Summary
holding that plaintiff's "promissory estoppel and quantum meruit claims sound in equity and are simply not included in [Texas Local Government Code] section 271.152's limited waiver of governmental immunity" and thus dismissing these claims for lack of jurisdiction
Summary of this case from Crook v. GalavizOpinion
No. 04-07-00829-CV
Delivered and Filed: April 23, 2008.
Appeal from the 224th Judicial District Court, Bexar County, Texas, Trial Court No. 2006-CI-14543, Honorable Gloria Saldaña, Judge Presiding.
REVERSED AND RENDERED.
Sitting: CATHERINE STONE, Justice, PHYLIS J. SPEEDLIN, Justice, REBECCA SIMMONS, Justice.
MEMORANDUM OPINION
This is an interlocutory appeal from the denial of a plea to the jurisdiction filed by Somerset Independent School District ("SISD"). Because the trial court erroneously denied SISD's plea to the jurisdiction, we reverse the trial court's order and render judgment that the claims against SISD are dismissed.
Background
This case arises from an earnest money contract between SISD and the heirs of the Estates of Santiago G. Casias and Amelia V. Casias ("Heirs") for the purchase of approximately 11.909 acres of real property located in Somerset, Texas.
Appellee Casias Oil Well Service, Inc. was not a party to the earnest money contract.
As a condition to the closing of the sale, the Heirs agreed to remove all environmental hazardous conditions or substances, including but not limited to the capping of three oil wells. SISD agreed to reimburse the Heirs up to $9,000 for the environmental clean-up expenses they incurred in connection with the property; however, the earnest money contract expressly provided that SISD would not be liable to the Heirs for reimbursement of any clean-up expenses if the contract did not close. The parties also agreed that if it appeared that the anticipated environmental clean-up expenses would exceed $9,000, the contract would terminate unless the parties agreed to amend the contract to adjust the consideration. After this provision, however, the earnest money contract reiterated that SISD's obligations under the contract were expressly conditioned upon ascertaining, in SISD's sole opinion, that the property had been environmentally cleaned up by the Heirs prior to closing.
The Heirs investigated the cost of the environmental clean-up and determined that it would cost more than $9,000 to complete. The Heirs informed SISD of the estimated environmental clean-up cost, and SISD, through its attorney, purportedly approved the Heirs' request to be reimbursed more than the original $9,000 for such clean-up. After the Heirs paid approximately $28,000 to complete the required environmental clean-up, SISD terminated the earnest money contract and refused to reimburse the Heirs for their environmental clean-up expenses.
Jimmie Casias, as Representative of the Estate of Santiago G. Casias, and Rachel Casias, as Representative of Casias Oil Well Service, Inc. (collectively "Casias"), filed suit against SISD as well as its current and former board members, alleging claims of breach of contract, breach of implied contract, promissory estoppel, and quantum meruit. Casias claimed SISD's immunity from suit was waived by: (1) section 271.152 of the Texas Local Government Code; (2) section 11.151 of the Texas Education Code; and (3) SISD's conduct. SISD responded by filing a plea to the jurisdiction, alleging Casias failed to establish a waiver of SISD's immunity from suit. The trial court denied SISD's plea to the jurisdiction, and SISD brought this appeal.
Standard of Review
A plea to the jurisdiction is a dilatory plea by which a party challenges a court's authority to determine the subject matter of the action. Bland Indep. Sch. Dist. v. Blue, 34 S.W.3d 547, 554 (Tex. 2000). The party suing the governmental entity bears the burden of affirmatively showing that the trial court has jurisdiction to hear the cause. Tex. Dep't of Criminal Justice v. Miller, 51 S.W.3d 583, 587 (Tex. 2001). Whether a trial court has subject matter jurisdiction is a question of law subject to de novo review. Tex. Natural Res. Conservation Comm'n v. IT-Davy, 74 S.W.3d 849, 855 (Tex. 2002); Mayhew v. Town of Sunnyvale, 964 S.W.2d 922, 928 (Tex. 1998). In reviewing a trial court's ruling on a plea to the jurisdiction, we construe the pleadings in favor of the pleader and look to the pleader's intent. Tex. Ass'n of Bus. v. Tex. Air Control Bd., 852 S.W.2d 440, 446 (Tex. 1993).
