Lamar Co. v. City of Columbia

• Decision Date: 06 December 2016
• Docket Number: WD 79267
• Citation: 512 S.W.3d 774
• Parties: THE LAMAR COMPANY, LLC, Appellant, v. CITY OF COLUMBIA, Missouri, et al., Respondents.
• Court: Missouri Court of Appeals

512 S.W.3d 774

THE LAMAR COMPANY, LLC, Appellant,

v.CITY OF COLUMBIA, Missouri, et al., Respondents.

WD 79267

Missouri Court of Appeals, Western District.

OPINION FILED: December 6, 2016

Application for Transfer to Supreme Court Denied January 24, 2017

Application for Transfer Denied April 4, 2017

Mary Jo Shaney and Kevin Mason, Kansas City, MO, for appellant.

Robert O. Jester and Wesley J. Carrillo, Kansas City, MO, for respondent.

Before Division One: Thomas H. Newton, Presiding Judge, Cynthia L. Martin, Judge and Edward R. Ardini, Jr., Judge

Cynthia L. Martin, Judge

The Lamar Company, LLC ("Lamar") appeals from the entry of summary judgment in favor of the City of Columbia ("City") and individual defendants Timothy Teddy ("Teddy") and Shane Creech ("Creech") in Lamar's lawsuit for declaratory judgment, breach of contract, and mandamus, premised on the enforceability of a 1998 settlement agreement. Because the 1998 settlement agreement was void ab initio ,¹ we affirm.

Factual and Procedural Background²

Lamar is an outdoor advertising company. Lamar acquired Whiteco Metrocom, Inc. ("Whiteco"), another outdoor advertising company, in 1999. As Whiteco's successor, Lamar assumed Whiteco's rights and obligations described in a May 1998 Stipulation for Settlement Agreement ("Agreement") between Whiteco and City.

The Agreement resolved a 1994 lawsuit filed by Whiteco³ after City denied four applications for permits to erect new billboards. Whiteco claimed that denial of the applications was arbitrary and capricious, and that City's billboard ordinances⁴ were unlawful in light of the Missouri Billboard Act,⁵ which describes authorized restrictions on outdoor signs erected within 660 feet of the nearest edge of the right-of-way of any highway. Following the entry of partial summary judgment in favor of Whiteco on the issue of liability, Whiteco and City entered into the Agreement. Pursuant to the Agreement:

• Whiteco agreed to dismiss its lawsuit with prejudice, and agreed not to challenge the validity or constitutionality of current City billboard regulations, or future regulations so long as they are less restrictive.

• Whiteco agreed to waive its claim for damages.

• City agreed to issue permits for three new billboards subject only to compliance with City's electrical and wind load requirements and state statutes.

• Whiteco and City agreed that forty-two of Whiteco's billboards (thirty-nine existing billboards and the three new billboards promised by the Agreement) would be subject to a "cap and replace" agreement. Whiteco would be permitted to rebuild in the same location, or remove and relocate to a new location, any of the forty-two billboards identified in the Agreement, subject only to compliance with state statutes and City wind load and electrical requirements. Whiteco could apply to build additional billboards beyond the forty-two described in the Agreement, but those applications would be subject to compliance with City's then existing billboard ordinance.

In July 1998, shortly after the Agreement was executed, Whiteco's applications for three new billboards were approved by City. In February 2005, after Lamar acquired Whiteco, City approved Lamar's application to remove and relocate one of the forty-two billboards described in the Agreement.

On May 6, 2014, Lamar applied for permits to either rebuild in the same location, or to remove and relocate to new locations, eight of the forty-two billboards described in the Agreement. On May 27, 2014, and June 2, 2014, City denied the applications in writing, because the proposed billboards did not meet the requirements of City's billboard ordinance.⁶ On June 17, 2014, Lamar requested an appeal to City's Board of Adjustment. Lamar's request was "based on a settlement agreement executed by [City] in 1998 which exempts permits to replace 42 signs owned by Whiteco [ ] from all city ordinances but windload [sic] and electrical requirements." In other words, Lamar argued that the Agreement required City to approve its applications. Lamar's request for an appeal did not challenge the determination that Lamar's applications failed to meet the requirements of City's billboard ordinance. City denied Lamar's request for an appeal because determining the enforceability of the Agreement exceeded the scope of matters that could be heard by City's Board of Adjustment.

