Opinion
Civil Action AUBSC-CV-15-118
03-18-2016
CITY OF LEWISTON, et al., Plaintiffs, v. ANDROSCOGGIN COUNTY, et al., Defendants.
ORDER ON DEFENDANTS' MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM & FOR FAILURE TO JOIN A NECESSARY PARTY
Lance Walker, Justice.
Thirteen municipalities in Androscoggin County have brought this action against Androscoggin County(the "County") and the seven County Commissioners of Androscoggin County for declaratory judgment, breach of fiduciary duty, and unjust enrichment. Presently before the court is Defendants motion to dismiss for failure to state a claim upon which relief can be granted and failure to join a necessary party.
The thirteen Plaintiffs are as follows: the City of Lewiston, the City of Auburn, the Town of Poland, the Town of Lisbon, the Town of Turner, the Town of Durham, the Town of Greene, the Town of Sabattus, the Town of Livermore, the Town of Minot, the Town of Leeds, the Town of Livermore Falls, and the Town of Mechanic Falls. (2d Amend. Compl. 1.)
The seven Androscoggin County Commissioners named in the complaint are as follows: Elaine Makas, Ronald E. Chicoine, Matthew P. Roy, Randall A. Greenwood, Alfreda A. Fournier, Beth C. Bell, and Sally A. Christner (collectively referred to as the "Commissioners" or the "County Commissioners"). (2d Amend. Compl. 1.)
Based on the following, Defendants' motion to dismiss for failure to state a claim is granted as to Plaintiffs' second claim for breach of fiduciary duty and denied as to Plaintiffs' first and third claims for declaratory judgment and unjust enrichment. Defendants' motion to dismiss for failure to join a necessary party is denied.
I. BACKGROUND
In 2012, the voters of Androscoggin County approved the adoption of a County Charter. (2d Amend. Compl. ¶ 27; Defs. Mot. Dismiss Ex. IB.) Plaintiffs assert that, in order to avoid conflicts of interest, the County Charter provided that a Budget Committee, whose members are appointed by municipalities, was responsible for approving the County budget and setting the salaries and benefits of the County's elected officials. (2d Amend. Compl. ¶ 25.) Section 5.5.3 of the County Charter at that time provided:
When the Budget Committee has completed its deliberations, it shall hold a public hearing to present its proposed budget.... After the public hearing, the Budget Committee shall adopt a final budget and transmit the same to the Board [of County Commissioners].
Androscoggin Cty., Me., Androscoggin Cty. Charter, Art. V § 5.5.3 (Dec. 26, 2012). Section 5.5.4 of the County Charter at that time provided:
The Board [of County Commissioners] shall act on the proposed budget in a timely fashion.... The budget as adopted shall be the final authorization for assessment of county taxes... A copy of a final approved budget shall be filed with the State Auditor as provided by law.
Androscoggin Cty., Me., Androscoggin Cty. Charter, Art. V § 5.5.4 (Dec. 26, 2012). Additionally, § 3.7 of the County Charter at that time provided:
Salaries and benefits of all County elected officials shall be recommended by the Board [of County Commissioners] and approved by a majority plus one vote of the full Budget Committee.
Androscoggin Cty., Me., Androscoggin Cty. Charter, Art. Ill. § 3.7 (Dec. 26, 2012).
In 2013, the Maine Legislature enacted Resolves 2013, Chapter 62. (2d. Amend. Compl K 31.) Resolves 2013, Chapter 62 directed the County Commissioners to make several changes to the Androscoggin County Charter, including amendments to § 5.5.3 and § 5.5.4. Resolves 2013, ch. 62. Resolves 2013, Chapter 62 was approved by the Governor on June 21, 2013. Id. Section 5.5.3 of the County Charter now provides:
When the Budget Committee has completed its deliberations, it shall hold a public hearing to present its proposed budget.... After the public hearing, the Budget Committee shall approve a final proposed budget and transmit the same to the Board [of County Commissioners] for its approval.
Androscoggin Cty., Me., Androscoggin Cty. Charter, Art. V § 5.5.3 (Aug. 14, 2013). Section 5.5.4 of the County Charter now provides:
The Board [of County Commissioners] has the authority to modify the proposed budget and the authority to adopt the final budget for the County. The Board shall act on the proposed budget in a timely fashion and, in any event, shall vote to adopt the final budget.... The budget as adopted shall be the final authorization for assessment of county taxes... A copy of a final approved budget shall be filed with the State Auditor as provided by law.
Androscoggin Cty., Me., Androscoggin Cty. Charter, Art. V § 5.5.4 (Aug. 14, 2013). Resolves 2013, Chapter 62 did not require the County Commissioners to amend § 3.7 of the County Charter governing the setting of salaries and benefits of elected officials. (2d Amend. Compl. U 36); Resolves 2013, ch. 62.
