept of “good cause” calls for a “factual exposition of a reasonable ground for the sought order.” {Waters v. Superior Court, 58 Cal.2d 885, 893 [27 Cal.Rptr. 153, 377 P.2d 265]; Goodman v. Citizens Life & Cas. Ins. Co., 253 Cal.App.2d 807, 819 [61 Cal.Rptr. 682]; Community Redevelopment Agency v. Superior Court, 248 Cal.App.2d 164, 174 [56 Cal.Rptr. 201].) Where the law empowers the court to *350excuse failure to comply with a specific statutory requirement on a showing of good cause, an honest mistake of law may constitute good cause depending upon the “reasonableness of the misconception and the justifiability of lack of determination of the correct law.” (Community Redevelopment Agency v. Superior Court, supra; Fidelity Federal Sav. & Loan Assn. v. Long, 175 Cal.App.2d 149, 154 [345 P.2d 568].) An honest mistake of law is ground for relief where a problem is “complex and debatable,” but “igorance of the law coupled with negligence in ascertaining it” will not justify relief. (Community Redevelopment Agency v. Superior Court, supra.)
Plaintiffs contend that their failure to comply with sections 860-870 was excused because the question whether the procedure there prescribed was applicable to the pending action presented a “complex and debatable problem.”
In Community Redevelopment Agency v. Superior Court, supra, 248 Cal.App.2d 164, the court determined that a showing similar to the one made by plaintiffs in the instant case was insufficient to establish “good cause” within the meaning of section 863 of the Code of Civil Procedure [ ] [and] observed that mere failure of counsel to recognize at the time he filed the complaint that the procedure for determining the validity of the challenged matter was controlled by sections 860-870 of the Code of Civil Procedure did*not justify a finding of “good cause.”
Plaintiffs in the present case presented no evidence from which it could have been found that there was an honest mistake of law based upon a reasonable misconception of the law and justifiable lack of determination of the correct law. In fact, plaintiffs presented no evidence whatsoever on the issue of “good cause” for failure to comply with sections 860-870. The declaration that the depositions which had been taken by plaintiffs supported the allegations of the complaint merely tended to show that there was good faith in filing the action, not “good cause” for noncompliance with the statutory procedure. Plaintiffs contend, however, that the deficiency in proof was supplied by their memorandum of authorities. They urge that the only possible method of demonstrating that the question whether the action fell within the scope of sections 53510, 53511 of the Government Code and sections 860-870 presented a “complex and debatable question,” was by a legal memorandum. The difficulty with plaintiffs’ position is that they failed to introduce any evidence showing that prior to the filing of the action and the issuance of summons, they considered the applicability of the validating procedure prescribed by sections 860-870 and determined not to follow it in the honest belief that it was inapplicable. The mere fact that a problem is “complex and debatable,” in and of itself, is insufficient to constitute “good cause” for failure to comply with statutory requirements.
The provisions of sections 860-870 had been made applicable to contracts and obligations of cities in 1963 (Gov. Code, §§ 53.510, 53511), over five years prior to the institution of the pending action. (Community Redevelopment Agency v. Superior Court, supra, (1967) 248 Cal.App.2d 164, delineating what must be shown to constitute “good cause” under section 863 of the Code of Civil Procedure, and Sibbet v. Board of Directors of Pasadena (1965) 237 Cal.App.2d 731 [47 Cal.Rptr. 335], deciding the [ ] effect of noncompliance with section 863 had been on the books long prior to the commencement of the pending action. In these circumstances, plaintiffs’ showing was insufficient to constitute “good cause.”
Plaintiffs having failed to show “good cause” for failure to comply with sections 860-870, the court had no jurisdiction other than to order dismissal. (Code Civ. Proc., § 863.) The original summons having been defective in form and not having been *351published within the prescribed period, the publication of an amended summons after the expiration of the statutory period could not confer jurisdiction. (Community Redevelopment Agency, v. Superior Court, supra, 248 Cal.App.2d 164, 180.) [ ]