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City of Justin v. Town of Northlake

Court of Appeals of Texas, Sixth District, Texarkana

May 2, 2018

CITY OF JUSTIN, Appellant
v.
TOWN OF NORTHLAKE, Appellee

          Date Submitted: January 31, 2018

          On Appeal from the 367th District Court Denton County, Texas Trial Court No. 15-08170-367

          Before Morriss, C.J., Moseley and Burgess, JJ.

          MEMORANDUM OPINION

          Bailey C. Moseley Justice

         In this extraterritorial jurisdiction (ETJ) case, [1] Appellee Town of Northlake (Northlake) filed suit against Appellant City of Justin (Justin) asking for, among other things, (1) a declaratory judgment (a) that a 1997 "Joint Resolution and Agreement" (1997 Agreement) between Fort Worth and Northlake relating to both municipalities' ETJ was legal and valid, (b) that the resulting ETJ boundaries were legal and valid, (c) that a certain Justin ordinance that added property to its ETJ was void ab initio and invalid; and (2) a permanent injunction regarding Justin's development of the disputed property.[2] Justin counterclaimed asking for a declaratory judgment (1) that the 1997 Agreement between Fort Worth and Northlake was void ab initio and (2) that Northlake's resolution purporting to transfer the disputed property into Northlake's ETJ was void ab initio and invalid.

         Both parties filed summary judgment motions, and the trial court granted the motion filed by Northlake. Justin appeals, contending that the trial court erred in granting Northlake's motion for summary judgment and denying its motion for summary judgment. Justin also contends that because the trial court erred in granting Northlake's motion for summary judgment, it also erred in awarding attorney fees in favor of Northlake.

         Because Northlake failed to establish that it was entitled to judgment as a matter of law, we remand this case to the trial court for further proceedings consistent with this opinion.

         I. Background

         In 1996, Fort Worth began developing the Texas Motor Speedway complex. The following year, the City of Fort Worth determined that it was in need of additional property to further the development of the complex. As a result, on August 6, 1997, Fort Worth and Northlake entered into an interlocal agreement (1997 ILA) wherein Fort Worth would relinquish to Northlake its rights to certain land located in its ETJ, and Northlake purported to relinquish to Fort Worth its ETJ rights to certain land located within its ETJ. In addition, the 1997 ILA also contained a uniform wholesale water contract, a sanitary sewer service agreement, and a municipal services and revenue sharing agreement. The agreement stated,

[R]epresentatives from the Town of Northlake (a General Law City) and the City of Fort Worth, through discussions and negotiations have reached agreement(s) which once approved will provide for a more efficient, safe and orderly provision of municipal services in and around the Texas Motor Speedway complex[.]

         Based on this agreement, on October 2, 1997, Fort Worth and Northlake approved a joint resolution wherein Fort Worth "relinquish[ed] and release[d] to Northlake" 2, 262 acres of land in its ETJ (1997 Joint Resolution). In addition, Northlake would "relinquish and release to Fort Worth" 393.85 acres of land in its ETJ. Among other things, the agreement stated, "[T]his Joint Resolution and Agreement shall become effective and shall become a binding agreement upon the City of Fort Worth and the Town of Northlake by the adoption of same in regular open city council meetings of the City of Fort Worth and the Town of Northlake."

         On September 20, 1999, Northlake approved Ordinance 99-0920C, and on November 11, 1999, Northlake approved Ordinance 99-1111A. Both ordinances adopted "the [revised] Official Map[s] of the Town of Northlake"[3] and stated,

[T]he Town Council desires to officially approve and adopt the revised official map of the Town so that both the Town and all those that reside within the Town or have business with the town, can rely on the map as the current Town's corporate boundaries (subject to future changes through annexations and disannexations)[.]

         On appeal, Northlake maintains that the revised maps reflect the town limits, along with the new ETJ boundaries resulting from the 1997 exchange between Fort Worth and Northlake.