Plaintiffs allege that, in 2014, the Budget Committee voted to reduced the salaries of the County Commissioners and eliminate their benefits. (2d Amend. Compl. ¶ 44.) Plaintiffs allege that the County Commissioner amended the budget approved by the Budget Committee and voted to adopt a final budget that set their own salaries higher than had been approved by the Budget Committee and reinstated their benefits. (Id. ¶¶ 41, 44-45.) Plaintiffs further allege that the County Commissioners did not seek or obtain additional approval of the amendments to the budget setting their own salaries and benefits from the Budget Committee or a Finance Committee. (Id. ¶ 46.) Plaintiffs allege that the County operated under the amended budget approved by the County Commissioners and paid salaries and benefits that were not approved by the Budget Committee or a Finance Committee to the County Commissioners during the 2014-2015 fiscal year. (Id. 49.)
Plaintiffs filed their initial complaint on July 21, 2015. The Plaintiffs filed an amended complaint on August 6, 2015. On August 18, 2015, Plaintiffs filed a motion for leave to file a second amended complaint in order to join an additional Plaintiff. The following day, August 19, 2015, Defendants filed their motion to dismiss for failure to state a claim and for failure to join a necessary party. Defendants' motion addresses the first amended complaint. (Defs. Mot. Dismiss. 1.) The Court approved Plaintiffs' motion to file a second amended complaint on September 8, 2015.
Plaintiff second amended complaint asserts that the County Commissioners' approval of the amended budget, which set their own salaries and benefits without additional approval from the Budget Committee or a Finance Committee was improper under both the County Charter and 30-A M.R.S. § 1353. (2d Amend. Compl. ¶¶ 54-68.) Section § 1353 of Title 30-A, regarding county finance committees, provides:
A county adopting a charter under this chapter may provide for a method of appropriating money for county expenditures other than the method in sections 2, 701 and 702. Any alternative method provided must give the county legislative body authority to appropriate money, according to the budget, which must first be approved by majority vote of the finance committee.30-A M.R.S. § 1353. Plaintiffs' second amended complaint also asserts that the County Commissioners breached their fiduciary duty to the public and were unjustly enriched by their actions. (2d Amend. Compl. ¶¶ 69-84.)
After an enlargement of time, Plaintiffs filed their opposition to Defendants motion to dismiss on September 18, 2015. That same day, Defendants filed a motion to dismiss the second amended complaint, which incorporated by reference the arguments contained in their earlier motion to dismiss. Defendants also filed a reply to Plaintiffs' opposition on September 25, 2015.
On December 15, 2015, Defendants filed a motion to supplement their motion to dismiss, which the court granted on January 20, 2016. According to Defendants' supplement, on November 3, 2015, the voters of Androscoggin County approved an amendment to § 3.7 of the County Charter. (Defs. Mot. to Suppl. Mot. Dismiss 1.) On November 23, 2015, the Governor issued a proclamation announcing the approval of the amendment to the Androscoggin County Charter. (Defs. Reply to Pis. Opp'n to Defs. Mot. to Suppl. Mot. Dismiss Ex. A.) As amended, § 3.7 of the County Charter now provides:
Notwithstanding the final authority of the Board of Commissioners over the adoption of the County budget under Section 5.5.4, no increase in the salaries or expansion of benefits of elected officials is effective without the approval of a majority plus one vote of the full Budget Committee.(Id.)
II. DEFENDANTS' MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM
The court shall dismiss a civil action when the complaint fails "to state a claim upon which relief can be granted." M.R. Civ. P. 12(b)(6). A motion to dismiss for failure to state a claim tests the legal sufficiency of a complaint. State v. Weinschenk, 2005 ME 28, ¶10, 868 A.2d 200. The sufficiency of a complaint is a question of law. Bean v. Cummings, 2008 ME 18, ¶ 7, 939 A.2d 676. On a motion to dismiss for failure to state a claim, the facts are not adjudicated. Marshall v. Town of Dexter, 2015 ME 135, ¶ 2, 125 A.3d 1141. The court reviews the material allegations in the complaint in the light most favorable to the plaintiff to determine whether the plaintiff would be entitled to relief pursuant to some legal theory. Bean, 2008 ME 18, ¶ 7, 939 A.2d 676. Dismissal is warranted when it appears beyond a doubt that the plaintiff is not entitled to relief under any set of facts that the plaintiff might prove in support of his or her claim. Id.
Normally on a motion to dismiss for failure to state a claim, only the facts alleged in the complaint are considered by the court. Moody v. State Liquor & Lottery Comm'n, 2004 ME 20, ¶ 8, 843 A.2d 43. If the court considers material outside of the pleading, the court must convert the motion to dismiss into a motion for summary judgment under Rule 56. M.R. Civ. P. 12(b). However, in limited circumstances, the court may consider certain extraneous documents without converting a motion to dismiss to one for a summary judgment. Moody, 2004 ME 20, ¶ 9, 843 A.2d 43. The court may consider "official public documents, documents that are central to the plaintiffs claims, and documents referred to in the complaint, without converting a motion to dismiss into a motion for a summary judgment when the authenticity of such documents is not challenged." Id. ¶ 10.
