G&A Land, LLC v. City of Brighton
| Citation | 233 P.3d 701 |
| Decision Date | 29 April 2010 |
| Docket Number | No. 08CA2192.,08CA2192. |
| Parties | G & A LAND, LLC, Jacob J. Dawson, and Betty L. Dawson, Plaintiffs-Appellants, v. The CITY OF BRIGHTON, Defendant-Appellee. |
| Court | Colorado Court of Appeals |
Fowler, Schimberg & Flanagan, P.C., Timothy J. Flanagan, Katherine Taylor Eubank, Denver, Colorado, for Plaintiffs-Appellants.
Murray Dahl Kuechenmeister & Renaud LLP, M. Patrick Wilson, Denver, Colorado, for Defendant-Appellee.
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In this action against defendant, City of Brighton, plaintiffs G & A Land, LLC, JacobJ. Dawson, and Betty L. Dawson (Landowners), appeal the trial court's judgment (1) granting Brighton's motion for summary judgment on Landowners' promissory estoppel claim; and (2) granting Brighton's C.R.C.P. 12(b)(5) motion to dismiss Landowners' inverse condemnation and 42 U.S.C. § 1983 claims. We affirm the judgment dismissing the promissory estoppel and § 1983 claims, but reverse it as to the inverse condemnation claim, and we remand for further proceedings on that claim.
In early 2004, Brighton decided to build a new wastewater treatment plant in unincorporated Weld County. For several years thereafter, Brighton engaged in actions and communications with Landowners evidencing its intent to construct the treatment plant on Landowners' properties (the properties), including a resolution passed by the Brighton Council in March 2005 authorizing negotiation and condemnation to acquire the properties. In August 2007, negotiations were still unsuccessful, and Landowners filed this lawsuit alleging, among other things, that Brighton's actions and inactions during the lengthy precondemnation period have deprived them of their right to alienate their properties.
The trial court concluded as a matter of law that Brighton's communications did not constitute an enforceable promise under the doctrine of promissory estoppel, that Landowners' inverse condemnation and § 1983 claims were not ripe because Brighton had not made a final decision regarding Landowners' properties, and that there was no "taking" of Landowners' properties.
Landowners contend the trial court erred in granting summary judgment to Brighton on their promissory estoppel claim. They maintain that Brighton's announced plans to acquire their properties and its offers to do so constituted a promise on which they reasonably relied. We disagree.
Summary judgment is appropriate when the pleadings and supporting documentation demonstrate that no genuine issue of material fact exists and that the moving party is entitled to judgment as a matter of law. C.R.C.P. 56(c). A material fact is one that will affect the outcome of the case. GE Life & Annuity Assurance Co. v. Fort Collins Assemblage, Ltd., 53 P.3d 703, 706 (Colo.App.2001). We review the grant of a summary judgment motion de novo. W. Elk Ranch, L.L.C. v. United States, 65 P.3d 479, 481 (Colo.2002).
The nonmoving party is entitled to any favorable inferences that may reasonably be drawn from the facts, and all doubts must be resolved against the moving party. Clementi v. Nationwide Mut. Fire Ins. Co., 16 P.3d 223, 225-26 (Colo.2001); Norton v. Leadville Corp., 43 Colo.App. 527, 530, 610 P.2d 1348, 1350 (1979).
Colorado has adopted the promissory estoppel doctrine as articulated in the Restatement (Second) of Contracts § 90. Nelson v. Elway, 908 P.2d 102, 110 (Colo.1995). It provides relief to those harmed because they relied on another's promises, even without an enforceable contract. Vigoda v. Denver Urban Renewal Auth., 646 P.2d 900, 905 (Colo.1982).
A prima facie case for relief under the doctrine requires "(1) a promise which the promisor should reasonably expect to induce action or forbearance of a definite and substantial character on the part of the promisee; (2) action or forbearance induced by that promise; and (3) the existence of circumstances such that injustice can be avoided only by enforcement of the promise." Nelson, 908 P.2d at 110.
