Lead Opinion
This is a direct appeal from an order of the Commonwealth Court sustaining the preliminary objections of the Governor of Pennsylvania and the Philadelphia Parking Authority to a complaint filed by the City of Philadelphia and its mayor, challenging the legality of certain amendments to Pennsylvania’s Parking Authority Law. The principal question presented is whether the General Assembly had the authority to enact provisions which, among other things, transferred control of the parking authority from the Mayor of Philadelphia to the-Commonwealth.
I.
As early as 1947, the post-War pattern of suburban growth, combined with large numbers of individuals commuting via private automobile to workplaces inside cities, had generated the need for an increase in the availability of off-street parking in urban areas throughout the Commonwealth. The Legislature, aware of this problem, considered it a matter of statewide concern, finding that it impacted upon persons residing both inside and outside of the affected cities.
The facts underlying the present dispute are as follows.
As amended in 1982, the Parking Authority Law authorized cities to delegate to their parking authorities responsibility for certain on-street parking functions, some of which are revenue-producing (e.g, issuing parking tickets and collecting money from parking meters). Such revenues from on-street functions were required by statute to be distributed back to the municipality as provided by ordinance or resolution. Thus, in 1983, the City passed an ordinance giving the Parking Authority responsibility for much of the City’s on-street parking services, which had previously been handled by multiple departments of the City.
Throughout its existence, the Parking Authority has issued numerous tax-exempt long-term municipal bonds (some of which are still outstanding) to finance parking-related development projects within the City and at the Airport. Some of these bond issues subsume parking service contracts between the City and the Parking Authority which require the City to guarantee the debt servicing of the bonds in the event that the Parking Authority defaults. At the time these contracts were executed, the Parking Authority Law effectively placed the City in a position to control some of the factors which affected its risk, including the composition of the Parking Authority’s governing board.
Pursuant to Section 8 of the Parking Authority Law, 43 P.S. § 348 (superseded), the Parking Authority was, until recently, controlled by a five-member governing board appointed by the Mayor of Philadelphia (the “Mayor”).- On June 19, 2001, however, then-Governor Ridge signed into law Act 22 of 2001 (“Act 22”).
During its fiscal year beginning in 2001, the authority shall transfer to the general fund of a school district of the first class coterminous with the parent municipality that portion of its retained earnings, not to exceed $45,000,000, which will not jeopardize the authority’s ability to meet debt service payments or to retire outstanding bonds. In subsequent years the board shall transfer the maximum amount it deems available for such purpose.
53 Pa.C.S. § 5508.1(q).
Consistent with these statutory amendments, the Governor added six members to the existing five-member board. The City
The amended complaint, filed by the City and Mayor Street (collectively, “Appellants”), includes nine counts, alleging that: the Act 22 amendments impermissibly and unconstitutionally infringe upon Philadelphia’s home rule charter and corresponding ordinances;
An en banc panel of the Commonwealth Court granted Appellees’ preliminary objections and dismissed the complaint.
Turning to the merits of the individual counts, the Commonwealth Court indicated that the Home Rule doctrine—which allows for autonomous self-governance relative to municipal affairs—does not apply with respect to the Parking Authority, because the Parking Authority is not an agency of a municipal government, but rather, is an agent of the Commonwealth. See id. at 1223 (citing Herriman v. Carducci,
Regarding the constitutional challenges, the Commonwealth Court first explained that there were no specific allegations as to how any of the City’s contractual obligations were altered by the amendments, and moreover, there was no contention that the Mayor, the remaining plaintiff in the case, had entered into contracts with the Authority. The court also noted that the original legislation created no contractual right to the manner of selection of members of the Parking Authority’s board. As to the special legislation claim, the Commonwealth Court observed that the Philadelphia School District is the only such entity in the Commonwealth that lacks the authority to directly levy taxes, and thus, the legislation bears a reasonable relation to the purpose of ensuring adequate funding for the district. Addressing the claim that the amendments delegate municipal functions to a special commission, the Commonwealth Court explained that the Parking Authority is not a special commission, but is instead a “public body corporate and politic, exercising public powers of the Commonwealth as an agency of the Commonwealth.” See 53 Pa.C.S. § 5505(a)(1); see also Johnson v. Pennsylvania Hous. Fin. Agency,
Judge Smith-Ribner, joined by President Judge Collins, filed a dissenting opinion, expressing her view that the City had standing, and that the case should not have been dismissed under the standard governing preliminary objections. See City of Phila.,
II.
