OPINION AND ORDER
Plaintiffs, Angus Partners LLC d/b/a Angus Energy (“Angus Energy”) and White Crane Martial Arts, Inc. (“White Crane”) bring this action under 42 U.S.C. § 1983 against Defendants, the Metropolitan Transportation Authority (the “MTA”), the Triborough Bridge and Tunnel Authority (the “TBTA”), Jay Walder, the Chairman and CEO of the MTA, and James Ferrara, the Acting President of the TBTA, alleging that their bridge and tunnel tolls violate the constitutionally-protected right to travel and the dormant Commerce Clause.
BACKGROUND
I. Overview of the MTA and the MTA Transportation Network
The MTA operates “North America’s largest transportation network” and provides transportation services across New York City (the “City”) and the greater metropolitan area. Herzog Deck Ex. 1 (The MTA Network), ECF No. 50-1. The MTA is a public-benefit corporation and was chartered by the New York State Legislature in 1965. Id. In 1968, the MTA was given additional authorization to develop and implement transportation policy for the greater New York metropolitan area, and the TBTA and the New York City Transit Authority (the “NYCTA”) were placed under the common control of the MTA board of directors (the “MTA Board”). Herzog Deck Ex. 9 (Report to Boards of MTA and TBTA) at MTATB-TA-A 2894, ECF No. 50-9; see also N.Y. Pub. Auth. Law §§ 552, 1264. As provided in the authorizing statute,
[t]he purposes of the [MTA] shall be the continuance, further development and improvement of commuter transportation and other services related thereto within the metropolitan commuter transportation district.... It shall be the further purpose of the [MTA], consistent with its status as the ex officio board of both the [NYCTA] and the [TBTA], to develop and implement a unified mass transportation policy for such district.
N.Y. Pub. Auth. Law § 1264 (emphasis added). The MTA has the power, among other things, to set tolls and fares, modify programs and operations, and issue debt to balance its budget and execute capital plans. See id. at §§ 1265, 1266; Schnall Deck Ex. M (MTA Board Approves 2009 Budget), ECF No. 77-13.
The MTA transportation network includes the following subsidiaries and affiliates: (1) the MTA Bus Company (“MTA Bus”), a subsidiary of the MTA, which was created in 2004 and provides bus service in areas formerly served by seven private bus companies; (2) the Long Island Railroad (the “LIRR”), a subsidiary of the MTA and a commuter railroad with eleven rail lines; (3) the Metro-North Railroad (the “MNR”), a subsidiary of the MTA and a commuter railroad with three major lines serving New York City’s northern suburbs; (4) the MTA Capital Construction Company (the “MTACC”), a subsidiary of the MTA, which manages “mega-projects, including major system expansions and Lower Manhattan transit projects”; (5) the NYCTA, an affiliate of the MTA, which operates the New York City subways, the Staten Island Rapid Transit Operating Authority (the “SIRTOA”), and more than 200 bus routes not operated by MTA Bus;
In 2012, the total ridership on MTA public transportation was 2.6 billion, and more than more than 282 million vehicles used TBTA bridges and tunnels. Herzog Decl. Ex. 1 (The MTA Network). The 2012 total operating budget of the MTA was approximately $12.6 billion, Herzog Decl. Ex. 20, ECF No. 50-20, and the total operating budget for 2013 was $13.2 billion. Herzog Decl. Ex. 1 (The MTA Network). In 2012, MTA Bus had an annual ridership of approximately 120.9 million with an average weekday ridership of 390,-685, and its 2013 operating budget was $661.8 million. Id. In 2012, the LIRR had an annual ridership of approximately 81.8 million with an average weekday ridership of 285,082, and its 2013 operating budget was $1.7 billion. Id. In 2012, the MNR had an annual ridership of approximately 83 million and average weekday ridership of 281,331, and its 2013 operating budget was $1.4 billion. Id. The 2013 operating budget of the MTACC was $35.2 million. Moss Report 32. In 2012, NYCTA subway and buses had an annual ridership of 2.3 billion with an average weekday ridership of 7,579,555, and the 2013 operating budget of NYCTA’s subways and buses was $9.9 billion. Herzog Decl. Ex. 1 (The MTA Network). The SIRTOA, which is also operated by the NYCTA, has an annual ridership of 4.4 million with an average weekday ridership of 15,993, and its 2013 operating budget was $53.7. Id. In 2012, TBTA saw more than 282 million vehicle crossings over its bridges and tunnels with average weekday crossings of 798,117, and its 2013 operating budget was $586.5 million. Id. “[Four] of every [five] rush-hour commuters to New York’s central business districts (CBDs)
In addition to the MTA, a number of other state and local public entities provide transportation services and maintain bridges, roads, and tunnels in the greater New York metropolitan area. See Schnall Decl. Exs. C-K, ECF Nos. 77-3-77-11. The New York City Department of Transportation, for example, operates the Staten Island Ferry and a number of bridges and tunnels connecting Manhattan with the surrounding boroughs. See Schnall Decl. Exs. B, D, ECF Nos. 2, 4. There are other public authorities, such as the New York State Thruway Authority and the New York Bridge Authority, which operate bridges and tunnels in the City. See Schnall Decl. Exs. G, H, ECF Nos. 77-7, 77-8. Across the larger New York metropolitan area, the majority of bridges and highways, both tolled and non-tolled, are operated by public entities with no affiliation or subsidiary relationship to the MTA or TBTA. See Schnall Decl. Schnall Decl. Exs. D, I-K, ECF Nos. 77-4, 77-9-77-11.