In this context, a promise is "a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in understanding that a commitment has been made."Restatement (Second) of Contracts § 2(1). "A promise may be stated in words ... or may be inferred wholly or partly from conduct." Id. § 4. But it must be "clear and unambiguous." Hansen v. GAB Bus. Servs., Inc., 876 P.2d 112, 114 (Colo.App.1994). It must also be sufficiently definite to allow a court to understand the nature of the obligation. Soderlun v. Pub. Serv. Co., 944 P.2d 616, 620 (Colo.App.1997); George v. Ute Water Conservancy Dist., 950 P.2d 1195, 1199 (Colo.App.1997).
In Hansen v. GAB Business Services, a division of this court concluded an employer's compensation plan that included a performance-based bonus did not contain a valid promise because the plan did not clearly and unambiguously obligate the employer to pay the bonuses. 876 P.2d at 114; see Soderlun, 944 P.2d at 620-22 (). Likewise, in George v. Ute Water Conservancy District, 950 P.2d at 1199, a division of this court concluded a personnel manual describing a progressive disciplinary procedure did not constitute a promise to abide by that procedure, because the manual lacked definite commitment language, and it emphasized that employees were terminable at-will.
Here, Landowners rely on the following communications and actions taken by Brighton, which they maintain constituted valid promises that Brighton would acquire their properties through negotiation or condemnation. However, we conclude none of these communications or actions was sufficient to create the type of obligation required to support a promissory estoppel claim.
In Resolution 05-35, the Brighton Council found Brighton needed to take "immediate possession [of Landowners' properties] ... for the public health, safety, and welfare, due to bidding and construction deadlines." However, the resolution merely "authorize[d] the Brighton Manager to conduct ... good faith negotiations" and to "exercise the power of eminent domain." The resolution did not undertake any obligation.
In letters to Landowners, Brighton's attorney stated Brighton's "desire to obtain [Landowners'] propert[ies] through a negotiated settlement," and added that "if this cannot be accomplished in a timely manner, Brighton will have no alternative but to commence appropriate legal proceedings to acquire the [p]ropert[ies]." However, the letters contemplate future bargaining. They do not contain language promising to be bound by the plan. See George, 950 P.2d at 1199.
This letter from the Regional Waste Water Treatment Authority was sent to another landowner who is not a party in this case. It expressed the Authority's intent to work with Landowners to begin negotiations on acquisition, stating:
As an owner of the property that will be used for the siting of the ... Treatment Plant, the Authority looks forward to working with you in the forthcoming property acquisition activities.... Now that [preliminary steps] have been completed, property acquisition procedures will begin [and] [w]e will be in contact with each property owner in the near future to discuss the acquisition schedule and to begin property negotiations.
This letter expressed an intent to begin the negotiation process, but it did not contain a clear and unambiguous promise to acquire Landowners' properties.
Brighton also sent "notice of intent" letters offering to pay for an appraisal at its expense and to purchase Landowners' properties. The letters stated that, after twenty-one days, Brighton would deem the offer rejected and "may initiate eminent domain proceedings to condemn and take the propert[ies] in accordance with law." The letters affirmed Brighton's desire to acquire Landowners' properties and to initiate the statutory condemnation process, which requires the condemnor to offer to pay for an appraisal.However, they did not include a formal commitment to acquire the properties if Landowners rejected the offer, and Landowners did so. Hence, we conclude Brighton did not legally obligate itself by sending these letters.
Brighton's right-of-way agents sent letters to Landowners that offered to pay for an appraisal. Again, however, we conclude the language in these letters was insufficient to show Brighton has an obligation to purchase the properties.
Brighton's other actions included condemning an adjacent parcel for the project, hiring a traffic consultant to determine what improvements would be needed during the development of Landowners' properties, hiring appraisers to value Landowners' properties, performing an environmental site assessment of Landowners' properties, engaging an engineering firm for on-site drilling and soil reports, posting a sign adjacent to Landowners' properties stating that "the property upon which this sign is posted shall be considered for the construction of the Regional Wastewater Treatment Plant," and representing to third parties that Brighton "owned the property."
These actions showed Brighton's interest in acquiring the properties, but did not obligate it to do so. They are nevertheless relevant in assessing Landowners' inverse condemnation claim, and we therefore discuss them below.
We conclude Brighton's actions and communications, viewed individually and cumulatively, merely expressed its intent to acquire Landowners' properties in the future. Therefore, the trial court did not err in ruling as a...
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