Defendants have submitted numerous extraneous documents in support of their motion to dismiss. (See attachments to Defs. Mot. Dismiss.) Plaintiffs' opposition does not object to these documents nor challenge their authenticity. (Pis. Opp'n to Mot. Dismiss.) Defendants also submitted a copy of a proclamation issued by the Governor on November 23, 2015, announcing the ballot referendum amending the Androscoggin County Charter. (Defs. Reply to Pls. Opp'n to Defs. Mot. to Suppl. Mot. Dismiss Ex. A.) Plaintiffs have not challenged the authenticity of this document. Therefore, the court reviewed and considered the following public documents in deciding Defendants' motion to dismiss without converting the motion to one for summary judgment: (1) the November 26, 2012, proclamation by the Governor (Defs. Mot. Dismiss Ex. IB); (2) the Androscoggin County Charter approved by the voters on November 6, 2012 (Id. Ex. 1C); (3) the Resolves 2013, Chapter 62 enacted by the Maine Legislature and approved by the Governor on June 21, 2013 (Id. Ex. 3); (4) the amended Androscoggin County Charter enacted on August 13, 2014 (Id. Ex. 3B); and (5) the November 23, 2015 proclamation by the Governor (Defs. Reply to Pls. Opp'n to Defs. Mot. to Suppl. Mot. Dismiss Ex. A).
Defendants' motion to dismiss asserts that Plaintiffs' compliant fails to state a claim based on five grounds: (1) Plaintiffs' complaint is time-barred under Maine Rule of Civil Procedure 80B; (2) Plaintiffs' complaint fails to plead sufficient conduct against the individual Commissioners; (3) the Commissioners are immune from Plaintiffs' breach of fiduciary duty claim under the Maine Tort Claims Act; (4) Plaintiffs' unjust enrichment claim is merely a restatement of their defective breach of fiduciary duty claim and their other legal claims; (5) Plaintiffs do not have standing to bring their complaint; (6) Plaintiffs' claims present a nonjusticiable political question; and (7) Plaintiffs' claims are not ripe for adjudication. (Defs. Mot. Dismiss 5-14.)
A. RULE 80B
Plaintiffs' first claim for relief is a claim for declaratory judgment against Androscoggin County. (2d Amend. Compl. ¶¶ 54-68.) Plaintiffs request the court issue a judgment declaring: (1) the legal rights of the parties concerning approval of the county budget and the approval of salaries and benefits for the Commissioners; (2) that Androscoggin County must obtain approval of its budget from the Finance Committee; (3) that the Androscoggin County must obtain approval of salaries and benefits of elected officials from the Budget Committee; and (4) that Androscoggin County is prohibited from paying the personal legal expenses of the Commissioners in this litigation. (Id. ¶¶ A-D.)
Defendants assert that Plaintiffs' claim for declaratory judgment is essentially a challenge to the Commissioners' vote to set their salaries and benefits and approve the County budget. (Defs. Mot. Dismiss 5.) Thus, according to Defendants, Plaintiffs' claim is actually a claim for judicial review of governmental action pursuant to Maine Rule of Civil Procedure Rule 80B. (Id.) Defendants argue that this claim is time-barred under Rule 80B(b) because Plaintiffs filed their complaint 239 days after the budget vote. (Id. at 5-6.)
Defendants also argue that Plaintiffs claim for declaratory judgment were filed 707 days after the amendments to the County Charter were enacted on August 14, 2013. (Defs. Mot. Dismiss 5-6.) In their opposition, Plaintiffs assert that they are not challenging the amendments to the County Charter. (Pis. Opp'n to Defs. Mot. Dismiss 4.) Indeed, Plaintiffs' claims do not challenge the validity of the amendments to the County Charter. (2d Amend. Compl. ¶¶ 54-84.)
Generally, Maine Rule of Civil Procedure 80B is the sole means for seeking judicial review of a governmental agency's action or refusal to act. M.R. Civ. P. 80B(a); Sold, Inc. v. Town o/Gorham, 2005 ME 24, ¶ 13, 868 A.2d 172. Unless an applicable statute provides otherwise, a complaint seeking judicial review must be filed within thirty days after notice of the governmental agency's action or refusal to act. M.R. Civ. P. 80B(b). If a party fails to timely seek judicial review of a governmental agency's action pursuant to Rule 80B, the party may not bring an after-the-fact action for declaratory judgment challenging governmental agency action. Sold, Inc., 2005 ME 24, ¶ 15, 868 A.2d 172.
Rule 80B itself does not create judicial authority to review governmental action. F.S. Plummer Co. v. Town of Cape Elizabeth, 612 A.2d 856, 859 (Me. 1992). Rule 80B merely proscribes the procedures when judicial review of governmental action is "provided by statute" or "otherwise available at law." M.R. Civ. P. 80B(a); F.S. Plummer Co., 612 A.2d at 859. Judicial review pursuant to Rule 80B is only available for administrative or quasi-judicial actions. F.S. Plummer Co., 612 A.2d at 859. Judicial review under Rule 80B is not available for challenges to legislative actions by a governmental agency. Id.