II. The TBTA
A. History and Legislative Overview of the TBTA
The TBTA, also referred to as MTA Bridges & Tunnels, was created by New
In 1968, the New York State Legislature passed legislation converting the TBTA into an MTA affiliate and placing the TBTA under the common control of the MTA Board, “effectively ending Robert Moses’ reign.” Id. at 26; see also N.Y. Pub. Auth. Law § 1264. This legislation granted the MTA the authority to use the TBTA’s surplus revenues in furtherance of the MTA’s mission to “develop and implement a unified mass transportation policy for [the metropolitan commuter transportation district].” Id.; see also Moss Report 26. Subsequent legislation required the transfer of “twenty-four million dollars plus fifty percentum of the balance of [the TBTA’s] operating surplus to the [NYC-TA]” and specified that' “the remainder shall be allocable to [the MTA] on behalf of the commuter railroads operated by it, by its subsidiary corporations or by others under joint arrangements.” N.Y. Pub. Auth. Law § 1219-a(2)(B); see also Moss Report 26. The New York State Legislature has since given the MTA additional authority to use TBTA surplus revenues to pay debts on behalf of the MTA and the NYCTA, to fund capital projects, and to address critical transportation needs. Id.; see also N.Y. Pub. Auth. Law §§ 552(2), 553(9), (12), (17), 569-c, 1219-a, 1269, 1270-d. This has enabled the MTA to issue bonds backed by TBTA revenues (including future toll revenues), which “continues to be essential for regional mobility by supporting transit, bridges, and tunnels.” Moss Report 26. The MTA Board is required by law to balance the MTA’s budget and to close its budget deficit. See Schnall Deck Ex. M (MTA Board Approves 2009 Budget). The MTA Board continues to set TBTA and NYCTA tolls and fares, modify operations throughout the MTA network, and issue debt in furtherance of that objective. See id.; N.Y. Pub. Auth. Law §§ 1265,1266.
B. TBTA Facilities and Tolls
The nine toll bridges and tunnels currently operated by the TBTA are the Robert F. Kennedy Bridge (formerly, the Triborough Bridge), the Throgs Neck Bridge, the Verrazano-Narrows Bridge, the Bronx-Whitestone Bridge, the Henry Hudson Bridge, the Marine Parkway-Gil Hodges Memorial Bridge, the Cross Bay Veterans Memorial Bridge, the Queens Midtown Tunnel, and the Hugh L. Carey Tunnel (formerly, the Brooklyn Battery Tunnel). N.Y. Pub. Auth. Law §§ 553; Herzog Deck Ex. 1 (The MTA Network). In 2012, 282.8 million vehicles travelled across the bridges and tunnels owned and overseen by the TBTA. The TBTA has 1,545 employees. Id.
As of March 3, 2013, the tolls charged by the TBTA are as follows: the toll to cross the Marine Parkway-Gil Hodges
Drivers who are customers of the New York E-ZPass Customer Service Center (“NYCSC E-ZPass”) are eligible for lower toll rates than non-customers. See id; Moss Report 30 n. 108. NYCSC E-ZPass customers are charged a $2.00 toll to cross the Marine Parkway-Gil Hodges Memorial and Cross Bay Veterans Memorial Bridges; $2.44 to cross the Henry Hudson Bridge; and $5.33 each way to cross each of the remaining TBTA bridges and tunnels. Herzog Decl. Ex. 5 (Crossing Charges); see also Moss Report 30-31. The $10.66 NYCSC E-ZPass round-trip toll on the Verrazano-Narrows Bridge is only collected one-way. See Herzog Decl. Ex. 5 (Crossing Charges). “Anyone, regardless of residency, can apply for a New York Customer Service Center-issued E-ZPass tag.” Id.
