S. E. Tex. Reg'l Planning Comm'n v. Byrdson Servs., LLC

454 S.W.3d 581

South East Texas Regional Planning Commission, Appellant

v.Byrdson Services, LLC, d/b/a Excello Construction, LLC, Appellee

NO. 09–14–00198–CV

Court of Appeals of Texas, Beaumont.

Submitted on September 25, 2014

Opinion Delivered January 22, 2015

Jon B. Burmeister, Scot Sheldon, Heather L. Blackwell, Moore Landrey, LLP, Beaumont, TX, Jamie Matuska, Matuska Law Firm, Port Arthur, TX, for Appellant.

Richard Griffin Jr., Ronald L. Bair, BairHilty, P.C., Houston, for Appellee.

Before McKeithen, C.J., Kreger and Horton, JJ.

OPINION

HOLLIS HORTON, Justice

In this interlocutory appeal, we are asked to review the trial court's decision denying the South East Texas Regional Planning Commission's plea to the jurisdiction. See Tex. Civ. Prac. & Rem.Code Ann. § 51.014(a)(8) (West Supp. 2014) (authorizing appeals from interlocutory orders deciding pleas to the jurisdiction).¹ After reviewing the relevant evidence and the pleadings, we hold the trial court should have granted the Planning Commission's plea. We reverse the trial court's order, and we render judgment in the Planning Commission's favor, ordering that it be dismissed from the suit.

Background

In 2013, Byrdson Services, LLC sued several defendants, including the Planning Commission, alleging that the defendants had breached various contracts that involved the repair of homes damaged in Hurricane Ike.² The homes were repaired through a program funded by the federal government and administered by the States. In its suit, Byrdson claimed that the Planning Commission had not paid it for some of the work it completed, that the Planning Commission had wrongfully refused to allow it to complete its work, and that the Planning Commission had failed to timely pay Byrdson for its work after having been sent its final invoice. Because Byrdson knew that governmental entities such as planning commissions are generally immune from suits for damages in the absence of a statute waiving the entity's right to governmental immunity, Byrdson also alleged in its pleadings that the Legislature had waived the Planning Commission's immunity for breach of contract claims in section 271.152 of the Texas Local Government Code. Tex. Loc. Gov't Code Ann. § 271.152 (West 2005).

In addition to its breach of contract claims, Byrdson's live pleading alleges that the Planning Commission violated the Prompt Pay Act under Chapter 2251 of the Government Code. Tex. Gov't Code Ann. §§ 2251.001 –.055 (West 2008) (providing payment deadlines for governmental entities). With respect to that claim, Byrdson alleged that the Prompt Pay Act waived the Planning Commission's right to rely on a governmental immunity claim, but Byrdson's petition was not specific about which section within Chapter 2251 provided the waiver that allowed the trial court to exercise jurisdiction over the Planning Commission on Byrdson's Prompt Pay Act claim.

In response to Byrdson's suit, the Planning Commission filed a plea to the jurisdiction. In a timely filed amended plea, the Planning Commission asserted that the trial court did not have jurisdiction over Byrdson's claims. According to the Planning Commission's plea, it was not a party to the various contracts at issue, as those contracts were between Byrdson and the various homeowners that Byrdson had sued. Additionally, the Planning Commission asserted that Byrdson's contracts did not require Byrdson to provide goods and services to the Planning Commission, and it claimed that the Legislature had not waived its right to governmental immunity with respect to Byrdson's Prompt Pay Act claim.

Following a hearing on the Planning Commission's plea, the trial court concluded that the Planning Commission was not immune from the claims Byrdson was making in its suit and denied the Planning Commission's plea. On appeal, the Planning Commission challenges the trial court's ruling on its plea. Tex. Civ. Prac. & Rem.Code Ann. § 51.014(a)(8) (authorizing an interlocutory appeal from a trial court's ruling to grant or deny a governmental unit's plea challenging the trial court's jurisdiction).

Standard of Review

Whether a court has subject-matter jurisdiction over a dispute that involves a governmental agency is a question of law. Tex. Dep't of Parks & Wildlife v. Miranda, 133 S.W.3d 217, 226 (Tex.2004). On appeal, courts use a de novo standard in determining whether the plaintiff's pleadings allege sufficient facts to demonstrate that a trial court has jurisdiction over the controversy. Id. In reviewing the pleadings, courts are not to weigh whether the plaintiff's claims have merit; instead, courts must decide whether the pleadings and the evidence before the trial court demonstrate that the court may exercise jurisdiction over the parties' dispute. See Cnty. of Cameron v. Brown, 80 S.W.3d 549, 555 (Tex.2002).