Here, neither Defendants nor Plaintiffs has explicitly cited a statute authorizing judicial review of governmental actions by county commissioners. Judicial review of governmental action is "otherwise available by law" under Rule 80B if review was formerly available at common law under the extraordinary writs of prohibition, mandamus, or certiorari. York Cty. Bd. of Realtors v. York Cty. Comm'rs, 634 A.2d 958, 960 (Me. 1993). A writ of mandamus is "[a] writ issued by a court to compel the performance of a particular act by a lower court or a governmental officer or body, [usually] to correct a prior action or failure to act." Black's Law Dictionary 1105 (10th ed. 2014). Actions seeking to require county commissioners or county officials to perform statutory duties were historically in the nature of a writ of mandamus. York Register of Prob. v. York Cty. Prob. Court, 2004 ME 58, ¶ 20, 847 A.2d 395. However, the right to judicial review of governmental action under Rule 80B where review is "otherwise available by law" is still limited to agency actions that are quasi-judicial in nature. Lyons v. Bd. of Dirs. of Sch. Admin. Dist., 503 A.2d 233, 236 (Me. 1986); see also 52 Am.Jur.2d Mandamus § 95 (2015) (stating that a city or local legislative body may not be compelled to exercise its legislative function by a writ of mandamus).
The only statute that appears to possibly provide for judicial review of actions by county commissioners is 30-A M.R.S. § 1325, which is discussed in more detail below.
Here, Plaintiffs' complaint avers that, in 2014, the Budget Committee approved a budget for Androscoggin County setting the Commissioners' salaries and benefits. (2d. Amend. Compl. ¶¶ 41-44.) The complaint avers that the Commissioners improperly amended the budget, set their own salaries and benefits, and approved the amended budget without seeking further the approval of the Budget Committee. (Id. ¶¶ 45-46.) The complaint also avers the Commissioners improperly voted to authorize the County to pay their individual legal expenses for defending this lawsuit and to hire the County's law firm to the defend the Commissioners. (Id. ¶ 53.)
The County Commissioners are a legislative body and approving the budget was a legislative act. Section 1302 of title 30-A explicitly states that the County Commissioners "exercise legislative powers within the county." 30-A M.R.S. § 1302(1). Article 2 of Title 30-A, §§ 721-27, establishes the "method for appropriating money for Androscoggin County expenditures, including the salaries for county officers, according to a budget that must be first adopted by a budget committee and must then be submitted to the county commissioners." 30-A M.R.S. § 721 (emphasis supplied). Section 5.3 of the Androscoggin County Charter authorizes the Board of Commissioners "to appropriate money, according to the budget." Androscoggin Cty., Me., Androscoggin Cty. Charter, Art. V § 5.3 (Aug. 14, 2013) (emphasis supplied). The appropriation of money for a particular purpose is a legislative act. See Black's Law Dictionary 123 (10th ed. 2014). Thus, the County Commissioners are a legislative body and their approval of the budget and their own salaries and benefits was a legislative act. Because Plaintiffs' claim for declaratory judgment challenges a legislative act by the County Commissioners, Plaintiffs claims are not governed or time-barred by Rule 80B.
Furthermore, even if Plaintiffs claims were governed by Rule 80B, Plaintiffs may still be permitted to collaterally attack the Commissioners' actions. "Subject to equitable defenses, including laches, a governmental action may be challenged at any time, as ultra vires, when the action itself is beyond the jurisdiction or authority of the administrative body to act." Sold, Inc., 2005 ME 24, ¶ 12, 868 A.2d 172. Here, Plaintiffs allege that the County Commissioners acted beyond their authority by approving a budget setting their own salaries and benefits without further approval from the Budget Committee or a Finance Committee and for voting to have the County pay their personal legal expenses. (2d Amend. Compl. ¶¶ 41-46, 53.) Therefore, subject to equitable defenses, Plaintiffs may still pursue their claim for declaratory judgment against Androscoggin County.
B. The Maine Tort Claims Act
Plaintiffs' second claim for relief asserts a claim for breach of fiduciary duty against the individual Commissioners. (2d Amend. Compl. ¶¶ 69-76.) Plaintiffs assert that the Commissioners are trustees of the public and that they own a fiduciary duty to the public. (Id. ¶¶ 70-72.) Plaintiffs claim that the Commissioners breached this duty by setting and reaffirming their own salaries and benefits without further approval from the Budget Committee and by receiving those salaries and benefits. (Id. ¶ 73-75.) Plaintiffs aver that they have been damaged by the Commissioners' collection of salaries and benefits. (Id. ¶ 76.) Defendants argue that the individual Commissioners are immune from Plaintiffs' claim for breach of fiduciary duty under the Maine Tort Claims Act, 14 M.R.S. § 8101 et seq. (the "MTCA"). (Defs. Mot. Dismiss 9-11.)
