Texas Judiciary Online - HTML Opinion

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Affirmed and Opinion filed July 31, = 2007.

In The

Fourteenth=20 Court of Appeals

____________

NO. 14-07-00084-CV

____________

THE CITY OF=20 HOUSTON, = Appellant

V.

CLEAR=20 CHANNEL OUTDOOR, INC., = Appellee

On Appeal from the = 334^th District Court

Harris County, = Texas

Trial Court Cause = No. 2002-48557

O P I N I=20 O N

Appellant,=20 the City of Houston, filed a plea to the jurisdiction asserting = that a=20 contract to purchase a billboard from appellee Clear Channel = Outdoor, Inc.=20 (AClear=20 Channel@) was not=20 properly executed because it was not signed by the mayor and the=20 controller as required by the Houston City Charter. Thus, = the City=20 argues, the contract does not fall within the limited waiver of=20 governmental immunity for breach-of-contract claims as set forth = in=20 section 271.152 of the Texas Local Government Code. See = Tex. Loc. = Gov=3Dt=20 Code Ann. = ' = 271.152=20 (Vernon 2005). The trial court denied the plea, and we = affirm=20 the trial court=3Ds=20 ruling.

I. =20 Factual and Procedural Background

In 2002,=20 the City was engaged in a street repair project. In = connection with=20 this project, Clear Channel received a letter dated January 8, = 2002 from=20 the engineering firm of Lockwood, Andrews & Newman, Inc. = (ALAN@) on the=20 City=3Ds=20 behalf. The letter, which bears the heading ACONSULTANT=20 TO THE CITY OF HOUSTON,@ = provides=20 in pertinent part:

The City of Houston = Department of Public Works and Engineering, Real Estate Branch has = been=20 authorized by the proper authorities to acquire the = above[-]captioned=20 easement which is needed by the City for the ELLA BOULEVARD = RECONSTRUCTION=20 PROJECT ALONG WHEATLEY (from Pinemont to West Little York). =20

Attached are the = original and=20 two (2) copies of the City of Houston Easement Purchase=20 Agreement . . . . This is an offer to purchase = the=20 double[-]faced 6' X 12' billboard sign that you own which is = located on=20 the subject property. The sign must be acquired for = construction=20 purposes. As shown on this agreement, the City=3Ds offer is in the = amount of=20 $21,600.00. This offer, of course, is being made subject to = City=20 Council approval. . . . This office will enter = into=20 negotiations and will make a separate offer to the fee owners; = however,=20 the offer to you is contingent upon our successfully negotiating = with the=20 fee owners.^{^[1]} =20 In the event negotiations are unsuccessful in acquiring from both = the=20 owner and the lessee, then it may be necessary to acquire this = parcel=20 through eminent domain proceedings.

Also=20 attached is a copy of the appraisal=20 report . . . obtained by the City for this=20 parcel. This information is provided to you in accordance = with=20 Chapter 21, Subchapter B, Section 21.0111 of the Property=20 Code.

Enclosed=20 with the letter was a document entitled, ACity of=20 Houston Easement Purchase Agreement@ = (APurchase=20 Agreement@)=20 providing that, AFOR THE=20 CONSIDERATION OF $21,600.00 SUBJECT TO CITY COUNCIL APPROVAL, = GRANTOR=20 HEREIN AGREES TO CONVEY THE BILLBOARD DESCRIBED BELOW TO THE CITY = OF=20 HOUSTON.@ The=20 agreement was signed by Marty Kobs, an employee of LAN. On January = 9,=20 2002, Michelle Costa, president of Clear Channel=3Ds Houston=20 Division, signed and returned the Purchase Agreement.

