*1 to render agencies ... involving state of actions act, or to enforce this declaratory judgments [Sunshine] appropriate remedy other deemed or injunction the Com- 761(a)(4),(b) (jurisdiction court.”); 42 Pa.C.S. § Thus, “exclusive”). cases is such monwealth Court legislature not intended clearly Board of Claims was duties for adjudicating as a forum to serve Act. the Sunshine agencies under transferring this order I reverse the Accordingly, would the Common- Claims, remand to Board of to the case If, Act claim. of the Sunshine disposition Court wealth valid, held to be remand, contract were on Board of Claims to the transferred should then be of the claim breach. consideration 565 A.2d STORAGE, INC., Appellee, AND TRANSFER SHOVEL Liquor Pennsylvania SIMPSON, Comptroller, Control Hubert Budget Hershock, Secretary of Office Michael Board and Administration, Appellants, Liquor Intervenor. Control Pennsylvania. Supreme Court 7, 1989. Argued March 6, 1989. Decided Nov. *2 Cline, D. Harrisburg, Timothy Searchinger, H.
Andrew Counsel, Counsel, Phila- Office General Deputy General delphia, appellants. Merchant, Monroeville, for Shovel Transfer
William G. Inc. Storage, and Bd., Control Har- Skelly, Liquor Pennsylvania
Kenneth B. Mounus, Liquor Pennsylvania Control risburg, Eileen S. Bd., intervenor. LARSEN, FLAHERTY, C.J., NIX,
Before and jj. zappala papadakos, McDermott, OPINION NIX, Justice.* Chief appeal comes on from an order of
This case to us jurisdic overruling the preliminary Commonwealth Court to a Simpson and Hershock appellants tional objections Transfer Inc. Storage, review petition for Shovel relief. (“Shovel”), seeking declaratory injunctive parties following arose from factu dispute between Board presented al situation. issue (“Board”) has determine whether into” for of invok purpose has been “entered reasons we find ing jurisdiction.1 following For determination. to make such a empowered the Board is Li- learned Early Shovel (“PLCB”) for a looking Board new ware- quor Control area. Pittsburgh for its housing facility distribution *3 in utilizing the be interested PLCB would inquired whether facility recently acquired. that Shovel had Pittsburgh a the determined that it facility, of the PLCB Upon inspection to the and instructed Shovel contact would be suitable formation. Bureau to discuss contract Logistics PLCB’s then transfer The Executive Director recommended PLCB’s and the Board facility, to existing of the warehouse Shovel’s and relocate. this recommendation adopt voted to Administrator a furnished Shovel with PLCB’s Contract for the contained blanks fully negotiated President, Chairman, the PLCB signatures of Shovel’s Counsel, the State Comptroller, the PLCB PLCB Chief Administration, representa- and a Budget and for Secretary office. Attorney General’s tive all of neces- signed by the subsequently The contract was Budget the Sec- signators except Comptroller the and sary the signatures affix their because retary, who refused to * reassigned writer. This to this case statute, 4651-1, provides duty enabling that the 72 Pa.S. § 1. The against the Common- "shall to arbitrate claims Board be of arising into the Commonwealth....” wealth from contracts entered added.) (Emphasis product bidding process. was not the of the normal
contract companies, including from proposals then invited five PLCB Shovel, price another distributor at contracted with but the action brought than instant lower Shovel’s. Shovel comptroller compel the court to the before contract, or, Secretary alternatively, Budget and to their signa- the contract declared valid without have that a position is based on its contention tures.2 Shovel’s executed, fully appellants’ had been save for valid contract signatures. appel- The Commonwealth Court overruled it over this objections and found that had lants’ follow, disagree we For the reasons inquiry. Court, and direct the order reverse the Board Claims. proceed before parties its action in the lower court Shovel instituted mandamus, nature filing petition review relief. The seeking declaratory judgment injunctive as an at characterized this action Commonwealth Court appellants proper were by Shovel discern tempt and, so, compel if them to sign signatories Therefore, it. the Commonwealth Court determined claim, that the jurisdiction was not a contract the action had not invoked. Board of Claims been logical No reason position inherently This inconsistent. signatures from the separating exists signatures would immaterial be because absence have signatures contract is invalid. underlying their value must be deter- significance; no intrinsic sole effect on the contract. mined their *4 accepted theory The Commonwealth Court Shovel’s Shovel rather than contractual. statutory of the case as accepted by had the PLCB that the contract been argued granted as a requested relief to intervene “nom- 2. PLCB and was The respondent" action. PLCB contended that it was in the initial inal merely proceedings in but was nevertheless a stakeholder the Storage, Simpson, Inc. v. indispensable party. Shovel Transfer 129, (1987). PLCB has filed with this 112 Pa.Commw. arguments appellants’ related to PLCB’s support of a brief in the Court agency. independent as an status