The complaint does not explicitly assert whether the seven County Commissioners are being sued in the official or personal capacities. (2d Amend. Compl. ¶¶ 69-76.) If the Commissioners are being sued in their official capacity, "[s]uits against employees in their official capacities are essentially suits against the government entities for which they work...." Brown v. Osier, 628 A.2d 125, 128 (Me. 1993). Under the MTCA, all government entities, including county governments, are immune from tort suits seeking to recover damages, unless immunity has been waived. 14 M.R.S. §§ 8102(2), (3), 8103. Though the MTCA waives immunity under certain circumstances, governmental entities are absolutely immune from liability that results from the "[undertaking or failing to undertake any legislative or quasi-legislative act, ..." Id. §§ 8104-A, 8104-B(1).
If the Commissioners are being sued in their personal capacity, the Commissioners are employees of a governmental entity. Id. § 8102(1), (2), (3). Employees of a governmental entity are "absolutely immune from personal civil liability" arising from certain circumstances, including the "[undertaking or failing to undertake any legislative or quasi-legislative act, ..." Id. §8111(1)(A).
As discussed above, the County Commissioners are a legislative body and approving the County budget and setting their own salaries and benefits were legislative acts of appropriating money. Therefore, regardless of whether the County Commissioners are being sued in the official or personal capacity, the individual County Commissioners are immune from Plaintiffs' claim for damages under the MTCA. Accordingly, Plaintiffs' second claim for breach of fiduciary duty against the individual County Commissioners fails to state a claim upon which relief can be granted.
Defendants second argument in support of their motion to dismiss asserts that Plaintiffs' claim for breach of fiduciary duty against the individual Commissioners does not set forth sufficient facts establishing the necessary elements of a breach of fiduciary duty. (Defs. Mot. Dismiss 7-9.) Because the court finds that the individual Commissioners are absolutely immune from Plaintiffs' claim for breach of fiduciary duty under the MTCA, the court does not address Defendants' second argument.
C. Plaintiffs' Standing
Defendants also assert that Plaintiffs do not have standing to bring any of their claims because Plaintiffs have failed to plead a particularized injury. (Defs. Mot. Dismiss 12.)
Because the individual Commissioners are immune from Plaintiffs' claim for breach of fiduciary duty, the court addresses only Plaintiffs' standing to bring claims for declaratory judgment and unjust enrichment.
1. 30-A M.R.S. § 1325
To begin with, the court notes that 30-A M.R.S. § 1325 appears to limit standing for seeking a declaratory judgment regarding county charters to only ten voters of the county or the Attorney General. Section 1325 provides that the court may enforce Chapter 11 of Title 30-A regarding county charters "upon petition of 10 voters of the county or on petition of the Attorney General." 30-A M.R.S. § 1325(1). Section 1325 also permits only the Attorney General or, with leave of court, ten voters of the county to bring an action for declaratory judgment on behalf of the public. Id. §1325(2). Because the Plaintiffs are municipalities, it appears that they to do not have statutory standing to seek a declaratory judgment under § 1325.
Courts have yet to addressed § 1325. However, the Law Court has addressed 30-A M.R.S. § 2108, which governs judicial review of home rule charters. The language of § 2108 is identical to § 1325. In Ten Voters of the City of Biddeford v. City of Biddeford, the Law Court clarified that § 2108 only provided statutory standing for ten voters of the county or the attorney general to challenge an ordinance adopted by the charter commission in the absence of an injury when the challenge is brought within thirty days of its enactment. Ten Voters of the City of Biddeford v. City of Biddeford, 2003 ME 59, ¶ 6, 822 A.2d 1196. Section 2108 did not effect whether the plaintiffs had an independent basis for standing to seek a declaratory judgment. Id. ¶¶ 6-7. In School Committee of York v. Town of York, the plaintiff conceded that they did not comply with §2108 because they were neither the Attorney General nor ten voters of the county. Sch. Comm. of York v. Town of York, 626 A.2d 935, 937, 942 (Me. 1993). The Law Court held that, even though the plaintiff was neither the attorney general nor ten voters of the county, the plaintiff could still seek a declaratory judgment, provided that the plaintiff established a justiciable controversy. Id. at 942. Therefore, based on the Law Court's holdings in Ten Voters of the City of Biddeford and School Committee of York, which analyzed identical statutory language, the fact that Plaintiffs in this case do not comply with § 1325 does not deprive them of the ability to seek a declaratory judgment, provided they have an independent basis for standing.
2. Plaintiffs' standing to seek a declaratory judgment
Under Maine's Uniform Declaratory Judgment Act, 14 M.R.S. § 5951 et seq., courts have the authority "to declare rights, status, and other legal relations whether or not further relief is or could be claimed." 14 M.R.S. § 5953. The court may issue a declaratory judgment whenever "a judgment or decree will terminate the controversy or remove an uncertainty." Id. § 5957. Any person whose rights, status or other legal relations are affected by a statute or municipal ordinance may seek a declaratory judgment to determine any question of construction or validity arising under a statute. Id. § 5954.
Unlike other causes of action, there is no requirement that a particularized injury has been suffered or wrong inflicted in order to maintain a declaratory judgment action. Horton & McGehee, Maine Civil Remedies § 3-1(c) at 33 (4th ed. 2004). In order to maintain an action for declaratory judgment, the plaintiff need only demonstrate the existence of a justiciable controversy. Sch. Comm. of York, 626 A.2d at 942. To demonstrate a justiciable controversy, the plaintiff must establish (1) the existence of a "real and substantial controversy, " and (2) that the plaintiff has standing to raise the issue. Id.