The TBTA is a member agency in the E-ZPass Interagency Group, which provides toll collection systems in fourteen states. See id. Prior to 2009, the MTA and TBTA offered discounted rates to all vehicles using an E-ZPass transponder irrespective of whether the transponder was obtained through the NYCSC or from another agency in another state. Schnall Decl. Ex. II (Deposition Transcript of Dore Abrams (“Abrams Tr.”)) at 47-48, ECF No. 73-35. In 2009, the MTA and TBTA implemented a toll increase which eliminated the discounts on all non-NYCSC E-ZPasses but kept in place discounts for customers who pay tolls using an NYCSC E-ZPass. Id. Dore Abrams, the director of the operating budget at the TBTA, testified that this change was implemented after the MTA became aware that “other agencies in other states that had their own customer service center weren’t offering the lower toll to [NYCSC] tag holders.” Id. at 48. Abrams testified that the decision was made at the “MTA level” and that “the people I work for felt that it was a legitimate way of increasing revenue and maintaining consistency with the other agencies.” Id. at 49.
Residents of Staten Island are eligible to receive additional discounts on the Verra-zano-Narrows Bridge, and residents of the Rockaways and Broad Channel are eligible to receive additional discounts and State-funded rebates on the Marine Parkway-Gil Hodges Memorial and Cross Bay Veterans Memorial Bridges. See Moss Report 31. On the Verrazano-Narrows Bridge, the discount toll for residents of Staten Island paying by token is $8.53, and the NYCSC E-ZPass rate is $6.00. Herzog Decl. Ex. 5 (Crossing Charges). On the Marine Parkway-Gil Hodges Memorial and Cross Bay Veterans Memorial Bridges, the discount toll for residents of Rockaway and Broad Channel paying by token is $1.79, and the NYCSC E-ZPass rate is $1.31. Id. The constitutionality of the differential residence-based tolls charged on these bridges was recently recognized by the Honorable Paul A. Engelmayer in Janes v. Triborough Bridge & Tunnel Auth.,
III. TBTA Budget and Revenue Transfers
In 2013, the TBTA had an operating budget of $586.5 million, and approximate
Because the portion of TBTA revenue allocated to the MTA is used for commuter railroads, not all of MTA’s programs re-' ceive surplus funds transferred from the TBTA. MTA’s operating deficits are funded through taxes, such as the mortgage recording taxes and payroll mobility taxes. See Johnson Tr. at 92-104; Herzog Decl. Ex. 14 (Funding Sources of MTA Headquarters Operating Deficit), ECF No. 50-14. The operating budgets of the MTA Arts for Transit program, the SIRTOA, MTA Bus, and the LIB are funded through the MTA or, in some cases, by the City, and, based on the testimony of MTA’s budget director, Douglas Johnson, no money from the TBTA goes to fund these programs. See Johnson Tr. at 104-11, 136-37. Defendants also submit evidence that the cost to NYCTA of the Student MetroCard program is primarily foregone revenue, rather than out-of-pocket expenditures, because “the vast majority of the expense toward the operation that is utilized by the students exists already.” Johnson Tr. at 24-25, 69-70; see also Ring Tr. at 38-39. State and City subsidies .offset some of the cost of the Student MetroCard program. Johnson Tr. at 25, 69-72.
IV. The Relationship Between Public Transit and Usage of TBTA Facilities
Defendants submit two expert reports addressing, among other things, the relationship between public transit and the usage of bridges, tunnels, and roadways in the metropolitan area. Plaintiffs have not offered expert testimony or reports that would contest the conclusions presented by Defendants’ experts, nor have they challenged the qualifications of Defendants’ witnesses to testify as experts.
The report prepared by Mitchell L. Moss, Ph.D., a professor of Urban Policy and Planning at New York University, addresses the relationship between mass transit and the use of bridges and tunnels in the region. See Moss Report 2, 7. Professor Moss begins his report by providing historical background on the MTA and its various subsidiaries and affiliates and by describing the historical relationship between the City’s mass transit and bridge and tunnel services. See id. at 7-34. Relevant portions of the report have been cited in the MTA and TBTA background sections above. See supra Sections I, II.A. Professor Moss notes throughout his report that New York’s policymakers explicitly created the MTA to develop and implement a uniform mass transportation
The Moss Report also examines the relationship between the transportation services provided by the MTA and the regional economy and concludes that “a well-funded public transportation system provides benefits both to travelers who use public transportation and drivers who are able to travel via bridges and tunnels and connected roadways that are not burdened by the millions of travelers each day who are not on those roads because of mass transit.” Id. at 2-3. In support of this conclusion, Professor Moss cites, among other things, a 2012 MTA Report showing that a ten percent shift from transit to automobile would add 5,500 additional cars daily on bridges to Manhattan and that a similar shift in the “Brooklyn/Queens corridor” would result in “rush-hour congestion levels ... in both directions all day and night.” Id. at 43. The report also provides evidence that, historically, capital investments in the mass transit and commuter rail systems have benefited users of the TBTA bridges and tunnels by reducing congestion and providing more attractive transportation options to individuals who might otherwise choose to drive. Id. at 43-45.