On April=20 10, 2002, Mayor Lee Brown presided over a Houston City Council = meeting at=20 which the Council considered Motion 2002-0445 (Athe=20 Motion@),=20 recommending that the City be authorized to condemn the property,=20 including the billboard. The Motion provided, in pertinent=20 part:

RECOMMENDATION: = (Summary)

Authority be given = through=20 Council Motion to CONDEMN Parcel A99-105

Amount and Source = of=20 Funding: To be determined by = CONDEMNATION proceedings Street & Bridge Consolidated = Construction=20 Fund 437, Covered under Blanket Appropriation Ordinance 2001-553=20 [signature illegible]

SPECIFIC=20 EXPLANATION:

The ELLA BOULEVARD = (WHEATLEY)=20 PAVING PROJECT (from Pinemont to West Little York) provides for=20 right-of-way acquisition, engineering, and construction of two = 24-foot=20 wide concrete roads with esplanade, curbs, sidewalks, and = necessary=20 underground utilities. These improvements will upgrade the = existing=20 roadway to major thoroughfare standards and improve traffic=20 flow/circulation and drainage in the service area. This = transaction=20 involves the right-of-way acquisition of a rectangular tract of = land=20 located along the east line of Wheatley Street, being = approximately 72=20 feet in length, and approximately 42 feet in width, located at the = northeast corner of Wheatley Street and Homer Street.

CONDEMNATION:

The City desires to = acquire=20 3,023 square feet out of an otherwise vacant residential property = improved=20 with a billboard in the taking area. Condemnation is being=20 recommended to clear title to this parcel due to an outstanding=20 lien. . . . This valuation was reviewed and=20 recommended for approval by a senior staff appraiser of this=20 department. The breakdown is as = follows:

. .=20 .

LEASEHOLD=20 INTERESTBOFF-PREMISES = SIGN:

Double faced 6' X = 12' X 12'=20 high outdoor off-premises advertising=20 sign . . . . $21,600.00

The double=20 faced 6' X 12' X 12' high outdoor off-premises advertising sign = will not=20 be relocated. The sign will be purchased and then demolished = at the=20 time of construction.

The Motion=20 passed with no dissenting votes.

Clear=20 Channel subsequently received a letter dated June 11, 2002 from = the City=20 of Houston, Public Works and Engineering Department, in which the=20 Assistant Director of the Real Estate Department of Public Works = and=20 Engineering Department wrote:

Reference=20 is made to the offer dated January 8, 2002 (Attachment 1) = regarding=20 the two[-]faced off-premise billboard sign located on this parcel = of=20 land. Since this sign is not legally permissible and the = city is not=20 required or obligated to compensate an owner for an illegal = improvement,=20 we are hereby withdrawing our offer. You should therefore = disregard=20 any prior correspondence concerning this offer.

Clear=20 Channel sued the City for breach of contract, and the City = responded with=20 a plea to the jurisdiction asserting immunity from suit. The = trial=20 court overruled the plea, and the City brought an interlocutory=20 appeal. City of Houston v. Clear Channel Outdoor, = Inc., 161=20 S.W.3d 3 (Tex. App.CHouston=20 [14th Dist.] 2004), rev=3Dd, 197=20 S.W.3d 386 (Tex. 2006) (per curiam). While the case was on = appeal,=20 the Legislature enacted sections 271.151B.160 of=20 the Local Government Code. Under the terms of this = legislation,=20 local government entities waive immunity from suit for certain=20 claims. The Texas Supreme Court reversed and remanded the = case to=20 give Clear Channel to present arguments under the new = legislation. =20

On remand,=20 the City filed its second plea to the jurisdiction asserting = immunity from=20 suit. The trial court denied the second plea, and this = agreed=20 interlocutory appeal ensued.^{^[2]}=20

II. =20 Issue Presented

In a=20 single issue, the City contends the trial court erred in denying = the=20 City=3Ds second=20 plea to the jurisdiction.^{^[3]}