Sovereign and Governmental Immunity
"Sovereign immunity protects the State, its agencies, and its officials from lawsuits for damages." Ben Bolt-Palito Blanco Consol. Indep. Sch. Dist. v. Tex. Political Subdivisions Prop./Cas. Joint Self-Ins. Fund, 212 S.W.3d 320, 323-24 (Tex. 2006). Under this doctrine, the sovereign is immune from liability and also from lawsuits. Id. at 324. Immunity from liability shields the State from judgments, while immunity from suit prohibits a suit against the State unless the Legislature grants consent. Id.
The State's sovereign immunity protects the various divisions of state government, including agencies, boards, hospitals, and universities. Id. "The appurtenant common-law doctrine of governmental immunity similarly protects political subdivisions of the State, including counties, cities, and school districts." Id. Political subdivisions of the State enjoy governmental immunity from suit to the extent that immunity has not been abrogated by the Legislature. Id. Sovereign and governmental immunity deprive a trial court of subject matter jurisdiction. Reata Const. Corp. v. City of Dallas, 197 S.W.3d 371, 374 (Tex. 2006); Dallas Area Rapid Transit v. Whitley, 104 S.W.3d 540, 542 (Tex. 2003).
Section 271.152 of the Texas Local Government Code
Casias argues SISD's immunity is waived by section 271.152 of the Texas Local Government Code, which waives immunity from suit for certain contractual claims. See Tex. Loc. Gov't Code Ann. § 271.152 (Vernon 2005). Specifically, section 271.152 provides that:
[a] local governmental entity that is authorized by statute or the constitution to enter into a contract and that enters into a contract subject to this subchapter waives sovereign immunity to suit for the purpose of adjudicating a claim for breach of the contract, subject to the terms and conditions of this subchapter.
Id. The statute defines a "contract subject to this subchapter" as "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).
Casias pleaded claims for breach of contract, breach of implied contract, promissory estoppel, and quantum meruit. With respect to the breach of contract claim filed by Casias, section 271.152 does not waive SISD's immunity because the earnest money contract at issue relates to the sale of land — not goods or services. The earnest money contract provides:
ARTICLE I — PURCHASE AND SALE
Sellers hereby agree to sell to Buyer and Buyer agrees to purchase from Sellers, on the terms and conditions hereinafter set forth, that one certain tract of real property comprising 11.909 acres of land, more or less, situated in Bexar County, Texas. . . .
ARTICLE II
Buyer shall pay as the purchase price of the Property the sum of $363,000.00 (the "Purchase Price"), payable in good funds at closing (of which sum the Earnest Money Deposit shall form a part).
In addition to the Purchase Price, Buyer shall reimburse Seller for the Seller's environmental clean-up expenses, as defined in Article III, as may be incurred by Seller between the date of this contract and closing. Such reimbursement shall not exceed $9,000.00. Prior to closing, Seller shall submit to Buyer copies of invoices for such clean-up expenses. Buyer shall not be liable to Seller for reimbursement of any clean-up expenses if this contract does not close.
ARTICLE III
The parties acknowledge that certain environmental hazardous conditions or substances may exist on the Property. These include three oil wells, tanks and other conditions known and unknown. Seller has agreed to remove all of such conditions and substances, including, but not limited to the capping of the wells, prior to closing. . . .
If it should appear at any time during the clean-up stage or the environmental assessment stage, that the clean-up expenses will exceed $9,000.00, then this Contract shall terminate, and neither party shall have any further obligation hereunder, or the parties may amend this Contract by mutually agreeing to adjust the consideration hereunder. Buyer's obligations under this Contract are expressly conditioned upon ascertaining, in Buyer's sole opinion, that the Property has been environmentally cleaned up by the Seller prior to closing. . . .