Relevant to this analysis, Professor Moss also considers the impact that an environmental crisis may have on a transportation system and describes what Su-perstorm Sandy revealed about the complex relationship between various parts of New York’s transportation network. Id. at 57-70. Professor Ross’ report states that the interdependencies between New York’s mass transit services and its bridges and tunnels “were never more evident” than during the days following Su-perstorm Sandy. See Moss Report at 64-65. Professor Moss writes that “without the subways and commuter railroads operating normally, major arteries leading to Manhattan were jammed and city streets were in gridlock.” Id. Although public agencies were able to mitigate congestion by creating bus-only and high-occupancy vehicle lanes on several TBTA bridges, survey results nonetheless showed that commuting times by private car “nearly tripled.” Id. at 67-68. Professor Moss explains that this occurred because “[t]hose who tried to travel by ear encountered massive traffic jams because of increased traffic resulting from the many people who would normally travel on the subway or commuter rail systems instead travelling by car.” Id. at 69. Professor Moss further explains that “[t]he difficulties encountered by automobile travelers demonstrate how the automobile, commuter rail, and mass transit systems are functionally interdependent, and how events in one part of the system impact the other parts of the system.” Id.
Beyond the impact on traffic congestion and the relative use of specific facilities, the Moss Report also recounts how the TBTA tolls themselves motivate would-be motorists to elect other modes of transportation and thereby benefit the remaining toll-payers by reducing the number of automobiles at peak hours and by reducing auto emissions. Id. at 43-44. Professor Moss further notes that the region’s unified transportation system enables New York’s businesses to access more talented employees and more customers, permits industries to locate in close proximity, facilitates face-to-face meetings, overcomes geographic limitations, and increases productivity. Id. at 45-47. Professor Moss provides the following conclusion regarding the benefits provided to TBTA toll-payers receive from an integrated transportation system that includes not only bridges and tunnels, but also mass transit and commuter rail:
*557 The automobiles and trucks that pay the tolls to use TBTA facilities benefit by having decreased traffic congestion on the bridges and tunnels and by the increased accessibility for workers seeking to commute in and through the MTA region. Simply put, mass transit and commuter rail systems allow workers to get to places of employment across the region without adding to the traffic on the roads, bridges and tunnels. Without transit and commuter rail, the increased congestion would cause lost time, uncertainty of travel times, increased fuel costs, and stress, which could affect the quality of life of nearly every resident and business in the Downstate area.
Id. at 42 (citations and internal quotation marks omitted).
Defendants also submit a report from Kenneth A. Small, Ph.D., an economics professor at the University of California, Irvine. Herzog Decl. Ex. 6 (Expert Report of Kenneth A. Small (the “Small Report”)) at 1, ECF No. 50-6. Professor Small’s report was prepared as a response to the question of whether the tolls charged by the MTA and TBTA are commensurate with the economic benefits provided. See id. The report describes, among other things, how toll prices and the price of public transit affect the transportation decisions of individuals who have the option of commuting by car. See id. at 8-15. Specifically, Professor Small states that:
Raising bridge or tunnel tolls causes a small but measurable decrease in use of those bridges and tunnels. Some of this reduction represents diversion to un-priced crossings, which shifts congestion from the priced to the unpriced crossing; while some represents diversion to public transportation, which reduces the overall use of bridges and tunnels, thereby reducing congestion.
Id. at 13. Professor Small observes that without New York’s mass transit network, “the road facilities would be overwhelmed by demand far exceeding their capacities.” Id. at 20. The Small Report also addresses the impact of an integrated transportation system on the economic vitality of the New York metropolitan area. See id. at 20-21. Professor Small writes that “users of the bridges are receiving the benefits of the regional agglomeration in the New York region, made possible by the integrated transportation system that the bridges and tunnels are part of.” Id. Among the benefits of agglomeration he cites are “increased economic activity, including wage rates” and the “enormous cultural and other benefits available (and in some cases, only available) in the New York region.” Id.
