Service Employees International Union, Local 99 v. Options—A Child Care & Human Services Agency
133 Cal. Rptr. 3d 73
Cal. Ct. App.2011Background
- Options—a private nonprofit contractor administering subsidized child care under State Dept. of Education contracts—agreed to comply with the Brown Act for publicly funded programs.
- Contracts incorporated Brown Act- and regulations-based requirements, including open meetings, posted agendas, and public access to materials.
- SEIU and Francisco Torres alleged June 18, 2008 board meeting violated Brown Act provisions (no 72-hour posted agenda, undisclosed executive-session items, no public comment, and unavailable reports).
- Plaintiffs sued Options for Brown Act violation and for breach of contract, asserting they are intended third-party beneficiaries of the Brown Act provisions.
- Trial court granted Options summary judgment on the Brown Act count, and denied SEIU/Torres’ breach-of-contract claim as to third-party beneficiary standing, prompting appellate review.
- On appeal, the court held that (i) the public is an intended beneficiary of Brown Act-incorporated contract terms, (ii) Options cannot be sued directly under the Brown Act since it is not a legislative body, but (iii) third-party beneficiaries can enforce the contract provisions seeking injunctive/declaratory relief.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Can SEIU/Torres enforce Brown Act provisions as third-party beneficiaries. | SEIU/Torres are intended beneficiaries. | Options is not a legislative body; no direct Brown Act liability. | Yes; they are third-party beneficiaries and can enforce the contract. |
| Can Options be sued directly under the Brown Act? | Even though not a legislative body, contract requires Brown Act compliance. | Options not a local agency or legislative body; Brown Act cannot be invoked directly. | No; Options cannot be sued directly under the Brown Act; only contract enforcement actions by third parties. |
| Do the contracts’ Brown Act provisions entitle plaintiffs to injunctive/declaratory relief? | Provisions show intent to benefit the public and allow enforcement. | Martinez limits third-party damages; here injunctive/declaratory relief sought. | Yes; third-party enforcement via injunctive/declaratory relief is supported. |
Key Cases Cited
- Hess v. Ford Motor Co., 27 Cal.4th 516 (Cal. 2002) (contractual intent and third-party beneficiary principles)
- Lucas v. Hamm, 56 Cal.2d 583 (Cal. 1961) (intent of promisee determines intended beneficiary)
- Spinks v. Equity Residential Briarwood Apartments, 171 Cal.App.4th 1004 (Cal. App. 4th 2009) (intent to confer benefit to third parties; Restatement guidance)
- Martinez v. Socoma Companies, Inc., 11 Cal.3d 394 (Cal. 1974) (damages to public as third-party beneficiaries not presumed; administrative remedies prevail)
- Unite Here Local 30 v. Department of Parks & Recreation, 194 Cal.App.4th 1200 (Cal. App. 4th 2011) (public benefits vs. incidental beneficiaries; Brown Act-specific reasoning)
- Amaral v. Cintas Corp. No. 2, 163 Cal.App.4th 1157 (Cal. App. 4th 2008) (government contractor beneficiaries of living wage ordinances)
- Tippett v. Terich, 37 Cal.App.4th 1517 (Cal. App. 4th 1995) (third-party beneficiaries in government contracts for employee benefits)
- Zigas v. Superior Court, 120 Cal.App.3d 827 (Cal. App. 3d 1981) (residential tenants as third-party beneficiaries of government contracts)
- Shell v. Schmidt, 126 Cal.App.2d 279 (Cal. App. 2d 1954) (third-party beneficiary precepts in public contracts)