Greater Fourth Street Associates, Inc. v. Smithfield Township

In Greater Fourth Street Associates, Inc. v. Smithfield Township, 816 A.2d 388 (Pa. Cmwlth. 2003), upon which Plaintiff relies, the Commonwealth owned 116 acres of undeveloped land in Smithfield Township, Huntingdon County. In 1997, the General Assembly authorized sale of the property to the township. The township subsequently created STEDCO, a nonprofit economic development corporation, to act as the township supervisors' alter ego. The township supervisors created STEDCO to acquire real estate, to lessen the government burdens in developing and restoring properties, and to create jobs, augment the tax base, and protect public investment in the township's infrastructure. The township supervisors acted as STEDCO's board of directors, and the township's solicitor and secretary performed similar duties for STEDCO. The township supervisors passed a resolution assigning its purchase rights in the property to STEDCO, and the Commonwealth and STEDCO entered into a sales agreement. Greater Fourth Street filed an equity action alleging the Commonwealth could sell the property only to the township. As a result, the Commonwealth terminated its sales agreement for the property with STEDCO and entered into a sales agreement with the township. The township subsequently transferred its ownership rights to STEDCO. Without meeting the requirements of Section 1503, STEDCO eventually sought bids and awarded a contract for the purchase and development of the property to a third party. Greater Fourth Street filed a declaratory judgment action in common pleas court, alleging the township's transfer of property to STEDCO violated Section 1503 of the Township Code. The court denied declaratory relief. It determined STEDCO was a legal entity to which the township could transfer the property without public notice and bidding. On appeal, this Court reversed. The Court reviewed the transaction as a whole and concluded STEDCO acted merely as a straw party to the transaction in order to allow the township to avoid Section 1503. The record in Greater Fourth Street revealed the township required simultaneous closings between itself, the Commonwealth and STEDCO because the township lacked the necessary funds to purchase the property. In other words, the developer's purchase money merely passed through the township on its way to the Commonwealth. The Court held the township could not use this process to circumvent Section 1503 of the Township Code.