Defendants also submit a report prepared the MTA and the TBTA in connection with proposed toll changes in October 2010, which states that “[g]iven the interdependence of the highway and transit networks, a decline in transit service quality can be expected to result in increased use of the already over-burdened highway network, without any practical means to provide additional road capacity.” Herzog Deck Ex. 9 (Report to Boards of MTA and TBTA) at MTATBTA-A 2889. The same report documented how the 2005 New York City transit strike resulted in other transportation providers having to make adjustments in services and noted the “interdependency between MTA transit and bridge & tunnel facilities.” Id. at MTATB-TA-A 2891-92. The report stated, “[i]n conclusion, the interdependency between MTA transit and bridge & tunnel facilities remains as vital as ever.” Id. at MTATB-TA-A 2893.
V. This Action
Angus Energy is a Florida corporation that provides professional services to busi
White Crane is a New York corporation, Compl. ¶ 6, and all officers and employees of White Crane are based in New York. Herzog Decl., Ex. 22 (Deposition Transcript of Edgar Kelen (“Kelen Tr.”)) at 5, 11-12, ECF No. 50-22. Edgar Kelen, President of White Crane, frequently uses TBTA crossings in traveling for work-related reasons “because these provide the most direct route to my destinations” and, on occasion, as a way to avoid traffic. Kelen Decl. ¶ 6, ECF No. 71; see also Kelen Tr. at 20-29, 89-90. White Crane bears Kelen’s work-related commuting costs. Kelen Decl. ¶ 7. When crossing TBTA bridges and tunnels for work, Kelen occasionally uses a “Fast Lane” transponder, an E-ZPass transponder purchased in Massachusetts, rather than an NYCSC E-ZPass transponder. Id. ¶¶ 8; see also Kelen Tr. 32, 83. Because Kelen paid TBTA tolls using a Fast Lane transponder, some of the TBTA tolls reimbursed by White Crane are not eligible for the discount available to customers of NYCSC E-ZPass. Kelen Decl. ¶ 8; see also Herzog Decl. Ex. 5 (Crossing Charges).
DISCUSSION
I. Legal Standard
In ruling on a motion for summary judgment, all evidence must be viewed in the light most favorable to the non-moving party, Overton v. N.Y. State Div. of Military & Naval Affairs,
“The same standard applies where, as here, the parties filed cross-motions for summary judgment.” Morales v. Quintel Entm’t Inc.,
Here, there are no genuine disputes of material fact; the parties only disagree about the application of the law to the facts. Def. Mem. 13, ECF No. 49; PI. Mem. 2, ECF No. 76.
II. The Right to Travel and the Dormant Commerce Clause
Plaintiffs allege that Defendants’ bridge and tunnel tolls violate two distinct provisions of the U.S. Constitution: the right to travel and the dormant Commerce Clause.
“Courts have long recognized that the Constitution protects a right to travel within the United States, including for purely intrastate travel.” Selevan v. New York Thruway Auth. (“Selevan II”),
“A state law implicates the right to travel when it actually deters such travel, when impeding travel is its primary objective, or when it uses any classification which serves to penalize the exercise of that right.” Atty. Gen. of New York v. Soto-Lopez,
The Commerce Clause provides Congress with the power “[t]o regulate Commerce ... among the several States.” U.S. Const., art. I, § 8, cl. 3. “The negative or dormant implication of the Commerce Clause prohibits state taxation or regulation that discriminates against or unduly burdens interstate commerce and thereby impedes free private trade in the national marketplace.” Gen. Motors Corp. v. Tracy,
A levy or toll is permissible—and not a violation of either the right to travel or the dormant Commerce Clause—if it “(1) is based on some fair approximation of use of the facilities, (2) is not excessive in relation to the benefits conferred, and (3) does not discriminate against interstate commerce.” Northwest Airlines,
A. Discrimination Against Interstate Commerce
“[A] state regulation ‘discriminates’ against interstate commerce only if it ‘impose[s] commercial barriers or dis-
Plaintiffs contend that Defendants’ policies discriminate against interstate commerce because the MTA and TBTA offer lower toll rates to motorists who use a NYCSC E-ZPass than to motorists who use non-NYCSC transponders, such as those purchased in other states.