Defendants' motion to dismiss does not dispute that there is a "real and substantial controversy" between the parties. Defendants' challenge only Plaintiffs' standing to bring their claims for relief. In order for a plaintiff to have standing to raise an issue in a declaratory judgment action, the plaintiff must establish that they have '"a claim of right buttressed by a sufficiently substantial interest to warrant judicial protection.'" Horton & McGehee, Maine Civil Remedies § 3-1 (c) at 33-34 (quoting Annable v. Bd. of Envtl. Prot., 507 A.2d 592, 595 (Me. 1986)).
The courts may raise the issue of whether a plaintiff has standing to invoke judicial relief on their own motion at any time. Smith v. Allstate Ins. Co., 483 A.2d 344, 346 (Me. 1984). In City of Bangor v. Penobscot County, the county established an emergency communication service for the county and funded the service through county taxes. City of Bangor v. Penobscot Cty., 2005 ME 35, ¶ 5, 868 A.2d 177. The city filed an action seeking a declaratory judgment that, under the applicable statute, the county could not fund the emergency communication service through county taxes. Id. ¶ 6. Neither the trial court nor the Law Court ever questioned whether the city had standing to seek a declaratory judgment regarding how the county funded the emergency communication service or how the county appropriated county taxes. Id. ¶¶ 7, 16-17. Both courts reached the merits of the city's claim for declaratory judgment. Id.
Here, viewing the allegations in the complaint in the light most favorable to Plaintiffs, the complaint sets forth sufficient allegations demonstrating that Plaintiffs have "sufficiently substantial interest" in obtaining a declaratory judgment. In their complaint, Plaintiffs aver that the municipalities of Androscoggin County provide about 80% of the funding for the County's budget. (2d Amend. Compl. ¶ 24.) Plaintiffs further allege that the County Commissioners amended the County budget and set their own salaries and benefits without seeking additional approval from the Budget Committee or a Finance Committee and voted to have the County pay their own legal expenses in this litigation. (Id. ¶¶ 41-46, 52.) Plaintiffs assert that the County Commissioners' actions were not in accordance with sections § 5.5.3 and § 3.7 of the County Charter and 30-A M.R.S. §1353. (Id. ¶¶ 28-29, 41-46, 57-59.) Plaintiffs seek a declaratory judgment that Androscoggin County must obtain approval of its budget from a Finance Committee, that the salaries and benefits of elected officials must be approved by the Budget Committee, and that Androscoggin County is prohibited from paying the legal expenses of the Commissioners (Id. ¶¶ B-D.) Because the municipalities allegedly provide 80% of the funding for the County's budget, Plaintiffs have a "sufficiently substantial interest" in ensuring that the County Commissioners follow proper procedure for approving the budget, approving their salaries and benefits, and appropriating County funds. Thus, like the municipality in City of Bangor v. Penobscot County, Plaintiffs may seek a declaratory judgment against the County. Therefore, Plaintiffs have pled sufficient facts to establish standing to bring this action for declaratory judgment.
3. Plaintiffs' standing to bring a claim for unjust enrichment
Defendants argue that Plaintiffs lack standing to bring a claim for unjust enrichment against the County Commissioners because they are municipalities and they have not conferred a benefit on the County Commissioners. (Defs. Mot. Dismiss 13.) Rather, according to Defendants, it is the County that has conferred the benefit on the Commissioners. (Id.)
Generally, a plaintiff must demonstrate that they have suffered a "particularized injury" in order to have standing to bring their claim. N. E. Ins. Co. v. Young, 2011 ME 89, ¶ 11, 26 A.3d 794. A plaintiff has suffered a "particularized injury" when the defendant's actions have "adversely and directly" affected the plaintiffs "property, pecuniary or personal rights." Id.
In Inhabitants of Stonington v. Inhabitants of Deer Isle, the plaintiff municipality and several taxpayers sued another municipality seeking a declaratory judgment that the cost-sharing arrangement for funding the community school district was unconstitutional and for reimbursement of the excess costs allegedly charged to the plaintiff municipality. Inhabitants of Stonington v. Inhabitants of Deer Isle, 403 A.2d 1181, 1183 (Me. 1979). The Law Court decided that it did not need to reach the individual taxpayers' claims because the municipality was a proper plaintiff. Id. at 1181 n. 1. Thus, the plaintiff municipality had standing to seek both declaratory judgment and reimbursement. Id. Similarly, in Town of West Bath v. Regional School Unit I, a municipality sued a regional school unit and three other municipalities. Town of W. Bath v. Reg'l Sch. Unit I, 2013 Me. Super. LEXIS 285, at * 1-2 (June 7, 2013). The plaintiff municipality sought a declaratory judgment against the regional school unit that it had overcharged the plaintiff for its allocation of local costs for the regional school unit and undercharged other municipalities. Id. The plaintiff also brought a claim of unjust enrichment against the other municipalities seeking reimbursement of the windfall each municipality allegedly received as a result of being under-assessed by the regional school unit. Id. The court held that the municipality had standing bring both its claim for declaratory judgment and its claim for unjust enrichment. Id. at *21-22.