III. =20 Standard of Review

The=20 plaintiff has the burden to plead facts affirmatively showing that = the=20 trial court has subject matter jurisdiction. Tex.=20 Ass=3Dn of Bus.=20 v. Tex. Air Control Bd., 852=20 S.W.2d 440, 446 (Tex. 1993). Because jurisdiction is a = question of=20 law, the trial court=3Ds ruling=20 on a plea to the jurisdiction is subject to de novo review. =20 Mayhew v. Town of Sunnyvale, 964 S.W.2d 922, 928 (Tex. = 1998). =20 In performing this review, we do not consider the merits of the=20 plaintiff=3Ds case,=20 but focus instead on the plaintiff=3Ds=20 pleadings and the evidence pertinent to the jurisdictional = inquiry. =20 County of Cameron v. Brown, 80 S.W.3d 549, 555 (Tex. 2002). = We=20 construe the pleadings liberally in favor of conferring = jurisdiction.=20 Tex. Dep=3Dt of=20 Transp. v. Ramirez, 74=20 S.W.3d 864, 867 (Tex. 2002)(per curiam). Nevertheless, a = waiver of=20 immunity must be clear and unambiguous. Tooke v. City of=20 Mexia, 197 S.W.3d 325, 332B33 (Tex.=20 2006). In sum, we determine whether the plaintiff has = pleaded a=20 claim for which a governmental unit has waived immunity by reading = the=20 pleadings broadly and the alleged waiver = narrowly.

IV. =20 Analysis

Pursuant=20 to section 271.152 of the Texas Local Government Code,

A local=20 governmental entity that is authorized by statute or the = constitution to=20 enter into a contract and that enters into a contract subject to = this=20 subchapter waives sovereign immunity to suit for the purpose of=20 adjudicating a claim for breach of the contract, subject to the = terms and=20 conditions of this subchapter.

Tex.=20 Loc. Gov=3Dt=20 Code Ann. = ' = 271.152=20 (Vernon 2005).^{^[4]} =20 According to the definitional provisions of Section 271.151, a=20 A[c]ontract=20 subject to this subchapter@ = means a=20 Awritten=20 contract stating the essential terms of the agreement for = providing goods=20 or services to the local governmental entity that is properly = executed on=20 behalf of the local governmental entity.@ =20 Id. ' 271.151(2).^{^[5]} =20 Contracts may consist of multiple documents. The Courage = Co.,=20 L.L.C. v. The Chemshare Corp., 93 S.W.3d 323, 333 (Tex.=20 App.CHouston=20 [14th Dist.] 2002, no pet.). We review contracts as a whole, = and=20 consider writings together if they pertain to the same = transaction, even=20 if they were executed at different times. City of Keller = v.=20 Wilson, 168 S.W.3d 802, 811 (Tex. 2005).

The City=20 contends that the Purchase Agreement was not Aproperly=20 executed on behalf of the local governmental entity@ = because=20 it was not signed by the mayor and the city controller. In = support=20 of this argument, the City relies on the following provision of = the=20 Houston City Charter:

No=20 contract shall be entered into until after an appropriation has = been made=20 therefore, nor in excess of the amount appropriated, and no = contract=20 shall be binding upon the city unless it has been signed by the = mayor and=20 countersigned by the controller, and the expense thereof = charged to=20 the proper appropriation, and whenever the contract charged to any = appropriation equals the amount of said appropriation, no further=20 contracts shall be countersigned by the controller.

City=20 of Houston Charter, art. II,=20 ' = 19 (Act=20 of March 18, 1905, 29th Leg., R.S., ch. 17, art. II, ' = 1, 1905=20 Tex. Spec. Laws 131, 131, amended Jan. 27, 1968, = amended=20 Aug. 14, 1982) (emphasis added).

Clear=20 Channel responds that these requirements do not apply to this = case, and=20 points to another provision of the City=3Ds=20 Charter:

Every=20 ordinance, resolution or motion of the City Council shall, before = it takes=20 effect, be presented to the Mayor for its approval and=20 signature. If the Mayor shall fail to sign any ordinance, = resolution=20 or motion within five days after adoption, it shall nevertheless = be in=20 full force and effect as if he had signed the same. =

Id., art. VI,=20 ' = 6=20 (added by amendment August 15, 1942). Here, the City = passed=20 the Motion to condemn the property, and although there is no = indication=20 that the Motion was signed by the mayor, it was nevertheless in = full force=20 and effect as if it had been signed.