Doran v. Massachusetts Turnpike Auth.,
Plaintiffs contend that Doran is inappo-site because they are not alleging that the MTA and TBTA’s discount policy discriminates based on residency, but rather that the pricing scheme involves “discrimination by a state actor between articles of commerce according to the state of origin,” i.e., the transponders and accounts that are linked to those transponders. PI. Reply Mem. 9 (emphasis in original); see also PI. Mem. 22. Plaintiffs ask the Court to review Defendants’ policy under case law prohibiting states from discriminating against articles of commerce coming from outside the state and argue that Defendants’ policy of charging higher rates when vehicles use an out-of-state transponder constitutes “per se discrimination.” PI. Mem. 22-23 (citing C & A Carbone,
Plaintiffs’ attempt to distinguish Doran is unpersuasive. In asking the Court to focus on the articles of commerce rather than the individuals or entities affected, Plaintiffs fail to satisfy their burden of identifying an in-state interest that is benefitted or an out-of-state competitor that is harmed. Selevan I,
To the extent that Plaintiffs argue that individuals or businesses with NYCSC transponders and accounts benefit relative to those lacking such articles, Plaintiffs’ position fails for the same reason articulated in Doran. Any person or business, regardless of residency, can obtain a NYCSC E-ZPass transponder and thereby receive discounted tolls on TBTA bridges and tunnels, and there is nothing in the record to suggest that motorists are prohibited from owning and using more than one transponder. See Herzog Decl. Ex. 5 (Crossing Charges). As in Doran, the evidence demonstrates that any burden associated with non-discounted tolls falls on in-state and out-of-state interests alike. Specifically, the record indicates that New York residents who pay in cash or via a non-NYCSC transponder pay precisely the same tolls as out-of-state motorists who pay in the same manner, whereas out-of-state motorists who pay the tolls via NYCSC E-ZPass receive the same discounts as New York residents. Indeed, evidence submitted by Plaintiffs essentially illustrates this point. Angus Energy, a Florida entity, paid discounted toll rates associated with an NYCSC E-ZPass, Bar-atz Decl. ¶¶ 3, 7-8, whereas White Crane, a New York entity, paid full-price tolls when its president, a New York resident, used a Massachusetts Fast Lane transponder. Kelen Decl. ¶¶2-8. Plaintiffs have failed to establish more than an incidental effect on interstate commerce.
Moreover, the MTA’s decision to implement differential toll rates is not evidence of a retaliatory or protectionist purpose. Contrary to Plaintiffs’ characterization, Abrams’ testimony demonstrates that the MTA implemented its differential toll discount policy to maintain consistency with other agencies with similar policies. Abrams Tr. 48-49. Defendants also submit evidence showing that the pricing policies generally serve to address traffic and congestion on the bridges and tunnels and target discounts to motorists based on anticipated frequency of use. Small Report
Lastly, Plaintiffs’ framing of the issue—that the E-ZPass transponder payment systems are articles of commerce analogous to the waste treatment services at issue in C & A Carbone,
Accordingly, because Defendants’ toll policies do not discriminate against interstate commerce, Defendants have cleared the first hurdle under Northwest Airlines.
B. Fair Approximation of Use and Excessiveness in Relation to the Benefits Conferred
Plaintiffs take issue with the MTA’s policy of allocating TBTA toll revenue surpluses to fund other programs and facilities operated by the MTA and its subsidiaries and affiliates. See PL Mem. 9-21. Plaintiffs offer essentially two reasons that tolls charged on the TBTA operated bridges and tunnels do not reflect a “fair estimation of the use of those facilities,” id. at 9-12. Plaintiffs argue that tolls paid by TBTA customers (1) are excessive in relation to the cost of maintaining the bridges and tunnels, as evidenced by approximately one billion dollars ■ in surplus revenue collected annually by the TBTA, and (2) are being used to subsidize MTA facilities and programs unrelated to the operation or maintenance of the TBTA bridges and tunnels. Id. at 9-12. Plaintiffs raise similar concerns in claiming that the tolls collected are “excessive in relation to the benefits conferred.” Id. at 12-21. Plaintiffs complain that surplus TBTA toll revenues are used to fund unrelated facilities and programs “cobbled together under MTA control,” which provide “no qualifying benefit on TBTA facilities users.” Id. at 17-21. Plaintiffs propose that the
1. Integrated Transportation System
Before reaching the fair approximation and excessiveness prongs under Noiihivest Airlines, the Court must first determine which MTA and TBTA facilities are properly within the scope of its analysis. “[I]f a bridge toll generates more revenue than necessary to provide a fair profit or rate of return, the toll may not be challenged successfully if it is used to support a single integrated transportation system in which the successful operation of the bridge is dependent in whole or part on the operation of the other related facilities.” See Molinari v. New York Triborough Bridge & Tunnel Auth.,
Plaintiffs maintain that the MTA and its subsidiaries and affiliates cannot be said to operate an integrated transportation system, PI. Mem. 12-17, and argue, in the alternative, that none of the non-TBTA facilities or programs operated by or affiliated with the MTA should be credited with conferring a benefit to TBTA toll-payers. See id. at 17-21. In support of their position, Plaintiffs cite extensive figures and data regarding the costs, routes, and ridership of the NYCTA, LIRR, and MNR, as well as several other MTA programs, including Arts for Transit, the Student Me-troCard program, MTA Bus, and the LIB. See Schnall Decl. Exs. E, Q-X, ECF Nos. 77-5, 77-17-77-24. Plaintiffs contend that these MTA facilities and programs, a “hodge-podge of roads and rails,” are too far removed from the services provided by the TBTA bridges and tunnels to be considered part of a single system. See PI. Mem. 12-17. Plaintiffs also proffer evidence that there are thousands of miles of roadways, bridges, and tunnels that are not operated by the MTA or TBTA in support of their position that no integrated transportation system exists. PI. Mem. 12-13; see also Schnall Decl. Exs. C-K.