Here, Plaintiffs' complaint alleges that the municipalities provide about 80% of the funding for the County's budget. (2d Amend. Compl. ¶ 24.) Plaintiffs further allege that a benefit was conferred on the Commissioners in the form of salaries and benefits that were approved as part of the budget. (Id. ¶¶ 41-46, 78-79, 81.) Plaintiffs allege the Commissioners' collection of salaries and benefits was improper and in violation of the County Charter and 30-A M.R.S. § 1353. (Id. ¶¶ 28-29, 41-46, 57-59, 80, 82.) Accordingly, Plaintiffs have pled sufficient facts demonstrating that they have a pecuniary interest in the Androscoggin County budget. Therefore, like the plaintiff municipalities in Inhabitants of Stonington v. Inhabitants of Deer Isle and Town of West Bath v. Regional School Unit 1, Plaintiffs having standing to bring a claim for unjust enrichment.
D. Plaintiffs' Unjust Enrichment Claim
Defendants' motion to dismiss generally asserts that Plaintiffs' unjust enrichment claim must be dismissed because it is merely restates Plaintiffs' defective breach of fiduciary duty claim. (Defs. Mot. Dismiss 11.) Defendants cite WahlcoMetroflex, Inc. v. Baldwin, 2010 ME 26, ¶¶ 20-23, 991 A.2d 44, in which the Law Court applied Delaware law, for the proposition that a claim for unjust enrichment cannot survive when it rests on the same allegations as a defective breach of fiduciary duty tort claim. (Defs. Reply to Pis. Opp'n to Defs. Mot. Dismiss 6-7.) In WahlcoMetroflex, the Law Court held that, under Delaware law, an unjust enrichment claim cannot survive as a substantive claim when it merely restates the plaintiffs tort claim for breach of fiduciary duty, and that it could not survive as an equitable claim when the plaintiff had an adequate remedy at law in its breach of fiduciary duty claim. Id. ¶¶ 21-23. Defendants have not cited any case applying Maine law upholding the proposition that an unjust enrichment claim cannot survive as a substantive claim when it relies on the same facts a plaintiffs tort claim.
Defendants also argue that Plaintiffs are precluded from seeking equitable relief under a theory of unjust enrichment because Plaintiffs failed to timely seek an adequate remedy at law under Rule 80B. (Defs. Mot. Dismiss 12); see Fisher v. Dame, 433 A.2d 366, 371 (Me. 1981).
As discussed above, Rule 80B does not govern Plaintiffs' claim for declaratory judgment because Plaintiffs' claim challenges a legislative action. Thus, Plaintiffs' claims are not barred by Rule 80B(b). Furthermore, because Defendants are immune from Plaintiffs' breach of fiduciary duty claim under the MTCA, Plaintiffs do not have an adequate remedy at law. Therefore, Plaintiffs are not precluded from seeking equitable relief.
To establish a claim for unjust enrichment, the plaintiff must demonstrate the following elements: (1) that they conferred a benefit on the defendants, (2) that the defendants had an appreciation or knowledge of the benefit, and (3) that the benefit was under such circumstances to make it inequitable for the defendant to retain the benefit. Me. Farmers Exch. v. Farm Credit of Me., 2002 ME 18, ¶ 12 n.6, 789 A.2d 85.
Here, Plaintiffs' complaint avers that the municipalities provide about 80% of the funding for the County's budget. (2d Amend. Compl. ¶ 24.) Plaintiffs aver that a benefit was conferred on the Commissioners in the form of salaries and benefits that were approved as part of the budget. (Id. ¶¶ 41-46, 78-79, 81.) Plaintiffs allege the Commissioners' collection of those salaries and benefits was improper and in violation of the County Charter and 30-A M.R.S. § 1353. (Id. ¶¶ 28-29, 41-46, 57-59, 80, 82.) Plaintiffs asserted the Commissioners voted to confer the alleged benefit upon themselves. (Id. ¶¶ 78-79.) Plaintiffs assert that it is unjust and inequitable for the Commissioners to retain the benefit. (Id. ¶¶ 83-84.) Therefore, Plaintiffs' complaint sufficiently sets forth elements of a claim for unjust enrichment.
E. Political Question Doctrine
Defendants also argue that Plaintiffs' complaint asserts a non-justiciable political question because it challenges an act by the Maine Legislature, Resolves 2013, Chapter 62, enacted on June 21, 2013. (Defs. Mot. Dismiss 14-16.) In their opposition, Plaintiffs assert that their complaint does not seek any relief related to Resolves 2013, Chapter 62. (Pis. Opp'n to Defs. Mot. Dismiss 16.) Indeed, none of Plaintiffs claims for relief challenge Resolves 2013, Chapter 62. (2d Amend. Compl. ¶¶ 54-84.) Therefore, contrary to Defendants argument, Plaintiffs' complaint does not assert a non-justiciable challenge to an act by the Maine Legislature.
