Cardinal Crossing GP, LLC t/a Cardinal Crossing Realty Associates, L.P. v. Marple Twp.
Cardinal Crossing GP, LLC t/a Cardinal Crossing Realty Associates, L.P. v. Marple Twp. - 1741 and 1781 C.D. 2016
| Pa. Commw. Ct. | Jul 20, 2017Background
- Cardinal Crossing negotiated to buy 213 acres in Marple Township for a mixed-use project that required a zoning amendment; purchase included a $5 million non-refundable deposit and a $47 million sale price.
- Township formed a Marple Township Economic Development & Smart Growth Committee (chaired by a commissioner) and Township representatives (commissioners, employees, contractor) met repeatedly with Cardinal Crossing and expressed support for the proposed development.
- Cardinal Crossing submitted formal zoning amendment proposals and a fully engineered preliminary plan, spent over $2 million preparing the application, and the $5 million deposit became non-refundable; total alleged reliance damages exceeded $7 million.
- Community opposition grew; the Planning Commission recommended denial and, on May 11, 2016, a majority of the Board voted not to recommend rezoning. Cardinal Crossing’s sale agreement expired July 1, 2016.
- Cardinal Crossing sued the Township for promissory estoppel, asserting it reasonably relied on Township representatives’ promises; the trial court sustained the Township’s demurrer and dismissed the complaint with prejudice.
- The Commonwealth Court affirmed, holding rezoning is a legislative act binding only when a majority of the governing body takes official action at a public meeting; unofficial statements by officials or employees could not reasonably be relied on as binding promises.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Cardinal Crossing may assert promissory estoppel against Township for failing to enact a zoning amendment | Cardinal Crossing: municipal representatives repeatedly promised support and induced reliance; promissory estoppel should be available | Township: rezoning is a legislative discretion of the Board; only official majority vote can bind Township, so estoppel fails | Held: No—rezoning is legislative; unofficial promises cannot bind the Township, so promissory estoppel fails |
| Whether Cardinal Crossing’s reliance on officials’ statements was reasonable | Cardinal Crossing: reliance was reasonable because the Development Committee was formed by Township and acted as Board’s agent | Township: reliance was not reasonable; parties must inquire into officials’ authority; only Board majority can bind Township | Held: Not reasonable as a matter of law—reliance on unofficial statements about a legislative act is unjustified |
| Whether members of the Development Committee or individual commissioners/employees could bind the Township by private assurances | Cardinal Crossing: Committee and representatives were acting as Township agents for development matters | Township: no allegation those individuals had authority to legally bind the Township to enact legislation | Held: Committee members/officials had no authority to commit Township to legislative action; their statements cannot create enforceable, contract-like promises |
| Whether dismissal on preliminary objections/demurrer was proper (i.e., whether facts as pleaded could entitle plaintiff to relief) | Cardinal Crossing: reasonableness of reliance is factual and not resolvable on demurrer | Township: reasonableness can be decided as a matter of law; promissory estoppel is legally unavailable here | Held: Demurrer properly sustained—given statutory and precedent rules on municipal legislative acts, no recovery was possible on pleaded facts |
Key Cases Cited
- Springwood Dev. Partners, L.P. v. Bd. of Supervisors of N. Cornwall Twp., 985 A.2d 298 (Pa. Cmwlth. 2009) (rezoning is a legislative act within governing body’s discretion)
- Peluso v. Kistner, 970 A.2d 530 (Pa. Cmwlth. 2009) (elements and strict application of promissory estoppel)
- Toy v. Metropolitan Life Ins. Co., 928 A.2d 186 (Pa. 2007) (reasonableness of reliance is typically a fact question)
- Lobolito, Inc. v. North Pocono School District, 755 A.2d 1287 (Pa. 2000) (promissory estoppel survives where governing body took official action later rescinded)
- Cornell Companies, Inc. v. Borough of New Morgan, 512 F. Supp. 2d 238 (E.D. Pa. 2007) (promissory estoppel upheld where borough had entered enforceable agreements later breached)
- Pittsburgh Baseball, Inc. v. Stadium Auth. of Pittsburgh, 630 A.2d 505 (Pa. Cmwlth. 1993) (reliance on oral promises by officials who lacked authority is not reasonable)
- Palmer v. Bartosh, 959 A.2d 508 (Pa. Cmwlth. 2008) (standard of review for demurrer/preliminary objections)