In reviewing whether the pleadings demonstrate that the trial court has jurisdiction over the subject of the dispute, the plaintiff's pleadings must “affirmatively demonstrate the court's jurisdiction by alleging a valid waiver of immunity.” Dallas Area Rapid Transit v. Whitley, 104 S.W.3d 540, 542 (Tex.2003). When the plea “challenges the existence of jurisdictional facts,” the relevant evidence submitted by the parties is considered, when necessary, in resolving the defendant's challenge. Miranda, 133 S.W.3d at 227. In this appeal, the dispute concerns whether Byrdson's pleadings and the evidence demonstrate that the Legislature waived the Planning Commission's immunity regarding Byrdson's breach of contract and Prompt Pay Act claims.

The various contracts, all of which were before the trial court at the time of the hearing on the plea, involve different homes and homeowners. However, all of the contracts contain the same language with respect to Byrdson's obligations to provide goods and services, and all of the contracts contain the same language with respect to Byrdson's and the Planning Commission's obligations. The parties have not asserted that any of the agreements before the trial court are ambiguous; therefore, the question of how the language in the various contracts should be interpreted presents a question of law that can be properly decided by a court without a jury. See MCI Telecomms. Corp. v. Tex. Utils. Elec. Co., 995 S.W.2d 647, 650 (Tex.1999). In an appeal, disputes that concern the proper interpretation of unambiguous written agreements are reviewed using a de novo standard. See id. at 650–51.

Analysis

“Sovereign immunity and its counterpart, governmental immunity, exist to protect the State and its political subdivisions from lawsuits and liability for money damages.” Mission Consol. Indep. Sch. Dist. v. Garcia, 253 S.W.3d 653, 655 (Tex.2008). As political subdivisions of the State, and unless their immunity has been expressly waived, regional planning commissions are generally immune from suit. Tex. Loc. Gov't Code Ann. § 391.003(c) (West 2005). A governmental unit, like a water control and improvement district or a regional planning commission, is generally immune from suit unless its immunity was waived by the Legislature. See Kirby Lake Dev., Ltd. v. Clear Lake City Water Auth., 320 S.W.3d 829, 836 (Tex.2010) (noting that water control and improvement districts are political subdivisions of the State); N. Cent. Tex. Council of Gov'ts v. MRSW Mgmt., LLC, 405 S.W.3d 364, 368 (Tex.App.–Austin 2013, pet. denied) (explaining that regional planning commissions are political subdivisions of the State).

“Governmental immunity includes both immunity from liability, ‘which bars enforcement of a judgment against a governmental entity, and immunity from suit, which bars suit against the entity altogether.’ ” Lubbock Cnty. Water Control & Improvement Dist. v. Church & Akin, L.L.C., 442 S.W.3d 297, 300 (Tex.2014) (quoting Tooke v. City of Mexia, 197 S.W.3d 325, 332 (Tex.2006) ). Here, the parties do not dispute that the Planning Commission is a governmental entity; instead, the dispute concerns whether the Legislature waived the immunity of regional planning commissions for the claims asserted in Byrdson's Fourth Amended Petition.

In 2005, the Legislature enacted a statute waiving the governmental immunity of local governmental entities, like planning commissions, regarding some claims arising from contracts involving goods and services. See Tex. Loc. Gov't Code Ann. § 271.152. The scope of the waiver created by the Legislature for breach of contract claims is described in section 271.151(2). See id. § 271.151(2) (West Supp. 2014);³ and see § 271.152. In other words, the waiver is limited, not limitless. Consequently, the jurisdictional evidence must establish that the claims arising from the contract at issue fall within the definition of the waiver found in section 271.151(2) of the Local Government Code.

The waiver described in Chapter 271 requires: “(A) a written contract stating the essential terms of the agreement for providing goods or services to the local governmental entity that is properly executed on behalf of the local governmental entity[.]” Id. § 271.151(2)(A) (defining “ ‘Contract subject to this subchapter’ ” in relation to section 271.152's waiver of immunity). Several of the requirements of Chapter 271 needed to demonstrate the waiver applies are not disputed in this appeal. The agreements at issue are in writing, and the Planning Commission does not dispute that it was authorized to execute them.⁴ The parties also do not dispute that the written contracts contain all of the essential terms of the parties' agreements.⁵

However, the Planning Commission disputes whether it was a party to the respective contracts at issue. It also disputes whether the contracts obligated Byrdson to provide the Planning Commission with goods or services. With respect to its argument that it was not a party to the contracts, the Planning Commission relies on the following provision found in each of the contracts:

PARTIES TO CONTRACT: The Home Owner and Contractor agree

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