North Central Texas Council of Governments v. MRSW Management, LLC, 405 S.W.3d 364

Background

NCTCOG, a regional planning commission and political subdivision under Tex. Loc. Gov't Code ch. 391, entered a 2010 interlocal "Procurement Agreement" with the Texas Department of Public Safety (DPS)/SAA under the Interlocal Cooperation Act (Gov't Code ch. 791) to procure planning services for DPS.
The Agreement described NCTCOG as a conduit for DPS funding; DPS selected contractors and NCTCOG issued purchase orders to providers, including MRSW Management, LLC, a private contractor that provided homeland-security-related services and invoiced NCTCOG.
After DPS terminated the Agreement and withheld funds, NCTCOG did not pay MRSW; MRSW sued NCTCOG for breach of contract, sworn account, quantum meruit, attorney's fees, and declaratory relief.
NCTCOG asserted governmental immunity and filed pleas to the jurisdiction; the trial court initially granted pleas, then reinstated MRSW's claims after a new-trial motion; NCTCOG reasserted jurisdictional pleas and sought dismissal.
The trial court denied NCTCOG's amended plea; NCTCOG appealed interlocutorily under Tex. Civ. Prac. & Rem. Code § 51.014(a)(8).
The court of appeals considered whether NCTCOG was performing governmental functions under ch. 791 (thus immune) and whether immunity was waived under Tex. Loc. Gov't Code § 271.152 (waiver for contracts providing goods/services to the local governmental entity).

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether NCTCOG is entitled to governmental immunity for actions here	MRSW: NCTCOG acted outside statutory authority (mere agent) and thus lacks immunity	NCTCOG: As a political subdivision performing governmental functions under ch. 791, it retains immunity	Held: NCTCOG immune — its actions (entering agreement, purchasing services) were governmental functions under ch. 791
Whether the interlocal procurement/purchasing falls within "governmental functions and services" (Gov't Code § 791.003)	MRSW: Services were consultation/program management not within § 791.003 categories	NCTCOG: Purchasing/planning and services for DPS fall within § 791.003 (planning, administrative/purchasing, mutual-interest functions)	Held: Actions fall within § 791.003 (purchasing/planning); immunity applies
Whether waiver under Tex. Loc. Gov't Code § 271.152 applies	MRSW: Waiver applies because there was a written contract for providing goods/services; NCTCOG entered purchase orders	NCTCOG: § 271.152 waives only contracts providing goods/services to the local governmental entity; here services were provided to DPS, not NCTCOG	Held: No waiver — undisputed evidence shows services were provided to DPS, not NCTCOG, so § 271.152 does not apply
Whether the trial court erred in denying plea to jurisdiction and allowing discovery to proceed	MRSW: Jurisdictional facts supported suit/waiver; discovery justified	NCTCOG: Jurisdictional facts undisputed and negate jurisdiction; plea should be granted as matter of law	Held: Trial court erred; plea to jurisdiction should have been granted and claims dismissed against NCTCOG

Key Cases Cited

Texas Dep't of Parks & Wildlife v. Miranda, 133 S.W.3d 217 (Tex. 2004) (standard for plea to the jurisdiction; when evidence may be considered)
Tooke v. City of Mexia, 197 S.W.3d 325 (Tex. 2006) (legislative waiver of governmental immunity must be clear and unambiguous)
City of Houston v. Williams, 353 S.W.3d 128 (Tex. 2011) (political subdivisions derive immunity when performing governmental functions)
Rolling Plains Groundwater Conservation Dist. v. City of Aspermont, 353 S.W.3d 756 (Tex. 2011) (political subdivisions entitled to governmental immunity from suit)
Presidio Indep. Sch. Dist. v. Scott, 309 S.W.3d 927 (Tex. 2010) (statutory construction principles; interpreting scope of statutory waivers)
Kirby Lake Dev., Ltd. v. Clear Lake City Water Auth., 320 S.W.3d 829 (Tex. 2010) (interpreting § 271.151 requirement that goods/services be provided to the contracting local governmental entity)