523 S.W.3d 530
Mo. Ct. App.2017Background
- Pemiscot County Port Authority’s executive director negotiated and signed an operating agreement with RSSI covering use of the Port Authority’s railroad spur.
- Port Authority later granted track-use rights to a third party; RSSI sued claiming its agreement granted exclusivity and sought declaratory and other relief.
- Port Authority moved for summary judgment, arguing the agreement was void ab initio under Mo. Rev. Stat. § 432.070 because it lacked required written authorization for an agent to bind the public entity.
- The trial court granted summary judgment for Port Authority, declaring the agreement void under § 432.070; RSSI appealed.
- On appeal the court (1) rejected RSSI’s procedural challenge for failing to present Rule 74.04(c) facts properly in its brief, (2) held the Port Authority is a municipal corporation subject to § 432.070, and (3) found RSSI’s constitutional vagueness challenge was waived for late-raising.
Issues
| Issue | Plaintiff's Argument (RSSI) | Defendant's Argument (Port Authority) | Held |
|---|---|---|---|
| Whether material factual disputes precluded summary judgment | Numerous disputed material facts (authorization, knowledge, municipal status) made summary judgment improper | Rule 74.04(c) record controlled; RSSI failed to present required numbered facts to show disputes | Denied — RSSI’s failure to present Rule 74.04(c) facts forfeited the point |
| Whether § 432.070 applies to Port Authority | Port Authority is an economic development agency, not a municipal corporation governed by § 432.070 | Port Authority is a public local corporation (broad-sense municipal corporation) and § 432.070 applies | Denied — Port Authority is within the statute’s scope |
| Whether the agreement is void for noncompliance with § 432.070 | Agreement is valid or substantially complies; parties who signed were the actual parties so written authorization not required | § 432.070’s written-authorization requirement is mandatory; contracts made without required written authorization are void | Held — agreement void ab initio for lack of required written authorization |
| Whether § 432.070 is unconstitutionally vague as to "other municipal corporation" | Phrase is vague; statute therefore unconstitutional | Term has long judicial construction; RSSI waived constitutional challenge by not raising it timely | Denied — constitutional claim waived and not preserved |
Key Cases Cited
- Chopin v. AAA, 969 S.W.2d 248 (Mo. App. 1998) (brief must state Rule 74.04(c) facts in numbered-paragraph format)
- Jones v. Union Pac. R.R., 508 S.W.3d 159 (Mo. App. 2016) (summary-judgment review is limited to Rule 74.04(c) record)
- Lackey v. Iberia R-V Sch. Dist., 487 S.W.3d 57 (Mo. App. 2016) (procedural requirement that facts be presented per Rule 74.04(c) is mandatory)
- ITT Commercial Fin. Corp. v. Mid-Am. Marine Supply Corp., 854 S.W.2d 371 (Mo. banc 1993) (summary judgment appropriate when undisputed facts entitle a party to judgment as a matter of law)
- City of Kansas City v. Southwest Tracor Inc., 71 S.W.3d 211 (Mo. App. 2002) (§ 432.070’s authorization requirement is mandatory and contracts violating it are void)
- Moynihan v. City of Manchester, 265 S.W.3d 350 (Mo. App. 2008) (proof of authorization under § 432.070 requires public-entity records reasonably exact and specific)