It is clear from the terms of the earnest money contract that the agreement expressly provides for the potential sale of 11.909 acres of real property to SISD. Although Casias maintains the earnest money contract contemplates both the sale of land as well as the provision of environmental clean-up services to SISD, the earnest money contract expressly stated that SISD's obligations were conditioned upon the environmental clean-up and SISD would not be liable to the Heirs for reimbursement of any clean-up expenses if the contract did not close. Although the environmental clean-up was a condition to closing, the contract itself was for the sale of land and is not included in section 271.152's limited waiver of immunity. See City of San Antonio v. Reed S. Lehman Grain, Ltd., No. 04-04-00930-CV, 2007 WL 752197, at *2 n. 2 (Tex.App.-San Antonio March 14, 2007, pet. denied) (noting section 271.152 not applicable to claim for breach of easement dedication contract because it conveyed an interest in real property and was not an agreement for providing goods and services).
As for the breach of implied contract claim asserted by Casias, section 271.152 defines a "contract subject to this subchapter" as a written contract. See Tex. Loc. Gov't Code Ann. § 271.152 (Vernon 2005). Because an implied contract is not a written contract, immunity is not waived under section 271.152 for such a claim. Similarly, Casias' promissory estoppel and quantum meruit claims sound in equity and are simply not included in section 271.152's limited waiver of governmental immunity. See H H Sand Gravel, Inc. v. City of Corpus Christi, No. 13-06-00677-CV, 2007 WL 3293628, *3 (Tex.App.-Corpus Christi Nov. 8, 2007, no pet.); City of Houston v. Swinerton Builders, Inc., 233 S.W.3d 4, 13 (Tex.App.-Houston [1st Dist.] 2007, no pet.). Accordingly, we conclude that section 271.152 does not waive SISD's immunity from suit.
Section 11.151 of the Texas Education Code
Casias also contends SISD's immunity is waived by section 11.151 of the Texas Education Code, which provides that "[t]he trustees of an independent school district constitute a body corporate and in the name of the district may . . . sue and be sued." See Tex. Educ. Code Ann. § 11.151(a) (Vernon 2006). The supreme court, however, has expressly held that "section 11.151(a) is not a clear and unambiguous waiver of immunity." Lamesa Indep. Sch. Dist. v. Booe, 235 S.W.3d 710, 711 (Tex. 2007) (per curiam); Satterfield Pontikes Constr., Inc. v. Irving Indep. Sch. Dist., 197 S.W.3d 390, 391 (Tex. 2006) (per curiam). We are bound to follow the dictates of the supreme court and must conclude section 11.151(a) does not waive SISD's immunity from suit. See Satterfield Pontikes Constr., Inc., 197 S.W.3d at 391.
Waiver by Conduct
Casias further contends that SISD waived its immunity by its conduct. Casias appears to be contending that SISD's alleged refusal to honor the earnest money contract by reimbursing Casias for the environmental clean-up of the property resulted in a waiver of immunity. Although the supreme court has discussed the possibility that a governmental entity might waive its immunity by certain actions, even absent a legislative waiver of immunity, the court has recognized a "tension" in this waiver concept. See Reata Const. Corp., 197 S.W.3d at 375; see also Gordon v. San Antonio Water Sys., Nos. 04-06-00699-CV, 04-06-00700-CV, 04-06-00701-CV, 04-06-00702-CV, 2007 WL 748692, *2 (Tex.App.-San Antonio 2007, pet. denied). "In Catalina Dev., Inc. v. County of El Paso, 121 S.W.3d 704, 706 (Tex. 2003), the Texas Supreme Court rejected an argument that the governmental entity waived its immunity based on its breach of a contract for the sale of real property, concluding, `Although in Federal Sign we suggested that some circumstances might warrant recognizing a waiver by conduct, the equitable basis for such a waiver simply does not exist under this set of facts.'" Gordon, 2007 WL 748692 at *2. Similarly, we do not believe that an equitable basis for such a waiver exists under the facts presented in the instant case. See id. We therefore conclude SISD did not waive its immunity from suit by its conduct.
Conclusion
Because Casias has not demonstrated a waiver of SISD's immunity, we conclude the trial court erred by denying SISD's plea to the jurisdiction. We therefore reverse the trial court's order denying SISD's plea to the jurisdiction and render judgment that the claims against SISD are dismissed.
We need not address SISD's remaining contentions in light of our conclusion that SISD has not waived its immunity from suit. See Tex. R. App. P. 47.1 (directing courts of appeals to issue written opinions addressing issues necessary to final disposition of the appeal).