Initially, the parties have briefed the issue of whether the Commonwealth Court properly dismissed the City from the case for lack of standing. A party has standing to bring a cause of action if it is “aggrieved” by the actions complained of, that is, if its interest in the outcome of the litigation is substantial, direct, and immediate. See In re Hickson,
A. Home rule
In Count I of the amended complaint, Appellants aver that Act 22 violates the City’s home-rule rights under Article IX, Section 2 of the Pennsylvania Constitution, the First Class City Home Rule Act, and the Philadelphia Home Rule Charter. They argue that regulation of City parking is an inherently local function that does not affect any state-wide interest, and that, in dismissing this count, the Commonwealth Court overlooked that the General Assembly may not interfere with a home-rule municipality’s governance of such activities. They also state that the ordinances by which the City created and expanded the Parking Authority provide for continued City control over the authority through mayoral appointment powers, and that the agreement of cooperation between the City and the Parking Authority delegates to the Parking Authority specific responsibilities pertaining solely to on- and off-street parking. They submit that Act 22 is inconsistent with this scheme as it eliminates the Mayor’s powers and expands the Parking Authority’s duties to include financing the City’s public schools. Appellees respond that the home rule doctrine is inapplicable to this case because the Parking Authority, from its inception, has been an agency of the Commonwealth and not of the City. They submit that the Legislature was therefore free to modify the structure and mandate of the Parking
Municipalities are creatures of the state and have no inherent powers of their own, see Naylor v. Township of Hellam,
The Pennsylvania Constitution guarantees the right of home rule. See Pa. Const, art. IX, § 2.
A threshold question in determining whether the present claim is legally
. Because Herriman is plainly germane here, it merits substantive examination. In that matter, Mr. Herriman had been appointed to succeed Mr. Carducci as a member of the Redevelopment Authority of the City of Williamsport. This appointment was made in accordance with Section 5 of the Urban Redevelopment Law,
the appointment of a member to the Redevelopment Authority does not concern “the internal affairs” of the city of Williamsport. The Urban Redevelopment Law § 4, explicitly states that an authority, once created, “shall in no way be deemed to be an instrumentality of such city,” and is in no way “engaged in the performance of a municipal function.” 35 P.S. § 1704. An authority under the Urban Redevelopment Law is an agent of the Commonwealth and not of the local government body. Id. § 1709. As can be seen, the legislature in no uncertain terms has made it clear that a redevelopment authority is a completely separate entity from the city. The fact that the mayor of the city is authorized to make the appointment of its members does not make an appointment a matter concerning the internal affairs of the city.
Id. at 363,
There is an obvious analogy between the situation presently under review and the one in Herriman. Here, as in Hem-man, the home rule enabling statute indicates that it is intended only for the City’s control of its internal affairs. See, e.g., 53 P.S. §§ 13101 (granting general legislative and administrative powers in relation to “municipal functions”), 13133 (precluding the City from exercising any authority beyond its limits or from engaging in any proprietary or private business). Additionally, just as redevelopment authorities created under the Urban Redevelopment Law are not city instrumentalities, likewise, any parking authority created pursuant to the Parking Authority Law is declared to be a “body corporate and politic, exercising public powers of the Commonwealth as an agency thereof, and ... shall in no way be deemed to be an instrumentality of the city[.]” 53 P.S. § 345(a). Thus, it would seem that, just as the Third Class City Charter Law’s general grant of home rule governance did not subsume appointment powers relative to redevelopment authorities, so the Home Rule Act’s general grant of home rule powers does not subsume appointment powers relative to parking authorities.
Notwithstanding these parallel factors, the City points out that, unlike the Urban Redevelopment Law, the Parking Authority Law specifically authorizes municipalities to delegate municipal functions to the authority created. In particular, Section 5(a) of the Parking Authority Law states, in relevant part:
The Authority, incorporated under this act, shall constitute a public body corporate and politic, exercising public powers of the Commonwealth as an agency thereof, and shall be known as the Parking Authority of the city, borough, or township of the first class, but shall in no way be deemed to be an instrumentality of the city, borough, or township of the first class or engage in the performance of a municipal function, except such functions as are delegated to it by municipal ordinance or resolution passed pursuant to this act.
