Keenheel v. SECURITIES COM'N

dissenting.

In transferring this case to the Board of Claims, the Commonwealth Court relied upon 72 P.S. § 4651-4, which defines the jurisdiction of the Board of Claims as follows: “The Board of Claims shall have exclusive jurisdiction to hear and determine all claims against the Commonwealth arising from contracts hereafter entered into with the Commonwealth, where the amount in controversy amounts to $300.00 or more.” (Emphasis added). Applying this clear statutory language, we have repeatedly held that claims arising exclusively from contractual obligations are to be addressed by the Board of Claims rather than by the Commonwealth Court. Shovel Transfer and Storage, Inc. v. Simpson, 523 Pa. 235, 565 A.2d 1153 (1989); Delaware River Port Authority v. Thornburgh, 508 Pa. 11, 16-17, 493 A.2d 1351, 1354 (1985); Emergency Medical Services Council, Inc. v. Department of Health, 499 Pa. 1, 7, 451 A.2d 206, 208-09 (1982).

Appellant contends, however, that because there has been no request for an award of damages, there is no “claim” against the Commonwealth and no “amount in controver*233sy,” such as, under 72 P.S. § 4651-4, supra, would vest the Board with jurisdiction, I do not agree. Appellant’s “claim” is one for equitable rescission, based upon an alleged breach of contractual duties. With regard to the requirement that there be an “amount in controversy” of at least three hundred dollars, it is sufficient to note that there has been a payment of six thousand dollars as consideration for the contract at issue.

Appellant’s claim in equity is like any other for an alleged breach of contract, and, as such, it falls within the exclusive jurisdiction of the Board of Claims. The Board’s jurisdiction is not diminished by the fact that it is powerless to award forms of relief other than monetary damages. Ezy Parks v. Larson, 499 Pa. 615, 626-29, 454 A.2d 928, 934-36 (1982). This comports with the principle that, in determining whether a forum has subject matter jurisdiction over a given case, the test is whether it is competent to decide controversies of the general class to which the case presented belongs, and not whether it is able to grant the particular relief sought upon the cause of action pleaded. Kaelin v. University of Pittsburgh, 421 Pa. 220, 224-25, 218 A.2d 798, 800 (1966), cert. denied, 385 U.S. 837, 87 S.Ct. 84, 17 L.Ed.2d 71 (1966). Actions based upon contract must be referred to the Board of Claims, notwithstanding the fact that, where equitable relief is sought, the Board lacks power to act in equity. Ezy Parks, 499 Pa. at 626-28, 454 A.2d at 934-35 (injunctive relief sought); Emergency Medical Services Council, Inc., 499 Pa. at 6-8, 451 A.2d at 208-09 (specific performance sought). Thus, the fact that the Board cannot award equitable rescission does not deprive it of jurisdiction in this case.

The legislature has clearly expressed its intent that claims against the Commonwealth arising from contract, i.e., actions based upon breach thereof, are to be handled by the Board. The Commonwealth has consented to being sued in contract only through its agency, the Board of Claims. In creating the Board and subjecting the Commonwealth to suits arising from contracts, the legislature en*234gaged in a limited waiver of sovereign immunity. Simpson, supra; Ezy Parks, 499 Pa. at 627-28, 454 A.2d at 934-35. When the ban imposed by the common law doctrine of sovereign immunity was abrogated, the legislature modified 72 P.S. § 4651-4, supra, by inserting the word “exclusive” to emphasize that only the Board should hear these matters. Emergency Medical Services Council, Inc., 499 Pa. at 7-8, 451 A.2d at 209.

The purpose of equitable rescission is to restore parties as nearly as possible to their former positions with regard to the subject matter of a contract. Fichera v. Gording, 424 Pa. 404, 227 A.2d 642 (1967). When equitable rescission is sought as a remedy for breach of contract, it must generally be shown that the remedy at law is inadequate. Casey v. Philadelphia Auto Sales Co., 428 Pa. 155, 236 A.2d 800 (1968). We have said that only where the remedy at law before the Board of Claims would be inadequate, as for example where a fundamental constitutional right would be threatened, might there be grounds for judicial intervention to provide equitable relief. Ezy Parks, 499 Pa. at 628, 454 A.2d at 935. In the present case there has been no showing that appellant lacks an adequate remedy before the Board of Claims. Accordingly, equitable rescission is not available, and the claim regarding breach should properly be heard by the Board.

With regard to appellant’s assertion of a violation of the Sunshine Act, it is argued that the contract should be declared void on grounds the SEC failed to adopt it in a manner that complied with provisions of the Sunshine Act requiring certain official actions to be taken only during public sessions. See 65 P.S. § 271 et seq. Under the express statutory jurisdiction of the Commonwealth Court, the Board of Claims cannot be viewed as having jurisdiction to decide such matters.

The Commonwealth Court has been vested with exclusive original jurisdiction to address actions brought against agencies of the Commonwealth under the Sunshine Act. 65 P.S. § 285 (“The Commonwealth Court shall have original *235jurisdiction of actions involving state agencies ... to render declaratory judgments or to enforce this [Sunshine] act, by injunction or other remedy deemed appropriate by the court.”); 42 Pa.C.S. § 761(a)(4), (b) (jurisdiction of the Commonwealth Court in such cases is “exclusive”). Thus, the Board of Claims was clearly not intended by the legislature to serve as a forum for adjudicating the statutory duties of Commonwealth agencies under the Sunshine Act.

Accordingly, I would reverse the order transferring this case to the Board of Claims, and remand to the Commonwealth Court for disposition of the Sunshine Act claim. If, on remand, the contract were held to be valid, the matter should then be transferred to the Board of Claims for consideration of the claim of breach.