239 appellants’ to enforce brought the action was Assuming it.3 approve arguendo duty to exists, it as a Shovel cannot use basis duty a such Shovel characterizing statutory. rights claim as this underlying from the contract. Conse- only derive asserts is to the enforce- objective true establish Shovel’s quently, a claim. contract, which is contract clearly of that ability for the of is a created statute body The Board Claims lodged and certain other claims of contractual arbitration 1937, of Act as amended the Commonwealth. against 1104, 2, 5, 1978, P.L. No. 260 72 Pa.S. 4651-1. October § § sovereign traditionally had Although suit, Board of from establishment the the immunity a immunity providing tribunal whose waived that against contract actions entertain specific duty Board of Claims gives The statute Commonwealth.4 against hear claims and determine “exclusive arising from contracts hereafter en- Commonwealth, the amount where tered into 72 or more.” Pa.S. amounts controversy $300.00 a added). arising A “claim from (emphasis ... 4651-4 § alleged over existence of the is often a dispute contract” from In order flowing it. liability as well as the contract particu- accept jurisdiction over for the Board Claims action, necessarily must determine as cause of it lar exist- there is valid contract predicate factual independent regard, the PLCB is an Shovel asserts that 3. policy supervi- autonomously agency operates and outside the seq. governor, Pa.S. 2-201 et § control of the sion and argues, thority therefore, Budget Secretary’s au- Act forecloses the that the Board. Shovel further with the actions to interfere authority only Comptroller given is maintains that the Board’s Thus appropriated to 72 Pa.S. 1501. approve § funds approval the instant contract that because Shovel contends beyond authority, Comptroller’s scope formation Comptroller. depend upon approval of the does not (1978) enjoy shall provides that the Commonwealth 1 Pa.C.S. 2310 § specifically immunity otherwise autho- sovereign and official unless authorizing an only specifically action statute rized statute. amended, 1937, as Oct. is the Act of for breach of contract claims 4651-1, setting creating the Board of Claims 72 Pa.S. § Larson, Ezy Pa. 627 n. jurisdiction. limited Parks forth its 9, n. 9 A.2d *5 240 any tribunal,5 Like the Board of
ence.
other
Claims has
implicit
to
occurs in a
right
every question
decide
of action
it has
v.
jurisdiction. Thompson
cause
over which
497,
(1938),
329
We have empowered to that the Board of Claims is to entertain mean against the irrespec- all contractual claims Commonwealth type sought tive of the of relief or fact that Board the relief may power grant of not have the Lines, Truck Inc. requested. XPress v. 399, 407-08, 1000, A.2d 469
Liquor Control (1983) specific performance or (monetary damages 1004 Larson, 615, 626-28, Pa. Ezy 499 454 sought); Parks 928, (1982) performance (specific sought); A.2d 934-35 Council, Department Inc. v. Medical Services Emergency 6-8, (1982) A.2d 208-09 Health, 499 Pa. of However, XPress, (specific performance sought). supra, question of whether jurisdiction we declined address of to determine encompasses ability of the Board Claims “entered into.” now direct whether a contract had been We question, our and we hold that precisely attention has to determine whether a the Board of Claims has “entered into” for Act. purposes contract been lies with the finding that Our supported the fact that otherwise Board of Claims is the fact of a be no forum available establish there would at the Commonwealth. Since com- against valid contract a claimant from assert- sovereign immunity mon barred law against upon based ing a claim Commonwealth test no other forum would be available to Pa. C.S. § if it did not fit within the validity alleged provided exempt immunity. exception statute the existence Thus, challenged time the Commonwealth any agencies, independent Board Claims is viewed as other Unlike Pennsylvania, judicial Foley tribunal. Brothers v. Pa. no the claimant would have underlying *6 creating the The statute legitimacy. to forum establish allowing as would thus be construed of Claims Board the if concedes only to the Commonwealth claimant sue find in the first instance. We contract existence a valid the defending construction. for such a limited no basis matter, this how- over jurisdiction Court’s not arise from ever, that its action does Shovel maintains Rather, that it seeks force the Shovel contends contract. duty either comply statutory with their appellants the contracts adopt PLCB to permit contracts or the the in If correct character- their Shovel is signatures. without question would no its claim there be izing statutory, as lies Commonwealth, De- County See Delaware e.g., Court. 165, 383 A.2d 34 Pa.Commw. Welfare, Public partment of However, right by source of the asserted the the statutory, is than cause contractual rather the forum is the proper in action sounds Board of Claims. turn validity may of a contract
The mere fact
statutory
create a
does not
upon
duty
issues of
Rather,
origin
is
upon
of action.
the focus
right
matter,
is
In the
Shovel’s objective
claimed.
instant
rights
relationship.
right
contractual
Shovel’s
to establish the
rights
from the
necessarily
derives
pursue
objective
by
alleged
not
obligations
created
or
appellants.