53 P.S. § 345(a) (emphasis added) (recodified as amended at 53 Pa.C.S. § 5505(a)). The City argues that this is precisely what it has done, namely, that it has, by ordinance, delegated to the Parking Authority the responsibility to carry out parking regulation, a matter which this Court has deemed to be an essentially municipal function. See School Dist. of Phila. v. Zoning Bd. of Adjustment,
This argument assumes that the City’s home-rule authority to legislate relative to municipal functions implies that, whenever it delegates some of those functions to a separate entity, the City is legally entitled to remain in control of that entity regardless of its nature. We are not convinced, however, that this is true. In the first place, the Parking Authority is not a department of the City, but, as noted, is an agency of the Commonwealth which is created pursuant to an enabling statute separate from the Home Rule Act, see 53 P.S. §§ 344(a) (relating to method of incorporation) (recodified as amended at 53 Pa.C.S. § 5504(a)), and which receives delegation of municipal functions pursuant to the same non-home-rule legislation, see 53 P.S. § 345(a) (relating to purposes and powers)
Unlike municipal corporations that have “governmental” and “proprietary” functions, authorities engage only in the latter____ Generally, authorities are established for the purpose of financing and managing various revenue producing projects of a public nature or other activities that are not considered to be part of core governmental activities; they are a governmental business venture, a form of quasi-privatization.
SEPTA v. Union Switch & Signal,
Even if appointment powers relative to the Parking Authority did fall within the scope of the general home rule powers granted by the Home Rule Act when it was enacted, it does not follow that the Legislature could not remove such powers at a later date. That body retains express constitutional authority to limit the scope of any municipality’s home rule governance, see supra note 11; Ortiz v. Commonwealth,
B. Statutory pledge
In Counts II-V of the amended complaint, Appellants assert that, in enacting Act 22, the General Assembly violated a binding statutory pledge contained in Sections 12 and 13 of the Parking Authority Law. According to Appellants, the Legislature pledged to deny parking authorities the power to harm the security of bondholders, see 53 P.S. § 352 (recodified as amended at 53 Pa.C.S. § 5512), and also promised, not to alter the rights of parking authorities until all of its outstanding bonds were retired, see 53 P.S. § 353 (recodified as amended at 53 Pa.C.S. § 5513).
Appellees counter that Appellants lack standing to raise this issue, as neither the Mayor nor the City claims to be a bondholder. They also aver that, even if standing exists, no relief is due because no
As to standing, we agree with Appellees that the Mayor has not identified any discernible interest that could be affected by the alleged harms reflected in these counts, as he does not claim to be a bondholder or specify any manner in which the powers or obligations of his office have been altered. Therefore, he lacks standing to raise Counts II-V of the amended complaint. The City, however, asserts that it is the guarantor of the Parking Authority’s bonds and, as such, is subject to an augmented financial risk due to the latter’s mandate to transfer substantial funds to the Philadelphia School District. We find this interest sufficient to confer standing upon the City relative to these counts of the complaint.
Nevertheless, the allegations contained in these counts are insufficient for relief. The only portion of Section 12 of the Parking Authority Law that the City contends is relevant to these claims is that which states that the Authority “shall not be authorized to do anything which will impair the security of the holders of the obligations of the Authority, or violate any agreements with them or for their benefits [sic].” 53 P.S. § 352; see supra note 16. While this provision articulates a restriction on the Parking Authority’s powers as they existed under the prior version of the statute, it does not constitute. a pledge on the part of the Legislature never to alter those powers in the future. See generally In re Marshall, 36
Even if it were deemed to constitute a pledge, Act 22 does not violate it, as the act places bondholders’ interests above those of the Philadelphia School District. As recited above, the relevant provision of Act 22 prohibits an initial transfer of funds to the extent such action could “jeopardize the authority’s ability to meet debt service payments or to retire outstanding bonds.” 53 Pa.C.S. § 5508.1(q). The next sentence in that subsection indicates that fund transfers in subsequent years may only occur to the degree that the Parking Authority deems the money “available” for use by the school district. See id. In light of the preceding sentence, it is evident that the Legislature did not intend for the Parking Authority to consider any monies available for transfer which are needed to meet the authority’s outstanding obligations. See O’Rourke v. Commonwealth,
Finally, the City’s contention that it was induced to create the Parking Authority and enter into various contracts with that entity in reliance upon the prior state of legislative affairs does not state a claim under the Contract Clause (or any other constitutional prohibition), as it does not rest upon an allegation that the obligations of a contract have been impaired.
