Shovel Transfer and Storage, Inc. v. Simpson

• Decision Date: 06 November 1989
• Citation: 565 A.2d 1153,523 Pa. 235
• Parties: SHOVEL TRANSFER AND STORAGE, INC., Appellee, v. Hubert SIMPSON, Comptroller, Pennsylvania Liquor Control Board and Michael Hershock, Secretary of Office of Budget and Administration, Appellants, and the Pennsylvania Liquor Control Board, Intervenor. 24 M.D. 1988
• Court: Pennsylvania Supreme Court

Page 1153

565 A.2d 1153

523 Pa. 235

SHOVEL TRANSFER AND STORAGE, INC., Appellee, v. Hubert SIMPSON, Comptroller, Pennsylvania Liquor Control Board and Michael Hershock, Secretary of Office of Budget and Administration, Appellants and the Pennsylvania Liquor Control Board, Intervenor.

24 M.D. 1988

Supreme Court of Pennsylvania.

Argued March 7, 1989.

Decided Nov. 6, 1989.

Andrew H. Cline, Harrisburg, Timothy D. Searchinger, Deputy General Counsel, Office of General Counsel, Philadelphia, for appellants.

William G. Merchant, Monroeville, for Shovel Transfer and Storage, Inc.

Kenneth B. Skelly, Pennsylvania Liquor Control Bd., Harrisburg, Eileen S. Mounus, for Pennsylvania Liquor Control Bd., intervenor.

Before NIX, C.J., and LARSEN, FLAHERTY, McDERMOTT, ZAPPALA and PAPADAKOS, JJ.

OPINION

NIX, Chief Justice. ^*

This case comes to us on appeal from an order of the Commonwealth Court overruling the preliminary jurisdictional objections of appellants Simpson and Hershock to a petition for review by Shovel Transfer and Storage, Inc. ("Shovel"), seeking declaratory and injunctive relief. The dispute between the parties arose from the following factual situation. The issue presented is whether the Board of Claims ("Board") has jurisdiction to determine whether a contract has been "entered into" for the purpose of invoking its jurisdiction. ¹ For the following reasons we find that the Board is empowered to make such a determination.

Early in 1986, Shovel learned that the Pennsylvania Liquor Control Board ("PLCB") was looking for a new warehousing facility for its Pittsburgh distribution area. Shovel inquired whether the PLCB would be interested in utilizing a Pittsburgh facility that Shovel had recently acquired. Upon inspection of the facility, the PLCB determined that it would be suitable and instructed Shovel to contact the PLCB's Logistics Bureau to discuss contract formation. The PLCB's Executive Director then recommended transfer of the existing warehouse to Shovel's facility, and the Board voted to adopt this recommendation and relocate. The PLCB's Contract Administrator furnished Shovel with a fully negotiated contract, which contained blanks for the signatures of Shovel's President, the PLCB Chairman, PLCB Chief Counsel, the PLCB Comptroller, the State Secretary for Budget and Administration, and a representative of the Attorney General's office.

The contract was subsequently signed by all of the necessary signators except the Comptroller and the Budget Secretary, who refused to affix their signatures because the contract was not the product of the normal bidding process. PLCB then invited proposals from five companies, including Shovel, but contracted with another distributor at a price lower than Shovel's. Shovel brought the instant action before the Commonwealth court to compel the comptroller and Budget Secretary to sign the contract, or, alternatively, to have the contract declared valid without their signatures. ² Shovel's position is based on its contention that a valid contract had been fully executed, save for appellants' signatures. The Commonwealth Court overruled the appellants' objections and found that it had jurisdiction over this inquiry. For the reasons that follow, we disagree and reverse the order of the Commonwealth Court, and direct the parties to proceed before the Board of Claims.

Shovel instituted its action in the lower court by filing a petition for review in the nature of mandamus, seeking a declaratory judgment and injunctive relief. The Commonwealth Court characterized this action as an attempt by Shovel to discern whether appellants were proper signatories to the contract and, if so, to compel them to sign it. Therefore, the Commonwealth Court determined that the action was not a contract claim, and that the jurisdiction of the Board of Claims had not been invoked.

This position is inherently inconsistent. No logical reason exists for separating the signatures from the contract, because the absence of the signatures would be immaterial if the underlying contract is invalid. The signatures have no intrinsic significance; their sole value must be determined by their effect on the contract.