On June 24, 2014, Lamar filed suit against City, Teddy, and Creech. An amended petition was filed on November 24, 2014 (hereinafter "Petition"). The Petition sought a declaratory judgment that the Agreement is valid and enforceable, and entitled Lamar to the permits for which it had applied; a judgment for breach of contract (the Agreement) with a remedy of specific enforcement; a judgment for breach of contract (the Agreement) with a remedy of monetary damages; and a writ of mandamus compelling Teddy (City's Community Development Director) and Creech (City's Building and Development Manager) to issue the applied for permits should the Agreement be declared valid and enforceable. The Petition did not challenge City's determination that Lamar's permit applications did not meet the requirements of City's billboard ordinance.

City and the individual defendants asserted an affirmative defense that the Agreement was void ab initio because it impermissibly contracted away City's police powers. Lamar filed an avoidance to this affirmative defense, alleging that City was equitably estopped from denying the validity and enforceability of the Agreement.⁷

City⁸ filed a motion for summary judgment as to all counts in the Petition which argued that the Agreement was ultra vires and void ab initio because it impermissibly contracted away City's police powers. City's motion also argued that the doctrine of equitable estoppel could not be relied on to enforce a void municipal contract. Lamar filed a motion for partial summary judgment on the issue of liability which argued that City was equitably estopped to deny the validity and enforceability of the Agreement, and that City's denial of Lamar's permit applications was a breach of the Agreement that entitled Lamar to a writ of mandamus compelling issuance of the permits.

Following argument on the competing summary judgment motions, the trial court entered its judgment ("Judgment") concluding that the Agreement violated section 432.070⁹ because it exceeded the scope of City's powers by contracting away police powers. The Judgment concluded that the Agreement was therefore void ab initio . The Judgment further concluded that the doctrine of equitable estoppel could not be relied on to enforce a void municipal contract. Finally, the Judgment found that mandamus could not lie against the individual defendants because the Agreement was void.¹⁰ The trial court granted City's motion for summary judgment, denied Lamar's motion for partial summary judgment, and entered judgment in favor of City and against Lamar on all of Lamar's claims. The effect of the Judgment was to resolve all issues as to all parties.¹¹

Lamar filed a motion for new trial or in the alternative to alter or amend the judgment. The Judgment was amended to correct an exhibit reference,¹² but Lamar's motion was denied in all other respects. Lamar then filed this timely appeal.

Summary of Points on Appeal

Lamar raises four points on appeal. The points respectively argue that it was error for the trial court to conclude that the Agreement was void ab initio because: (1) the Agreement was lawful when enacted, was supported by consideration, and was approved in writing as contemplated by section 432.070; (2) the Agreement addressed matters not necessary to the exercise of City's police powers such that refusing to enforce the Agreement unlawfully impaired a contract; (3) City is equitably estopped from denying the validity and enforceability of the Agreement, having accepted the benefits of the Agreement, and because to conclude otherwise would result in a manifest injustice; and (4) controverted facts and an absence of material uncontroverted facts demonstrate no support in the record for the conclusion that the Agreement hinders public health, welfare, or safety, or for the conclusion that there was a "significant variance" between City's billboard ordinance and the eight applications filed by Lamar.

Standard of Review

Before addressing the merits of Lamar's points on appeal, we address our standard of review, a subject that is contested by the parties. Lamar contends that our standard of review is de novo , as we are reviewing the trial court's grant of summary judgment. City argues that Lamar's motion for new trial converted the proceeding to a court-tried case which we review only for abuse of discretion.¹³

City's argument originates from a misreading of the Missouri Supreme Court's decision in Central Trust & Investment Co. v. SignalPoint Asset Management, LLC , 422 S.W.3d 312 (Mo. banc 2014). In Central Trust , a trial court entered summary judgment in favor of SignalPoint on Central Trust's tort claims. Id. at 319. Central Trust filed a motion for reconsideration based on newly discovered evidence, which was denied. Id. Central Trust appealed, arguing that the grant of summary judgment was erroneous, and that denial of its motion for reconsideration based on newly discovered evidence was erroneous. Id. at 316–17. The Supreme Court treated the motion for reconsideration as tantamount to a motion for new trial. Id. at 325. The Supreme Court observed that "[a] party can move for a new trial following the entry of summary judgment; the motion is considered a motion for new trial in a court-tried case." Id. (citing Taylor v. United Parcel Serv., Inc. , 854 S.W.2d 390, 393 (Mo. banc 1993) ).¹⁴ The Supreme Court also observed that "a circuit court's judgment overruling a new trial motion [is reviewed for] abuse of discretion." Id. (citing Badahman v. Catering St. Louis , 395 S.W.3d 29, 39 (Mo. banc 2013) ).

Though Central Trust held that...