PLCB the
Shov-
violation
a statute
nature of a breach
contract
action thus assumes the
el’s
breach,
remedy
namely
traditional
for the
action which a
forum for this
sought.
proper
performance,
specific
As we
action, therefore,
is the Board of Claims.
type
XPress,
similar facts:
supra, upon
stated
executed
fully
no contract was
[Appellee] argues since
officials,
binding
no
designated
appropriate
all the
exists____
simply argues
The Commonwealth
it
binding
because
with XPress
that the contract
Comptroller or
Board’s
signed by the
was never
arguments
need not reach these
Executive Director. We
are
within the exclu-
they
properly
on the merits because
Claims, (citation omitted)
of the Board of
sive
Line,
243 The Court. and not before statutory a upon relied Authority Port River Delaware that agreed This Court existed. which it claimed obligation had raised issue been in a violation that instance in the Com- was properly and concluded that distinguishes Delaware The that Court. factor monwealth Authority Port this presently before River from the case dealing agency are with an instance we is that this Court Port Author- unlike Delaware River Commonwealth, ity in which Common- agency not an agency wealth.7 tribunal, Claims, necessity any Board of like other Rail- Pennsylvania own jurisdiction.
must determine its Commission, v. Public Utilities Pennsylvania road Co. other can A.2d 422 No tribunal Pa. adjudicate of its power intervene divest court regard is a decision this particular claim.8 forum’s law, it, too, and as such application of the correct matter brought Had case been appeal. will reviewed on this be power had the Board itself initially before if it found dismiss the case for want of In the dispute. contractual instant case was to make such an opportunity inquiry. the Board had no important of Delaware River Port to note the circumstances It (1985), Authority Thornburgh, arose from A.2d Authority Compact was Compact. The Delaware River Port the agreement Jersey New to effectuate entered into *8 Id., development River Port District. 508 Pa. of the Delaware the 1353, 15, 1, When enacted the General at n. 493 A.2d at n. 1. it was obligations given they if Assembly were the same effect as in Id., at imposed had been and authorized statute. inadequate remedy Damages a failure A.2d at 1354. were development obligations and reve- those because the economic fulfill Pennsylvania’s obligations were Id. If nues of two states involved. met, lodge Jersey justifiably could entire state of New were not however, Here, only complaint. contract binds legitimate only party complain about the agency and Shovel Transfer. comply is Shovel with the instant contract failure Commonwealth’s dealings any significant in party has interest Shovel’s No other itself. certainly does not the instant contract the Commonwealth. Thus with statutory obligation in River Port reached Delaware to the level of rise Authority, supra. n. See infra. reasons, the order of the Common- foregoing For the is remanded to the Court is reversed and the case wealth Board of Claims.
LARSEN, J., consideration or participate did not of this case. decision
FLAHERTY, J., dissenting opinion. files a ZAPPALA, J., dissenting opinion. files a ZAPPALA, Justice, dissenting. Appel-
I with the characterization of disagree majority’s enforceability as one to objective merely lee’s establish reason, I it and For that Appellant. of a contract between opinion granting would affirm Commonwealth Court’s Appellee denying Shovel and summary judgment favor and Hershock. judgment Appellants Simpson summary Inc. v. Storage, Simpson, Shovel Transfer (1987), Pa.Commw. determine, way preliminary objec- asked to
Court was tions, lay whether over this or with the Board of Commonwealth Court that the Court had Claims. It determined and Her- Appellants Simpson but instructed jurisdiction, or not their shock to answer on the issue whether needed to a valid contract. signatures were establish 10, 1988, filed the Com- opinion In a memorandum June signatures determined that the were not monwealth Court of a valid necessary for establishment Appellee in favor of Shovel. granted summary judgment taken to this Court. Appeal was states that “Commonwealth Court charac- majority to discern attempt by terized this action as an to the Appellants proper signatories were so, Therefore, it. and, compel them to determined that the action was not a Commonwealth Court claim, and that the of the Board Opinion at 3. The Majority Claims had been invoked.” is to objective that the “true establish majority opines *9 clearly a contract of that enforceability claim.” of The issue formation disagree
I this statement. of with of of the Board is not within the jurisdiction a contract rather, by the Common- must be determined Claims but 4651-1, statute, enabling The 72 Pa.S. Court. wealth § of Board of Claims “shall be that the provides duty arising from claims the Commonwealth against be arbitrate The into the Commonwealth ...” entered contracts the Board of Claims can ever issue is dispositive of the prerequisite juris- determine its when is that a contract between of the Board Claims diction be entered into. party and another that authority indicates language statutory plain a contract has been entered is a of whether question there into, no jurisdiction. has the Board Pennsyl- Commonwealth Keenheel opinion in
Our Commission, vania, Pennsylvania Securities case, In that supports interpretation. A.2d a contract. seeking Keenheel to rescind Appellant not claim of “does concurrence, I noted that a recission my contract; a declaration that the it seeks seek to enforce Id., at p. Pa. at 565 A.2d of no effect.” contract is if the concurring. I further reasoned that J. Zappala, that recission was Court determined Commonwealth the jurisdiction a claim within inappropriate remedy, contract, may exist. enforceability as to the reasons, agree I For with these wheth- to determine determination Court’s into lies entered with or not a contract has been er affirm I would court, the Board Claims. Court, that a valid and its declaration of that judgment existed, notwithstanding Appel- the absence of signatures. lants’ Justice, dissenting.