F. Effect of the Referendum to Amend the Androscoggin County Charter
Lastly, Defendants motion to dismiss initially argued that Plaintiffs' claims were not ripe for adjudication because, at the time the motion was filed, the ballot referendum to amend § 3.7 of the Androscoggin County Charter was pending and would be put to the Androscoggin county voters during November 2015 election. (Defs. Mot. Dismiss 17-18.)
The voters of Androscoggin ultimately approved the referendum and the Governor issued a proclamation announcing the amendment on November 23, 2015. (Defs. Reply to Pis. Opp'n to Defs. Mot. To Suppl. Mot. Dismiss Ex. A.) Defendants now argue that this amendment clarifies that, going forward, increases in the salaries and benefits of elected officials must be independently approved by the Budget Committee. (Defs. Mot. Dismiss 17-18; Defs. Reply to Pis. Opp'n to Defs. Mot. To Suppl. Mot. Dismiss 1-2.) In order words, Defendants argue that the amendment to the County Charter now moots Plaintiffs' claims.
Actions for declaratory judgment are generally limited to anticipatory challenges that address ongoing justiciable controversies between the parties, not after-the-fact challenges. Sold, Inc., 2005 ME 24, ¶¶ 10, 14, 868 A.2d 172. However, subject to equitable defenses such as laches, a declaratory judgment action asserting that a government agency's action was beyond its jurisdiction or authority may be brought "at any time." Id. ¶ 12.
Here, viewing the complaint in the light most favorable to the Plaintiffs, the complaint alleges that the County Commissioners amended and approved the County budget and set their own salaries and benefits without seeking additional approval from the Budget Committee or a Finance Committee and voted to have the County pay their own legal expenses in this litigation. (Id. ¶¶ 41-46, 52.) Plaintiffs assert that the County Commissioners' actions did not comply not with 30-A M.R.S. §1353 and § 5.5.3 of the County Charter as well as §3.7 before it was amended. (Id. ¶¶ 28-29, 41-46, 57-59.) Not only do Plaintiffs seek a declaratory judgment that Androscoggin County must obtain independent approval of the salaries and benefits for elected officials from a Budget Committee; Plaintiffs also seek a declaratory judgment that Androscoggin County must obtain independent approval of its budget from a Finance Committee and that Androscoggin County is prohibited from paying the legal expenses of the Commissioners. (Id. ¶¶ B-D.)
Therefore, because declaratory judgments asserting that a governmental agency's action were beyond its authority may be brought at any time and because Plaintiffs complaint also seeks a judgment declaring the Commissioners must comply with other statutes and Charter provisions in addition to § 3.7, the court finds that Plaintiffs claims have set forth sufficient facts to, at least, survive a motion to dismiss.
Based on the foregoing, Plaintiffs' complaint sufficiently sets forth claims for declaratory judgment and unjust enrichment. However, Defendants are immune from Plaintiffs' claim for breach of fiduciary duty. Therefore, Plaintiffs' second claim for relief fails to state a claim upon which relief can be granted.
III. DEFENDANTS' MOTION TO DISMISS FOR FAILURE TO JOIN A NECESSARY PARTY
Also before the court is Defendants' motion to dismiss Plaintiffs' complaint pursuant to Maine Rule of Civil Procedure 12(b)(7). (Defs. Mot. Dismiss 18-19.) Under Rule 12(b)(7), the court shall dismiss a civil action when the complaint fails to join a necessary party under Rule 19. M.R. Civ. P. 12(b)(7). Maine Rule of Civil Procedure 19 requires a person to be joined as a party in the action if: (1) "complete relief cannot be accorded among those already parties, " or (2) the person has such an interest in the subject matter of the litigation that the disposition of the action in the person's absence may impair or impede the person's ability to protect their interest or leave the parties to the litigation "subject to a substantial risk of double, multiple, or otherwise inconsistent obligations by reason of the claimed interest." M.R. Civ. P. 19(a).
Defendants argue that Plaintiffs' complaint challenges the validity of Resolves 2013 s Chapter 62, enacted by the Maine Legislature and approved by the Governor, (Defs. Mot. Dismiss 18-19.) Therefore, according to Defendants, the State of Maine is a necessary party to this litigation. (Id.) As discussed above, Plaintiffs do not challenge the validity of Resolves 2013, Chapter 62, or seek any relief from the State of Maine. (2d Amend. Compl. ¶¶ 54-84.) Therefore, the State of Maine is not a necessary party to the litigation.
IV. CONCLUSIONS
Defendants' motion to dismiss Plaintiffs' second amended complaint for failure to state a claim is granted in part, and denied in part. Defendants' motion to dismiss is granted as to Plaintiffs' second claim for relief. Defendants' motion to dismiss is denied as to Plaintiffs' first and third claims for relief.
Defendants' motion to dismiss Plaintiffs' second amended complaint for failure to join a necessary party is denied.
The Clerk is directed to enter this Order on the civil docket by reference pursuant to Maine Rule of Civil Procedure 79(a).