Defendants reject Plaintiffs’ characterization of the MTA network as an assemblage of unrelated programs and facilities and urge the Court to conclude that the MTA and TBTA operate a functionally integrated transportation system. Def. Mem. 17-26; see also Janes,
Although Plaintiffs have shown that the MTA and its subsidiaries and affiliates operate a number of transportation services across a geographic region spanning the greater New York City metropolitan' area, they have failed to adduce any evidence on the specific question of whether Defendants’ transportation facilities are discrete services or whether the services function together to constitute an integrated transportation system. Nor does the fact that other entities also provide access to the City (e.g., the bridges and tunnels operated by the NYC Department of Transportation, the New York State Thruway Authority, and the New York Bridge Authority) support an inference that the MTA and TBTA do not operate an integrated system. Plaintiffs have not identified a single case in which a court required all means of transportation in a region to be exclusively operated by a single entity in order to establish the existence of an integrated transportation system. Indeed, in Auto. Club of New York, Inc. v. Port Auth. of New York & New Jersey,
2. Whether Tolls Charged Are Based on a Fair Approximation of Use
Having determined that Defendants operate an integrated transportation system, the Court must still address whether the amounts of the TBTA’s tolls fairly approximate the costs of use and are excessive compared to the benefits toll-payers receive. Under the first prong, states and localities are afforded some flexibility in setting rates “so long as the toll is based on some fair approximation of use or privilege for use.” Evansville,
“[T]he Northwest Airlines test permits the state to make ‘reasonable’ exceptions to its fee schedule, so long as the fee schedule, on the whole, reflects at least ‘a fair, [even] if imperfect, approximation of the use of facilities for whose benefit they are imposed.’ ” Selevan I,
In evaluating whether Defendants’ toll rates reflect a “fair approximation,” the Court may take into consideration costs associated with the facilities that functionally support the TBTA bridges and tunnels. See Bridgeport,
Plaintiffs observe that “[the] TBTA has annually collected over $1 billion in tolls from motorists in every year during the relevant period, [sic] and transferred approximately 60% of those funds-—hundreds of millions of dollars—as surplus revenues.” PI. Reply Mem. 6.
Accordingly, the fair approximation prong of the Northwest Airlines test is met.
3. Whether Tolls Charged Are Excessive Compared to the Benefits Toll-Payers Receive
Under the excessiveness prong, the tolls collected may not exceed
Plaintiffs contend that notwithstanding the existence of an integrated transit system the TBTA’s tolls are excessive because they go to fund certain MTA facilities and programs, namely Arts for Transit, the Student MetroCard program, MTA Bus, and the LIB, which do not confer specific benefits to the payers of the TBTA tolls. See PI. Mem. 17-21 (citing Bridgeport,
Second, even if Plaintiffs could demonstrate that TBTA surpluses were used in the manner alleged, the TBTA’s use of the tolls for these purposes would only be invalid if those challenged facilities and programs did not functionally support the integrated transportation system upon which the TBTA bridges and tunnels depend. Because Defendants have demonstrated the existence of a functionally integrated transportation system, Plaintiffs’ particularized grievances as to Arts for
The degree of precision demanded by Plaintiffs is not what the law requires. See e.g., Cohen,
Plaintiffs also argue that it is unreasonable for TBTA toll-payers to bear the cost of reduced traffic when all drivers in the region, even those who do not use the bridges and tunnels, reap the benefits. A similar objection could be made with respect to the economic and cultural benefits, which benefit TBTA toll-payers and non-customers alike. However, the fact that some of the benefits that flow from the bridges and tunnels are available not only to TBTA customers but to all those who drive or access the City’s economic and cultural offerings is not itself evidence that TBTA members did not benefit reasonably from their use of the bridges and tunnels. The benefits that flow to non-customers do not diminish the benefits received by those who pay the TBTA tolls. See Janes,
Accordingly, the Court finds that Defendants’ toll policies satisfy the excessiveness prong of the Northwest Airlines test. Therefore, Defendants’ motion for summary judgment on the right to travel and dormant Commerce Clause claims is GRANTED.