FLAHERTY, is that the Common- of this case fundamental law to a absent wealth, party like any *10 restriction, condition the formation of may its contracts any legal manner it chooses. Here it chose to condition the formation of a contract on the approval of third parties. perfectly permissible, and, This is in the case of state agencies contracts, entering multi-million dollar obviously Contracts, Corbin, and See prudent desireable.1 61§ background dispute 1.- The of this is that Shovel has been involved in arrangements warehousing various contractual distribution of thirty years. with PLCB for the and liquor approximately in southwestern for providing In 1985 Shovel was these services at a location Pittsburgh, outside of PLCB use in indicated that but Shovel located a warehouse suitable for Pittsburgh and notified the PLCB. When the PLCB warehouse, Pittsburgh was it interested in the Mr. agreement purchase Shovel and his wife entered facility. facility, into sales to Thereafter, Pittsburgh members of the PLCB visited the subsequently approved the board the relocation of its Pittsburgh southwest distribution center to the new location. On October 1986 the PLCB sent a draft contract to Shovel. However, comptroller when the board’s reviewed the he questions propriety awarding raised about the the contract without PLCB, nonetheless, bids. The sent the contract to Shovel for execu- tion, indicating that he should return the contract for “Board and agency approval’s other The PLCB Chairman and Chief Coun- [sic].” sel then executed the contract and then submitted the contract to the comptroller approval. Comptroller PLCB for his returned the clarification, request citing Management contract with a for Directive 215.1, Services, Contracting require 250.3 and Manual justification of the award of a sole source contract. The PLCB responded they anticipated saving by moving Pittsburgh. a cost to matter, correspondence When further failed to resolve the the PLCB Budget meetings, Budget met with the Secretary Office. As a result of these justify also determined that the PLCB had failed to award of this sole source contract: discussions, prior very easily As I have indicated in our the LCB have, have, certainly could and most should at least issued a (“RFP”) Request Proposals prior negotiating a contract with Shovel____ Furthermore, certainly provided the Board should have justification approval written sole source and received from the Comptroller awarding any before contract to Shovel. accepted procedures, prior The failure of the Board to follow these negotiating executing during the contract with Shovel practice final months of is a which this Administration cannot Accordingly, Comptroller willing condone. sign neither I nor the are contract. Comptroller Budget Secretary The contract which the had refused following signature page: contained therefore, Now, parties intending legally hereby, to be bound day November, have set forth their hands and seals this 10th conditioning from the PLCB prevents No statute that were approvals the occurrence upon in this case. involved in contract and it that the case sounds
Once is determined Claims, the filed before the Board of have been should clear, fact, as, stated the case is outcome of Court: before prevail that Shovel cannot We are well satisfied on its purports on contract which of Claims the Board affixed not been require signatures which have face thereto. *11 Simpson, Inc. v. Storage,
Shovel Transfer 251, 133-34, If Shovel 129, 535 A.2d Cmwlth. Claims, surely as it the Board of prevail cannot before acknowledges, I cannot, Court and as even Commonwealth as of law and avoid matter here a matter would decide the to the Board remanding exercise of unnecessary determination. entry for the of an obvious Secretary Budget Comptroller re- Presumably and the because the Shovel, on the PLCB December the contract fused Pittsburgh request proposals unanimously to issue voted participate, PLCB facility. and the Shovel was invited distribution Commodities Dis- contractors. General proposals from five received (GENCO) proposal tributing $3.5 Company submitted April original and on million less than approved which was GENCO executed a contract PLCB and Budget Secretary. Comptroller and the It a poor judicial reflection on efficiency when a dis- appointed up state contractor is able to tie appellate two courts and an unnecessary force remand by raising the red herring requirements not which do exist. We not may be able to prevent plaintiffs from distorting the claims, nature of their even outrageously, but should we be hesitant cut these distortions short order to prevent an greater even waste of our resources. Pennsylvania, Appellee,
COMMONWEALTH of HITCHCOCK, Appellant. Daniel Nelson Supreme Pennsylvania. Court
Argued March 1989.
Decided Nov.