National Public Finance Guarantee Corp. v. Harris County-Houston Sports Authority
448 S.W.3d 472
| Tex. App. | 2014Background
- In 1997, Harris County and the City of Houston created the Sports Authority under Local Government Code Chapter 335 to finance venue projects in Harris County.
- The Authority issued multiple bond series; the Indenture governs these bonds and requires maintaining revenues to pay debt.
- The Series 2001 bonds funded Reliant Stadium and were secured by reserve and other accounts.
- The Funding Agreement, Texans Lease, and Rodeo Lease linked the bonds to revenues and provided for control of terms by the Indenture and Leases.
- National Public Finance Guarantee Corporation insured the bonds and later pursued claims after shortfalls, asserting immunity waivers through related agreements.
- The Authority and Convention Corporation moved to dismiss under sovereign immunity; National argued waivers existed in the Funding Agreement and Leases.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the 2007 Act waived the Sports Authority’s immunity | National argues §1371.059(c) and §10 ratified pre‑June 15, 2007 waivers | Sports Authority contends §9 governs pre‑amendment actions and §10 does not apply here | Yes, the Sports Authority’s immunity was waived under §10 for pre‑2007 agreements |
| Whether §271.152 waives the Convention Corporation’s immunity | National asserts funding documents extend waiver to Convention Corp. and declaratory claims | Convention Corp. argues waiver applies only to breach claims and National seeks declaratory relief | No, §271.152 waiver does not extend to National’s declaratory judgment claims against the Convention Corporation |
| Whether the contract-based waiver applies to third-party beneficiary claims | National relies on third-party beneficiary status to invoke waivers | No breach claims against Convention Corp. shown; waiver limited to breach actions | Not applicable; waiver does not cover National’s declaratory claims against Convention Corp. |
| Whether the pleadings could be repleaded to state a breach claim | National seeks opportunity to amend to present breach against Convention Corp. | Remand for repleading would be futile; Legislature controls waivers | Futile to amend; no repleading allowed |
Key Cases Cited
- Tooke v. City of Mexia, 197 S.W.3d 325 (Tex. 2006) (soveriegnty immunity requires explicit waiver beyond phrase 'sue and be sued')
- Kirwan v. City of Waco, 298 S.W.3d 618 (Tex.2009) (plea to jurisdiction reviewed de novo; liberal pleading standard)
- Rankin v. Harris Cnty. Housing Auth., 414 S.W.3d 198 (Tex.App.-Houston [1st Dist.] 2013) (waiver at contract entry not dependent on breach to apply)
- Ben Bolt-Palito Blanco Consol. Ind. Sch. Dist. v. Texas Subdivisions Prop./Cas. Joint Self-Ins. Fund, 212 S.W.3d 320 (Tex.2006) (271.152 waiver applies to breach claims, not general declaratory relief in all cases)
- Lower Colorado River Auth. v. City of Boerne, 422 S.W.3d 60 (Tex.App.-San Antonio 2014) (clarifies scope of 271.152 re declaratory judgments)
- Williams v. City of Houston, 353 S.W.3d 128 (Tex.2011) (defines sovereign vs governmental immunity components)