The=20 adoption of this Motion was the last step needed to complete the = written=20 contract between the parties. The Purchase Agreement set = forth the=20 essential terms of the contract, and it was executed by = AMarty=20 Kobs, ROW Project Manager, Lockwood, Andrews & Newman, Inc.,=20 Consultant to the City of Houston.@ It=20 is undisputed that LAN purported to act on the City=3Ds behalf,=20 and the City does not contend that LAN=3Ds actions=20 were unauthorized. We further note that Section 271.152 does = not=20 require that the contract at issue be properly executed by the=20 governmental entity; rather, the requirements of the statute are = satisfied=20 if the contract was properly executed on behalf of the=20 entity. Moreover, the City stated in its letter of June 11, = 2002=20 that Awe are=20 hereby withdrawing our offer.@ =20 Thus, it acknowledges that the signer executed the Purchase = Agreement on=20 the City=3Ds=20 behalf. The City=3Ds=20 contention that the signatures of the mayor and the city = controller are=20 required arguably conflates the issue of whether the contract is = binding=20 under the charterCa question=20 that goes to the merits of the caseCwith the=20 issue of whether it was properly executed on the City=3Ds=20 behalf.^{^[6]}=20

The City=20 argues that the Motion approved a recommendation to condemn the = property,=20 but did not approve or authorize a contract. Condemnation, = however,=20 is not required when the parties agree on the amount to be paid in = damages=20 for the property. Tex. Prop.=20 Code Ann. ' 21.012(a)=20 (Vernon 2004). Here, Clear Channel had already accepted the=20 City=3Ds=20 conditional offer to pay $21,600.00 for the billboard, subject to = City=20 Council approval; thus, there was no need to litigate = damages. The=20 Motion also contains the remaining essential terms of the = contract, and=20 points out that the valuation of $21,600.00 for the billboard = Awas=20 reviewed and recommended for approval by a senior staff=20 appraiser@ = of the=20 Department of Public Works and Engineering.

V. =20 Conclusion

We=20 conclude that, taken together, the Purchase Agreement and the = Motion=20 constitute a written contract as that term is used in section = 271.151 of=20 the Local Government Code. On the record before us, we = overrule the=20 sole issue presented by the City and hold that the trial =

court did=20 not err in denying the City=3Ds plea to=20 the jurisdiction.

/s/ =20 Eva M. Guzman

Justice

Judgment=20 rendered and Opinion filed July 31, 2007.

Panel=20 consists of Chief Justice Hedges and Justices Hudson and=20 Guzman.

^{^[1]} The parties do not contend that = the City=20 failed to acquire the property from the fee = owners.

^{^[2]} After the second plea was filed = but before=20 it was heard, Clear Channel amended its petition a third time to = add=20 federal takings claims and a claim for tortious = interference. That=20 plea has not yet been heard, and those claims are not before us.=20

^{^[3]} The full title of the document is = Houston=3Ds Second Plea to the Jurisdiction and, = in the=20 Alternative, No-Evidence and Traditional Motions for Summary=20 Judgment. Our references to the second plea to the = jurisdiction=20 encompass these alternative motions for summary = judgment.

^{^[4]} This section applies to claims = that arise=20 before its effective date of September 1, 2005:

only if sovereign immunity has not been = waived=20 with respect to the claim before the effective date of this = Act. A=20 claim that arises under a contract executed before the effective = date of=20 this Act and with respect to which sovereign immunity has been = waived is=20 governed by the law in effect on the date the contract was = executed, and=20 the former law is continued in effect for that purpose.

Act of May 23, 2005, 79th Leg., R.S., = ch. 604,=20 ' 2, 2005 Tex. Gen. Laws 1548,=20 1549.

^{^[5]} A Alocal governmental entity@ includes a municipality. = Id.=20 ' 271.151(3)(A).

^{^[6]} The City does not contend that = LAN lacked=20 actual or apparent authority to extend the purchase offer to Clear = Channel, or that LAN=3Ds actions were otherwise=20 = improper.

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