M-K Engineering Co. v. Alaska Power Authority

662 F. Supp. 303
CourtDistrict Court, D. Alaska
DecidedMay 12, 1986
DocketNo. A85-307 Civil
StatusPublished
Cited by1 cases

This text of 662 F. Supp. 303 (M-K Engineering Co. v. Alaska Power Authority) is published on Counsel Stack Legal Research, covering District Court, D. Alaska primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
M-K Engineering Co. v. Alaska Power Authority, 662 F. Supp. 303 (D. Alaska 1986).

Opinion

ORDER

HOLLAND, District Judge.

In July of 1980, the Alaska Power Authority (herein “the APA”) entered into a contract with International Engineering Company, Inc. (“IECO”), a wholly-owned subsidiary of Morrison-Knudsen Company, Inc. (“M-K”), for the design and construction management of the Tyee Lake hydroelectric project. A subsequent amendment of that contract embodied an agreement between IECO and M-K under which management of the project was transferred to M-K.

M-K filed suit in this Court in June of 1985 for breach of contract, failure to pay, promissory estoppel, and bad faith on the part of the APA.1 Pending before this Court is the APA’s motion to dismiss for lack of subject matter jurisdiction. The Court has considered the pleadings and heard the parties in oral argument.

[304]*304M-K bases its complaint in this Court’s diversity jurisdiction. Because the federal courts are of limited jurisdiction, there is a presumption against the exercise of diversity jurisdiction, and the party seeking to establish that jurisdiction bears the burden of pleading the citizenship of every party to the action. Naartex Consulting Corp. v. Watt, 722 F.2d 779, 792 (9th Cir.1983). No presumptive truthfulness attaches to M-K’s allegations, and the existence of disputed material facts will not preclude the trial court from evaluating for itself the merits of the jurisdictional claims. Thornhill Publishing Co. v. General Telephone & Electronics Corp., 594 F.2d 730, 733 (9th Cir.1979).

In arguing for dismissal, the APA asserts that this Court lacks subject matter jurisdiction over this dispute. The APA contends that it is an agency of the State of Alaska and that it cannot be a citizen of the state within the language of 28 U.S.C. § 1332, which confers jurisdiction over certain civil actions between citizens of different states. In what is basically the same argument, the APA also asserts that, as an agency of the state, it has eleventh amendment sovereign immunity and may not be sued by citizens of another state in federal court. M-K opposes dismissal by arguing that, since the APA is a public corporation with its own separate and independent legal existence, the requirements of the diversity statute are met because the APA is an Alaska citizen. By similar reasoning, M-K arrives at the conclusion that the APA is not protected by the eleventh amendment.

It is well established that a state is not a citizen for purposes of diversity jurisdiction; however, a political subdivision of a state, unless it is simply an arm or alter ego of the state, is a citizen for diversity purposes. Moore v. County of Alameda, 411 U.S. 693, 717, 93 S.Ct. 1785, 1799, 36 L.Ed.2d 596 (1973). It is equally clear that the eleventh amendment bars suits not only against the state when it is a named party, but also when it is the party in fact. The applicability of the amendment is to be determined not by the mere names of the titular parties, but by the essential nature and effect of the proceeding as it appears from the entire record. Scheuer v. Rhodes, 416 U.S. 232, 237, 94 S.Ct. 1683, 1687, 40 L.Ed.2d 474 (1974). For present purposes, the analysis of a state agency’s status is virtually identical whether the case involves a determination of citizenship for diversity jurisdiction or immunity from suit under the eleventh amendment. Tradigrain v. Mississippi State Power Authority, 701 F.2d 1131, 1132 (5th Cr.1983); Morrison-Knudsen Co. v. Massachusetts Bay Transportation Authority, 573 F.Supp. 698, 705 (D.Idaho 1983); DeLong Corporation v. Oregon State Highway Commission, 233 F.Supp. 7, 16-17 (D.Or.1964).

The basic question, then, is whether the state is the real party in interest. Federal law will control this analysis, but in making the determination of an agency’s status, a court in this circuit must pay particular attention to the statutory scheme creating that agency and the local case law delineating its functions. Jackson v. Hayakawa, 682 F.2d 1344, 1350 (9th Cir.1982); DeLong Corporation, 233 F.Supp. at 10.

In deciding whether the APA is a political subdivision of the State of Alaska and thus properly before this Court, or whether it is merely an arm or alter ego of the state against whom suit is barred, we are instructed to evaluate a number of factors. The most critical question is whether the APA has such independent status that a money judgment against it would not impact the state treasury. Jackson v. Hayakawa, 682 F.2d at 1349-50. Other factors include performance by the entity in question of an essential governmental function, its ability to sue or be sued, its power to take property in its own name, and the corporate status of the entity. Id. Yet another significant factor is the extent of the agency’s independent management authority as reflected in its power to make its own hiring decisions, enter into contracts, and engage its own counsel. Tradigrain, 701 F.2d at 1132.

The APA was created by the state legislature in 1976 as a “public corporation [305]*305of the state in the Department of Commerce and Economic Development but with separate and independent legal existence.” AS 44.83.020. Its purpose is to advance the welfare of the people of Alaska by providing a means of developing and operating power projects. AS 44.83.070. The powers of the APA are specifically delineated to include, among others, the following: to sue and be sued; to acquire, operate, and maintain power projects; to issue bonds; to transfer its real and personal property; to enter into contracts; to exercise the power of eminent domain; and to recommend to the legislature the issuance of general obligation bonds, an appropriation from the general fund, and various other transactions. AS 44.83.080. Its membership is constituted of three public directors appointed by the governor and confirmed by the legislature, as well as four other directors (the Director of the Office of Management and Budget and three commissioners of principal executive departments of the State of Alaska, themselves appointed by the governor), who serve solely at the pleasure of the governor. AS 44.83.030. The APA is subject to the provisions of the Executive Budget Act, AS 37.07.010-130. AS 44.83.210(a). The purpose of that act is to establish a comprehensive system for state program and financial management which furthers the capacity of the governor and legislature to plan and finance services provided by the state for its citizens. AS 37.07.010.

Within this broad statutory scheme and relevant case law, the Court discerns a far-reaching and extensive pattern of executive and legislative control over the operations of the APA sufficiently indicative of that agency’s close relationship with the state to remove it from the from the jurisdictional reach of the federal courts.

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662 F. Supp. 303, Counsel Stack Legal Research, https://law.counselstack.com/opinion/m-k-engineering-co-v-alaska-power-authority-akd-1986.