         In July 2014, Justin's city council met in an executive session to discuss the possibility of annexation and an ETJ expansion of land. The property was made up of a northern tract of land consisting of 64.732 acres (the Northern Tract), and a southern tract of land consisting of 74.174 acres (the Disputed Property). Believing that the Disputed Property was within Northlake's ETJ, [4] Northlake sent a letter to Justin's mayor, stating, in part,

Please be advised that the Tracts lie within Northlake's ETJ pursuant to a joint resolution and interlocal agreement between Northlake and the City of Fort Worth . . . in which certain areas of ETJ were exchanged between the two municipalities. The agreement was authorized under Section 42.022 of the Texas Local Government Code permitting ETJ territorial apportionments consistent with the municipalities' charter and applicable procedural rules.
Because the Tracts lie within Northlake's ETJ, Section 42.022 of the Local Government Code prohibits Justin from annexing the Tracts without Northlake's prior written consent. We welcome the opportunity to discuss the issue with Justin's attorney.

         Justin did not respond to Northlake's letter.[5]

         On August 10, 2015, Justin held a city council meeting in order to, among other things, (1) "[r]eceive, consider and act on a Petition to expand the City of Justin's extraterritorial jurisdiction to cover approximately 74.174 acres of Legacy Ranch" and (2) "[c]onsider and act on an Ordinance expanding the City of Justin's extraterritorial jurisdiction to cover approximately 74.174 acres of Legacy Ranch[.]"[6] During the meeting, the public was given the opportunity to make comments in regard to the development of "Legacy Ranch, " which was to be located, in part, on the Disputed Property. Following the hearing, Ordinance 592-12 was approved, resulting in what Justin contends was the expansion of its ETJ to include the Disputed Property. That same day, Justin entered into a development agreement with a third party and also approved a preliminary plat for the development of "Legacy Ranch."

         On September 17, 2015, Northlake filed a lawsuit against Justin claiming that the Disputed Property was located in Northlake's ETJ and that Justin had illegally encroached upon the land when it extended its ETJ. Northlake challenged, among other things, the validity of Ordinance 592-12 and sought "a declaration that the City of Justin's ordinance adding 74.174 acres to its ETJ [was] void ab initio and invalid." Northlake also maintained that it was entitled to the recovery of attorney fees.[7] On October 26, 2015, Justin responded by filing a counterclaim seeking a "declaration that the Joint Resolution and Agreement, approved by the City of Fort Worth's City Council and Northlake's Resolution No. 4012-07-1011, purporting to transfer the Property into Northlake's ETJ [was] void ab initio and invalid; thus the property is not, and never has been relinquished and not in whole, in Northlake's ETJ."

         On September 23, 2016, Northlake filed with the trial court a traditional and no-evidence motion for summary judgment arguing, in part, that the exchange of ETJ between Northlake and Fort Worth was valid and that Justin was barred from challenging it based upon limitations, estoppel, laches, and waiver. On October 7, 2016, Justin filed, in a single pleading, its response, a cross-motion for summary judgment, and a motion for no-evidence summary judgment. Justin maintained that there was no legal authority for the purported exchange between Northlake and Fort Worth, that it was void ab initio, and that the limitations and equitable remedies asserted by Northlake did not estop Justin from challenging an action which was void ab initio. On October 10, 2016, Northlake filed its "Objections and Response to [Justin]'s Cross-Motion for Summary Judgment."

         On October 26, 2016, the trial court issued its summary judgment order finding (among other things) that the 1997 exchange of ETJ between Fort Worth and Northlake was valid, that Justin's ordinance 592-15 was void ab initio and was invalid, that Justin's development agreement as to the subject property and preliminary plat was void ab initio and invalid, and that Justin was estopped and barred by limitations, laches, and waiver from challenging the validity of the 1997 ETJ exchange between Fort Worth and Northlake.[8] This appeal followed.

         II. Standard of Review

         "The purpose of summary judgment is to eliminate patently unmeritorious claims or untenable defenses; it is not intended to deprive litigants of the right to a full hearing on the merits of any real issue of fact." City of Missouri City v. State ex rel. City of Alvin, 123 S.W.3d 606, 613 (Tex. App.-Houston [14th Dist.] 2003, pet. denied) (citing Gulbenkian v. Penn, 252 S.W.2d 929, 931 (Tex. 1952)). The grant of a trial court's summary judgment is subject to de novo review by appellate courts. Provident Life & Accident Ins. Co. v. Knott, 128 S.W.3d 211, 215 (Tex. 2003). In making the required review, we deem as true all evidence which is favorable to the nonmovant, we indulge every reasonable inference to be drawn from the evidence, and we resolve any doubts in the nonmovant's favor. Valence Operating Co. v. Dorsett, 164 S.W.3d 656, 661 (Tex. 2005).