C. Other claims
In Counts VI-IX of the amended complaint, Appellants raised constitutional challenges to Act 22 relating to impermissible special legislation, see Pa. Const, art. Ill, § 32, lack of publication in the affected locality, see Pa. Const, art. Ill, § 7, improper delegation, see Pa. Const, art. Ill, § 31, and violation of the single subject rule, see Pa. Const, art. Ill, § 3. Appellants did not state these issues in their list of questions presented on appeal, nor have they discussed them in the body of their brief or included them in their prayer for relief. Hence, these claims are abandoned.
III.
Having found that the Commonwealth Court acted properly in sustaining Appellees’ demurrer as to Counts I-V of the amended complaint, and that Appellants have abandoned the remainder of their claims, we affirm the order of the Commonwealth Court dismissing the amended complaint.
Notes
. The Legislature's declaration of policy reflects its findings, inter alia:
(b) That the free circulation of traffic of all kinds through the streets of cities of the first, second, second A and third classes, boroughs, and townships of the first class is necessary to the health, safety and general welfare of the public whether residing in the [affected city or township], or traveling to, through or from [it];
(c) That the greatly increased use by the public of motor vehicles of all kinds has caused serious traffic congestion on the streets of [these municipalities];
(d) That the parking or standing of motor vehicles of all kinds on the streets has contributed to this congestion to such an extent as to interfere seriously with the primary use of such streets for the movement of traffic; [and]
(e) That such parking or standing prevents the free circulation of traffic in, through, and from [such municipalities], impedes rapid and effective fighting of fires and the disposition of police forces ... and endangers the health, safety and welfare of the general public[.]
53 P.S. § 342 (recodified as amended at 53 Pa.C.S. § 5502).
. Act of June 5, 1947, P.L. 458 (as amended, 53 P.S. §§ 341-356) (repealed and recodified as amended at 53 Pa.C.S. §§ 5501-5517).
. As this is an appeal from the sustaining of preliminary objections, we must accept as true all well-pled material facts set forth in the complaint, see Graham v. Today’s Spirit,
. These activities—which include installing and maintaining parking meters, promulgating on-street parking regulations, installing signage, issuing parking permits, collecting parking meter receipts and fines, issuing parking tickets, and booting and towing illegally parked vehicles—had previously been carried out separately by, inter alia, the City’s Streets Department, Police Department, Department of Licenses and Inspection, and Revenue Department.
. Act of June 19, 2001, P.L. 287, No. 22.
. The original members of the board appointed by the Mayor continue to serve out their terms, but no new members may be appointed by the Mayor. Meanwhile, the number of board members is immediately increased to eleven, with the six new members appointed by the Governor. All of the gubernatorial appointees must be residents of the City; two are appointed upon the Governor's own discretion, two are selected by the Governor from a list prepared by the President pro tempore of the Senate, and two are similarly selected from a list prepared by the Speaker of the House. See 53 Pa.C.S. § 5508.1(d-f). The five original positions are then phased out as the mayoral appointees’ terms expire, and the board is ultimately left with the six gubernatorial appointees. See 53 Pa.C.S. § 5508.1(a-j). Thus, although the transfer occurs in stages, the Governor is given immediate appointment authority over a majority of board positions.
. The Commonwealth Court concluded that the Governor was not, in fact, an indispensable party, and moreover, that the Parking Authority was a local agency for jurisdictional purposes. Rather than re-transfer the case to the common pleas tribunal, however, the Commonwealth Court dismissed the complaint so that the parties could appeal the jurisdictional question to this Court.
. The Commonwealth Court’s dismissal order was summarily reversed by per curiam order, and hence, there was no majority holding setting forth the basis for this Court's determination that original jurisdiction properly lay in the Commonwealth Court.- See id.
