MORGRAN COMPANY INC. v. Orange County
2002 WL 1232768, 818 So.2d 640, 2002 Fla. App. LEXIS 8150 (2002)
Rule of Law:
A local government cannot contractually bind itself to "support and expeditiously process" a rezoning application because such an agreement constitutes illegal contract zoning, which is an impermissible contracting away of its legislative police powers.
Facts:
- Morgran Company, Inc. (Morgran), a real estate developer, sought to develop 437 acres in Orange County into a primarily residential, mixed-use land development.
- The property was originally zoned agricultural, requiring an amendment to Orange County's Comprehensive Policy Plan (CPP) and rezoning to the Planned Development (PD) classification.
- Orange County's Board of County Commissioners approved the CPP amendment in November 1998.
- Following the CPP amendment, Orange County and Morgran entered into a "Developer's Agreement" where the County agreed to adopt the CPP amendment and "support and expeditiously process" Morgran's rezoning application.
- In exchange for the County's agreement, Morgran agreed to donate 50 acres to Orange County for a park once the rezoning was accomplished.
- Morgran submitted its application for rezoning on March 8, 2000.
- Orange County subsequently issued an edict that it would reject development requests for rezoning in areas where the County School Board considered schools to be overcrowded.
- Orange County then affirmatively advocated the denial of Morgran's rezoning application, contrary to the Developer's Agreement.
- The Board of County Commissioners ultimately denied Morgran's application for rezoning.
Procedural Posture:
- Morgran Company, Inc. sued Orange County in a trial court for breach of contract and promissory estoppel.
- The trial court dismissed Morgran's complaint with prejudice.
- Morgran appealed the trial court's dismissal of its complaint to the District Court of Appeal of Florida, Fifth District.
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Issue:
Does a contract by a local government to "support and expeditiously process" a developer's rezoning application constitute illegal contract zoning, thereby impermissibly contracting away its legislative police powers, and can promissory estoppel be used to enforce such an agreement?
Opinions:
Majority - Griffin, J.
No, a contract where a county agrees to "support and expeditiously process" a rezoning application is invalid as illegal contract zoning because it constitutes an impermissible contracting away of its legislative police powers, and promissory estoppel cannot be used to enforce such an agreement. The court affirmed the dismissal of Morgran's breach of contract and promissory estoppel claims, finding that the agreement to "support and expeditiously process" the rezoning application effectively bound the County's discretionary legislative power. Citing Hartnett v. Austin and Chung v. Sarasota County, the court reiterated that a municipality cannot contract away its police powers. The court rejected Morgran's argument that there is a distinction between an obligation to support and an obligation to approve, stating that such a distinction is "too fine" and would render any subsequent hearings a "pro forma exercise." The court also found that a clause stating the rezoning process is subject to county ordinances and regulations does not cure the problem. Furthermore, the court held that promissory estoppel cannot be applied against a governmental entity to accomplish an illegal result or to enforce a contract it had no power to execute, as established in Branca v. City of Miramar. However, the court reversed the dismissal with prejudice in part, remanding the case to allow Morgran one more opportunity to amend its complaint to state a different claim or seek a different remedy.
Analysis:
This case reinforces Florida's strict stance against contract zoning, even when the contractual language attempts to create a nuanced distinction between 'supporting' and 'approving' a rezoning. It serves as a strong warning to developers and local governments that any agreement which appears to bind the government's future, discretionary exercise of its police powers regarding land use will likely be deemed void. The ruling clarifies the scope of illegal contract zoning, indicating that even promises of procedural support, if they compromise independent governmental decision-making, are impermissible. This can make long-term development agreements challenging to structure in Florida, requiring careful drafting to avoid unlawfully constraining governmental discretion.