III. State Claims
Plaintiffs assert related common-law claims under New York law for unjust enrichment and money had and received in connection with the allegedly unconstitutional tolls charged by Defendants. Under New York law, “[t]o prevail on a claim of unjust enrichment, a Plaintiff must establish (1) that the defendant benefitted; (2) at the Plaintiffs expense; and (3) that equity and good conscience require restitution.” Beth Israel Med. Ctr. v. Horizon Blue Cross & Blue Shield of New Jersey, Inc.,
Plaintiffs allege that Defendants “charged tolls, or caused the charging of tolls, to Plaintiffs ... in an amount that Defendants were not legally entitled to, and by doing so Defendants collected or received money belonging to Plaintiffs ... to which Defendants were not entitled.” Compl. ¶ 133. To establish a claim for either unjust enrichment or money had and received, Plaintiffs must show some underlying reason in equity or good conscience that Defendants are not entitled to the tolls charged. Plaintiffs did not address their state law claims in their opposition and reply papers. Because Plaintiffs have failed to establish that Defendants’ tolls were unconstitutional or unlawful, summary judgment for Defendants is appropriate. See Janes,
Accordingly, Defendants’ motion for summary judgment on Plaintiffs’ state law claims is GRANTED.
CONCLUSION
Defendants’ motion for summary judgment is GRANTED. Plaintiffs’ cross-motion is DENIED. The Clerk of Court is instructed terminate the motions at ECF Nos. 58 and 75 and close the case.
SO ORDERED.
Notes
. Although the case caption states that Plaintiffs bring this action "individually and on behalf of others similarly situated,” the representative plaintiffs have decided not to file a motion for class certification and pursue their claims only on their own behalf. Joint Status Letter at 2, ECF No. 44.
. More precisely, the NYCTA operates bus lines with its subsidiary, the Manhattan and Bronx Surface Transit Operating Authority.
. New York’s CBD is defined as Manhattan south of 60th Street. Herzog Decl. Ex. 9 (Report to Boards of MTA and TBTA) at MTATBTA-A 2887.
. Plaintiffs do not contend that the MTA and TBTA policies at issue warrant the application of strict scrutiny. See PL Mem. 6; PL Reply Mem. 2, ECF No. 87. To the extent the MTA and TBTA tolls implicate a possible violation of the right to travel, the tolls do not penalize that right and represent only a "minor restriction on travel." Selevan I,
. Where strict scrutiny is not warranted, the analysis for a right to travel and dormant Commerce Clause claim are identical. See Janes,
. Defendants contend that Plaintiffs waived this argument because it was raised for the first time in Plaintiffs' opposition to Defendants' motion for summary judgment. Def. Reply 19, 20, EOF No. 81. Defendants' contention is unavailing. As an initial matter, the memorandum in which Plaintiffs articulated this theory of discrimination was not merely their opposition; it was also Plaintiffs’ first memorandum in support of their motion for partial summary judgment. See PI. Mem. 1, 2. Moreover, Defendants were on notice that Plaintiffs were alleging that Defendants’ toll prices were discriminatory, Compl. ¶¶ 110, 115, and the complaint, initially filed as a class action complaint, also alleged differences between TBTA's base rates and the rates charged to NYCSC E-ZPass customers, see id. ¶¶ 95, 96, 113. Unlike the cases cited by Defendants, the claim here was first asserted in the complaint. The question of whether the discounts offered to NYCSC E-ZPass customers are discriminatory is properly before the Court.
. The incidental nature of any alleged harm to Plaintiffs is further evidenced by their testimony that Plaintiffs elected to pay the TBTA’s allegedly unconstitutional tolls out of convenience, despite being aware of free alternate routes. See Baratz Tr. at 50-52, 56-57; Kelen Tr. 20-29, 89-90.
. More concretely, the TBTA's toll revenues in 2011 were $1,516 billion on an operating budget of $512 million. Herzog Decl. Ex. 7 (Financial Statements as of„& for the Years Ended December 31, 2011 and 2010) at 10-12. Of that amount, approximately $940 million in TBTA surpluses went to support MTA mass transit and commuter railway services. See Herzog Decl. Ex. 8 (Feb. 6, 2012 Staff Summary) at V 1-V 10. In 2013, the TBTA operating budget was $586.5 million and approximately $936.8 million in TBTA surpluses went to support mass transit and commuter railway services. Herzog Decl. Ex. 1 (The MTA Network).