         "A plaintiff moving for summary judgment must conclusively prove all essential elements of its claim." Missouri City, 123 S.W.3d at 613 (citing MMP, Ltd. v. Jones, 710 S.W.2d 59, 60 (Tex. 1986)). To be entitled to traditional summary judgment, a movant must establish that there is no genuine issue of material fact so that the movant is entitled to judgment as a matter of law. Tex.R.Civ.P. 166a(c); Mann Frankfort Stein & Lipp Advisors, Inc. v. Fielding, 289 S.W.3d 844, 848 (Tex. 2009). Once the movant produces evidence entitling it to summary judgment, the burden shifts to the nonmovant to present evidence raising a genuine issue of material fact. Walker v. Harris, 924 S.W.2d 375, 377 (Tex. 1996).[9]

         III. Discussion

         A. Evidence Considered by the Trial Court

         Justin filed a single pleading on October 7, 2010, entitled "Response to [Northlake]'s Motion for Summary Judgment, Cross-Motion for Summary Judgment, and Motion for No-Evidence Summary Judgment." On October 10, 2016, Northlake filed its objections and a response to Justin's cross-motion for summary judgment.[10] In doing so, Northlake objected to Justin's cross-motion for summary judgment and notice of hearing as being untimely filed for the purposes of consideration at the hearing. In support of its position, Northlake maintained that Justin filed its response and cross-motion for summary judgment after business hours on Friday, October 7, 2016, and gave notice of hearing on October 10, 2016, seeking to have a hearing on its cross-motion on Monday, October 17, 2016.[11] The trial court determined that Justin's cross-motion for summary judgment was filed in an untimely manner and sustained Northlake's objections.[12] It, therefore, did not consider Justin's cross-motion and no-evidence motion.

         On appeal, Justin does not maintain that the trial court erred when it sustained Northlake's objections to Justin's cross-motion and no-evidence motion for summary judgment and the attached exhibits. Consequently, we may not consider Justin's exhibits on appeal.[13] See Benchmark Bank v. Crowder, 919 S.W.2d 657, 663 (Tex. 1996). Northlake was nevertheless required to establish its entitlement to a summary judgment on the issues expressly presented to the trial court by conclusively proving all essential elements of its cause of action as a matter of law. See Swilley v. Hughes, 488 S.W.2d 64, 67 (Tex. 1972). Because the second issue is dispositive, we need not address the first issue.

         B. Analysis

         On appeal, among other things, Justin contends that the trial court erred in granting Northlake's motion for summary judgment and that it should have either: (1) declared the 1997 Joint Resolution void because Fort Worth's charter failed to include language giving it the authority to enter into such agreement; or (2) found the 1997 Joint Resolution violated various sections of the Local Government Code.[14] We will address these issues in the order in which they were presented.

         1. Did the Fort Worth/Northlake Transfer of ETJ Exceed Northlake's Statutory Boundary?

         Former Section 43.021 of the Texas Government Code, which Northlake maintains is the relevant statute in this case, provided, A home-rule municipality[15] may take the following actions according to rules as may be provided by the charter of the municipality and not inconsistent with the procedural rules prescribed by this chapter:

(1) fix the boundaries of the municipality;
(2) extend the boundaries of the municipality and annex area adjacent to the municipality; and
(3) exchange area with other municipalities.

         Act of May 1, 1987, 70th Leg., R.S., ch. 149, § 1, sec. 43.021, 1987 Tex. Gen. Laws 707, 747 (amended and re-designated 2017) (current version at Tex. Loc. Gov't Code § 43.003). Specifically, Northlake states, "In fact, Texas Local Government Code § 43.021(3) provides that a home rule municipality like Fort Worth can 'exchange area with ...


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