. Philadelphia adopted its home rule charter under the terms of the First Class City Home Rule Act on April 17, 1951; it went into effect on January 7, 1952. The charter is codified at 351 Pa.Code §§ 1.1-100-12.12-503.
.
. That provision states:
Municipalities shall have the right and power to frame and adopt home rule charters. Adoption, amendment or repeal of a home rule charter shall be by referendum. The General Assembly shall provide the procedure by which a home rule charter may be framed and its adoption, amendment or repeal presented to the electors. If the General Assembly does not so provide, a home rule charter or a procedure for framing and presenting a home rule charter may be presented to the electors by initiative or by the governing body of the municipality. A municipality which has a home rule charter may exercise any power or perform any function not denied by this Constitution, by its home rule charter or by the General Assembly at any time.
Pa. Const, art. IX, § 2. The above provision was placed into the Constitution in 1968; its predecessor, the former Article XV, Section 1, was adopted in 1922, and was substantively similar, as it stated that “[c]ities ... may be given [by the Legislature] the right and power to frame and adopt their own charters and to exercise the powers and authority of local self-government, subject, however, to such restrictions, limitations, and regulations, as may be imposed by the Legislature.”
. Act of April 21, 1949, P.L. 665 (as amended, 53 P.S. §§ 13101-13157).
. Act of May 24, 1945, P.L. 991 (as amended, 35 P.S. §§ 1701-1719.2).
. Act of July 15, 1957, P.L. 901 (as amended, 53 P.S. §§ 41101— 41625).
. This highlights an important difference between the present circumstances and those involved in School Dist. of Phila., on which Appellants heavily rely. In that case, the issue was whether the City could enforce its zoning code vis-á-vis public school buildings, notwithstanding that the Home Rule Act precludes the City from regulating public education. The Court held that it could, reasoning, inter alia, that enforcement of parking-related zoning requirements serves the City's interest in reducing congestion and does not constitute the regulation of public education. School Dist. of Phila.,
. Sections 12 and 13, which were reenacted substantially unmodified under Act 22, provide, respectively:
The use of the facilities of the Authority and the operation of its business shall be subject to the rules and regulations from time to time adopted by the Authority; Provided, however, That the Authority shall not be authorized to do anything which will impair the security of the holders of the obligations of the Authority, or violate any agreements with them or for their benefits [sic],
53 P.S. § 352.
The Commonwealth does hereby pledge to and agree with any person, firm or corporation, or Federal agency subscribing to, or acquiring the bonds to be issued by the Authority for the construction, extension, improvement, or enlargement of any project or part thereof, that the Commonwealth will not limit or alter the rights hereby vested in the Authority until all bonds at any time issued, together with the interest thereon, are fully met and discharged....
53 P.S. § 353.
. U.S. Const, art. 1, § 10, cl. 1 (prohibiting the states from passing laws impairing the obligations of contracts).
. By the same token, if federal law requires certain earnings to be designated for airport use, as Appellants contend, the Parking Authority cannot, consistent with legislative intent, consider such monies available for transfer to the school district, as this would lead to an unreasonable result. See 1 Pa.C.S. § 1922(1).
. Appellants’ argument on this point lacks citation to legal authority apart from a brief discussion of United States Trust Co. In that matter, however, the disputed legislation was not susceptible of an interpretation that would protect the interests of the pledge’s beneficiaries, i.e., the bondholders. In particular. New Jersey and New York made a statutory covenant with the Port Authority’s prospective creditors that none of the funds reserved to secure repayment of the loans would be used to subsidize rail passenger service. Twelve years later, the two states repealed the covenant retroactively, and allowed the reserve funds to be used for that purpose, thus "totally eliminating an important security provision” of the outstanding bond issues. United States Trust Co.,
. The text of the state and federal contract clauses is substantively identical. In their brief, Appellants neither cite to the stale provision nor suggest that it should be interpreted to provide greater protection than its federal counterpart. See generally Commonwealth v. Edmunds,
Concurrence Opinion
concurring.
I agree with the majority that the Commonwealth Court properly dismissed Appellants’ amended complaint. Notably, however, the majority cites to Ortiz v. Commonwealth,