The Commonwealth Court accepted Shovel's theory of the case as statutory rather than contractual. Shovel argued that the contract had been accepted by the PLCB and that the action was brought to enforce appellants' statutory duty to approve it. ³ Assuming arguendo that such a duty exists, Shovel cannot use it as a basis for characterizing this claim as statutory. The rights Shovel asserts derive only from the underlying contract. Consequently, Shovel's true objective is to establish the enforceability of that contract, which is clearly a contract claim. The Board of Claims is a body created by statute for the arbitration of contractual and certain other claims lodged against the Commonwealth. Act of 1937, as amended October 5, 1978, P.L. 1104, No. 260 § 2, 72 Pa.S. § 4651-1. Although the Commonwealth traditionally had sovereign immunity from suit, the establishment of the Board of Claims waived that immunity by providing a tribunal whose specific duty was to entertain contract actions against the Commonwealth. ⁴ The statute gives the Board of Claims "exclusive jurisdiction to hear and determine claims against the Commonwealth arising from contracts hereafter entered into with the Commonwealth, where the amount in controversy amounts to $300.00 or more." 72 Pa.S. § 4651-4 (emphasis added). A "claim ... arising from a contract" is often a dispute over the existence of the alleged contract as well as the liability flowing from it. In order for the Board of Claims to accept jurisdiction over a particular cause of action, it necessarily must determine as a factual predicate whether there is a valid contract in existence. Like any other tribunal, ⁵ the Board of Claims has the implicit right to decide every question which occurs in a cause of action over which it has jurisdiction. Thompson v. Fitzgerald, 329 Pa. 497, 198 A. 58 (1938), aff'd. sub nom. Princess Lida of Thurn and Taxis v. Thompson, 305 U.S. 456, 59 S.Ct. 275, 83 L.Ed. 285 (1939).

We have construed the language of the enabling statute to mean that the Board of Claims is empowered to entertain all contractual claims against the Commonwealth irrespective of the type of relief sought or the fact that the Board of Claims may not have the power to grant the relief requested. XPress Truck Lines, Inc. v. Pennsylvania Liquor Control Board, 503 Pa. 399, 407-08, 469 A.2d 1000, 1004 (1983) (monetary damages or specific performance sought); Ezy Parks v. Larson, 499 Pa. 615, 626-28, 454 A.2d 928, 934-35 (1982) (specific performance sought); Emergency Medical Services Council, Inc. v. Department of Health, 499 Pa. 1, 6-8, 451 A.2d 206, 208-09 (1982) (specific performance sought). However, in XPress, supra, we declined to address the question of whether jurisdiction of the Board of Claims encompasses the ability to determine whether a contract had been "entered into." We now direct our attention to precisely that question, and we hold that the Board of Claims has jurisdiction to determine whether a contract has been "entered into" for purposes of the Act.

Our finding that jurisdiction of this matter lies with the Board of Claims is supported by the fact that otherwise there would be no forum available to establish the fact of a valid contract against the Commonwealth. Since at common law sovereign immunity barred a claimant from asserting a claim against the Commonwealth based upon contract, 1 Pa. C.S. § 2310, no other forum would be available to test the validity of an alleged contract if it did not fit within the exception of the statute provided to exempt the immunity. Thus, any time the Commonwealth challenged the existence of the underlying contract the claimant would have no forum to establish its legitimacy. The statute creating the Board of Claims would thus be construed as allowing a claimant to sue only if the Commonwealth concedes the existence of a valid contract in the first instance. We find no basis for such a limited construction. In defending the Commonwealth Court's jurisdiction over this matter, however, Shovel maintains that its action does not arise from a contract. Rather, Shovel contends that it seeks to force the appellants to comply with their statutory duty to either sign the contracts or permit the PLCB to adopt the contracts without their signatures. If Shovel is correct in characterizing its claim as statutory, there would be no question that jurisdiction of the matter lies with the Commonwealth Court. See e.g., Delaware County v. Commonwealth, Department of Public Welfare, 34 Pa.Commw. 165, 383 A.2d 240 (1978). However, if the source of the right asserted by Shovel is contractual rather than statutory, the cause of action sounds in contract, and the proper forum is the Board of Claims.

The mere fact that the validity of a contract may turn upon issues of statutory duty does not create a statutory right of action. Rather, the focus is upon the origin of the rights claimed. In the instant matter, Shovel's objective is to establish the contractual relationship. Shovel's right to pursue this objective derives necessarily from the rights and obligations created by the contract, not by the alleged violation of a statute by the PLCB or the appellants. Shovel's action thus assumes the nature of a breach of contract action in which a traditional remedy for the breach, namely specific performance, is sought. The proper forum for this type of action, therefore, is the Board of Claims. As we stated in XPress, supra, upon similar facts:

[Appellee] argues since no contract was fully executed by all the appropriate and designated officials, no binding contract exists.... The Commonwealth simply argues that the contract with XPress was not binding because it was never signed by the Comptroller or the Board's ...