Santa Clarita Organization for Planning & the Environment v. Abercrombie
240 Cal. App. 4th 300
| Cal. Ct. App. | 2015Background
- Castaic Lake Water Agency (Agency), a legislatively created wholesale (and partially retail) water agency, has a 10‑member board: seven elected and three appointed; each purveyor (retail distributor) may nominate an appointed director who "may be" an employee of the nominating purveyor.
- Keith Abercrombie, Valencia Water Company’s general manager, was nominated as an appointed director in 2010 and disclosed his employment. He participated in negotiations leading to the Agency’s decision to acquire Valencia by eminent domain, but resigned from the board before the final votes; the board later ratified the negotiations and approved the acquisition and settlement.
- SCOPE sued to set aside the acquisition on multiple grounds; the operative pleading alleged conflicts of interest under Government Code § 1090 and the Political Reform Act (PRA), § 87100 et seq.
- The Agency’s enabling statute (Act § 15.2(d), enacted by AB 3762) states that an appointed director’s interest in a contract between a purveyor and the Agency "shall not constitute a violation of Section 1090," provided the interest is disclosed and the board ratifies without counting the interested director’s vote.
- The trial court granted judgment on the pleadings for Abercrombie on the conflict claim, concluding Act § 15.2(d) excepted him from § 1090 and (by necessity) from the PRA; SCOPE appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Act § 15.2(d)’s express exception to § 1090 applies to the Agency’s acquisition contract | SCOPE: § 15.2(d) was meant to cover only "water resource plan" contracts, not acquisition/condemnation contracts; thus § 1090 bars the acquisition | Abercrombie: § 15.2(d) unambiguously covers "any contract between a purveyor and the agency," so it applies to the acquisition | Held: § 15.2(d) applies to the acquisition; it exempts the appointed director from § 1090 when disclosure and board ratification occur |
| Whether the § 1090 exception in § 15.2(d) implicitly precludes application of the PRA (§ 87100) to the same contracts | SCOPE: Legislature omitted an explicit PRA exception; expressio unius means PRA still applies | Abercrombie: If PRA applies it would nullify § 15.2(d); statutes must be harmonized and the more specific statute should control | Held: Court implies an exception to § 87100 for contracts covered by § 15.2(d) to harmonize statutes and give effect to the legislative scheme; § 15.2(d) thus reaches the PRA |
| Whether the PRA (a voter‑enacted initiative) could be amended or limited by the Legislature without voter approval | SCOPE: Because PRA originated as an initiative, legislative narrowing requires strict compliance with § 81012 procedural/substantive limits; SCOPE argues § 15.2(d) did not meet them | Abercrombie: § 15.2(d) was enacted by two‑thirds of the Legislature and furthers PRA purposes; procedural requirements were met | Held: § 15.2(d) constitutes a valid partial amendment to the PRA because it met the two‑thirds requirement, furthers PRA purposes, and there is a presumption the Legislature complied with notice/consultation requirements |
| Whether Abercrombie’s participation was excused by the PRA’s "legally required" exception (§ 87101) | SCOPE: Participation was not legally required; agency could have acted without him | Abercrombie: Participation was necessary for negotiations | Held: Exception inapplicable—quorum and votes occurred without Abercrombie; he did not demonstrate legal necessity or provide required disclosure |
Key Cases Cited
- People v. Honig, 48 Cal.App.4th 289 (1996) (section 1090 doctrine and risks when officials negotiate contracts with entities that employ them)
- Thomson v. Call, 38 Cal.3d 633 (1985) (§ 1090 prohibits contracts made by an official with whom the official has a financial interest regardless of good faith)
- Lexin v. Superior Court, 47 Cal.4th 1050 (2010) (contracts made in violation of § 1090 are void from inception)
- Consumers Union v. California Milk Producers Advisory Bd., 82 Cal.App.3d 433 (1978) (construction of the Political Reform Act and limits on board membership conflicts)
- Eldridge v. Sierra View Local Hosp. Dist., 224 Cal.App.3d 311 (1990) (PRA "legally required" participation exception and its limits)
- State Dept. of Public Health v. Superior Court, 60 Cal.4th 940 (2015) (statutory harmonization canon; courts may imply exceptions to reconcile irreconcilable statutes)