good morning your honour's counsel my name is greg legler i am an assistant illinois attorney general and i represent the defendant appellant director of the illinois department of central management services in this matter  reverse the judgment below for three reasons first state building venture s p v is collaterally a stopped from claiming that the circuit court had jurisdiction subject matter jurisdiction to entertain its claims second so often immunity in fact bars as bibi's contract claim against the state from the jurisdiction of the court and third under the statute under section four zero five slash three fifteen a action against the state that the corps is without jurisdiction to entertain the court of claims to accept an eight b provides that all claims against the state founded upon any contract entered into with the state are within the exclusive jurisdiction of the court of claims f b v's claim is both against the state and founded upon a contract taking the second half of that first as previous claim is clearly founded upon a contract by this action s p v seeks a determination of three new or rights under the lease the parties relationship is defined by the lease the contract in this case without this contract there would be no relationship between the state and s p v the dispute boils down to whether the least provides for automatically new rules for the thompson center right contract rights is still a claim founded upon a contract entered into with the state section three fifteen a as would simply not be relevant if it were not for the fact of the lease if it were exception of the or the perspective in junk to release relief exception applies to this case to prevent the operation of softening the interview but there are a couple problems with that to satisfy the officer see the exception to elements need to be met first there has to be a claim that a state actor has acted in excess of delegated authority and second that the plaintiff is actually seeking prospective injunctive relief taking the second part of that first appeal they say we are not seeking any order enjoining the state to do anything is simply no claim for prospective injunctive relief here additionally this is not simply a case of director of c m s has the authority to enforce the lease provisions in enforcing these contract terms the director understood the renewal provision to require a best interest of termination at most this is a mistake in interpret the contract but the interpretation of a contract was well within the directors that broad delegated authority so instead of a case where the director is acting outside of any authority b the contract the director is acting within his authority in construing the contract at most there's an allegation that he's made a mistake in the exercise of that delegated authority but a mistake in the exercise of that delegated authority under p h l and under the supreme court's larsen case that ph i was quoting for that proposition a mistake in the exercise of delegate delegated authority is not sufficient to circumvent soffer immunity or mistake in exercising his delegated authority not that he is undertaking some action that he that is without his authority entirely along these lines of speech he tries to get around their perspective injunctive relief question clearly by stating that we're not seeking damages here we don't have a damages claim but that doesn't remove the action from being a present a nation has to be made s p v has specifically alleged that it already has been damaged by that by that interpretation as b v specifically ledged that it continues to be damaged by th s p v has alleged that there is a president clearly a president dispute under the contract that has already damaged it just saying well we don't see we don't seek monetary damages for that claim is not enough to transform it into something else or remove from the present claim exception indeed in p h l in their present we can hotels case that wasn't a claim for monetary damages that was a claim for specific performance under a contract for these reasons the authority that s b v relies on the biomedical case biomedical laboratories case sent park and landfill are distinguishable and biomedical laboratories as opposed to the situation here the plaintiffs allege that the director of public aid did not have the statutory authority to suspend their participation and that medicaid program that wasn't that the director of public aid could make a decision one way or the other as to whether or not to terminate their participation simply made a mistake it's that the director was wholly without that authority to terminate their participation as opposed to here where the director of c m s has the authority to enforce the lease terms but at most has made it as allegedly made a mistake as to what those of these terms mean moreover biomedical was not a contract claim the landfill case similarly the plaintiff in that case so it injunction preventing an administrative proceeding it's all prospective injunctive relief stopping the it when i push control board from holding a hearing concerning a permit and that case the plaintiff alleged that the push control board did not have the delegated authority to issue the rule that provided for the hearing that they sought to not involve a contract entered into with the state it was not have it did not have the broad terms of section eight b of the court of claims act providing that all actions on contracts entered into with the state all contract claims against the the ministry to procedure act it's not that the director of public aid made a mistake in an exercising some part of his authority some part of his autho that he had it's that the director simply did not have the authority to provide for the new reimbursement rates through rule outside of the confines of the administrative procedure act and once again that was not that the directed me enter into a fifteen year lease plus renewals subject to renewables and that the release is are subject to the best interest of terminations that phrase that the leases are s subject to rules the general assembly's act of doing so and keeping that fifteen year term in there has to be an effect we need under statutory construction principles we need to give effect to that term why would the general assembly keep the fifteen year term in there and stuff striking it and making it the possibility of sixty years or however long the state would choose that's because the general said we did not want to see or get away upside do away with the requirement that the state make sure and sure that the lease of a specific property is is in the best interest of the state by keeping that fifteen year term in there that indicates that the general shows that the general assembly intended the state to make its initial determination and they said like at the time of the contract you can go ahead and make a determination of the messenger the state for a fifteen year term and that's extraordinary only two buildings only two public buildings are allowed to have that fifteen year term all the other ones are four or five years but the general assembly which guards zealously guards this leasing of state property and  the requirement that it be subject to the best interest analysis that ok you can have fifteen years for this building and yes we'll give you more you can enter into renewables but instead of just simply saying that you can  general so we obviously don't want to put the director in the position of saying that ok for the next sixty years this is the best interest of the state that's why the general assembly maintain the fifteen year provision what that means that and read in conjunction with the initial paragraph which provides that the paragraph of three fifteen day which provides for the five year the general five year lease term which is what other renewable periods are what that means reading those two sections together is that the general assembly intended the best interest of terminations to be on growing every five years if the general assembly hadn't intended that it simply could have stricken the initial fifteen year term and provided that the state could enter into a lease of up to sixty years or up to one hundred years or anything like that by maintaining the fifteen year lease term the general assembly intended that intended the director of  check in it again and again and again to ensure that the lease continues to be in the best interest of the state or that each renewable which would be an effective entry of a new lease that's going to say in terms of the new moved right and didn't they merely indicate that if a case was properly brought it would go before the court of claims so my question time running out is as in this court indicated that for purposes of a final when it's a moot when the decision is predicated on moving as but directors argument though is that there were two parallel rulings looking at the transcript of the argument the parties were simultaneously arguing  court suggested that if after finding moves that if the dispute arose later the proper avenue would be the court of claims right then they do that after a finding of moot just even by saying if this dispute see me and then the court said if this comes up again i would suggest that this belongs in the court of claims at that point the court then said i therefore dismissed this matter and reading the course line of thought in there and keeping in mind the fact that court has to be you know constantly be you know assured of its own jurisdiction to entertain a case and the threshold nature of the subject matter jurisdictional question pos conditional sentence but that doesn't is the director's vision that that doesn't take away from the fact that for these reasons your honor we ask that this court reversed the judgment below thank you very much me please the court my name is steve weiss and along with my associate leslie smith i represent state building venture the plaintiff in this case counsel before you get going you might take you back to where he left off her response to justice thomas he was mr linger said there were so could you please distinguish that there was one ruling and that was moot nests and then as justice thomas suggested the court suggested that if there were a later lawsuit that might go before the it had to be a suggestion well there's two reasons first once the court found that it was moot there was really no reason to go into and in fact the court couldn't go into any other issue of sovereign immunity and the second reason is that in terms of a next lawsuit a separate lawsuit later on the court at that time judge mackey couldn't really know what the allegations of that lawsuit would be so we would be impossible really to make a definitive ruling that a subsequent lawsuit would have to go before the court of claims i would like to before i get into the regular thing i want to address one issue that was raised by counsel this is not a case about whether the lease provides automatic renewals there is no dispute whatsoever about what the lease itself says it's absolutely clear it says there's an additional term of fifteen years and then there are nine automatic renewal so nobody is arguing over what the language of the lease says it's an argument about what the statute s lawsuit bars the case and the interpretation of the enabling statute although counsel addressed mostly those technical arguments about whether we should even be here i would like to start with the the ultimate question of the interpretation of the statute c m s interprets the statute to require that the director really examine the lease terms every five years first that the  m s or the director examine the terms of the lease at the inception and then in addition to that that every five years even though there's an automatic renewal that they reexamined to determine whether it's in the best interest of the of the state this is erroneous for three reasons one is the plain language of the statute the second is the one nine hundred eighty three amendment to the statute and the third is the difference between the statute for the thompson center and the statutes for it in the blended building or any of the other buildings first c m s agrees that the statutory construction is best a turban from the plain ordinary meaning of the language used in the statute the plain language here is that c m s can enter into a lease for fifteen years subject to renewals if the legislature intended to limit the lease to fifteen years it would not have said that the state could enter into a lease is of fifteen years in one nine hundred eighty three the amendment added those words subject to renewals the only other change at that time was a description of the premises so the legislature obviously intended something when it added the words subject to renewals and we can tell that the legislature intended to expand the lease term by comparing this natural with  language exactly the same so as a after the amendment you have a limit building terms not to exceed fifteen years from center terms not to exceed fifteen years subject to renewal so it's clear that the legislature intended for there to be a difference but they have the opportunity at the beginning of the lease and it's our position that what the statute means is at the beginning of the lease the director makes a determination whether the lease as a whole including all of its terms including any renewal terms is in the best interest of the state sixty years a lot could happen in sixty years with no opportunity interpretation yes but the director has to make that determination at the initiation of the leaks the director could have said well fifteen years plus all these automatic renewals that's not in our best interest because we should be able to look at it every five years but that's not what the director decided and nobody is arguing whether the director was right or wrong in making that initial right we're saying the statute allows that type of decision by the director the statute says the director can look at the lease at its inception and that's and that's absolutely correct because there's no provision in the statute for these subsequent kind of renewals and the reason why this all makes sense is that this was empty space and it was a lot of space and c m s wanted to lease the space but it didn't want to spend the ten million dollars or so that would be necessary to build it out so they needed somebody who was willing to put ten million dollars and nobody was willing to put in ten million dollars if all they were going to have was a fifteen year lease was explained to the state the director went and had the statute amended to allow for this broader longer lease and it's also supported by the way the parties treated the lease for the twenty years or so after the lease was entered into the parties all treated it as i was fifteen years plus nine automatic renewals there was a memorandum of lease signed by the director there was a letter the director there was an amendment to the memorandum of lease all of those documents signed by the director subsequent to the lease all confirmed that it was a sixty year lease so that's the way the parties understood is interpretation on the other hand doesn't really make sense because their interpretation is that the statute requires the director to look at it at the beginning and look at it every five years to determine whether it's in the best interest the problem with this argument is that the language when in the judgment of a i'm sorry when in the judgment of the director such leases will be in the best interest of the state that was in the statute before the amendments so it's clear that that language when in the judgment of the director was relating to the initial time period and not to the subsequent renewals when the subject to renewals was added everything else stayed the same the legislature didn't say the judgment of the director such leases or renewals would be in the best interest of the state that would have had to be added in order to get the reading that c m s is arguing for and even that might not have been enough  probably would have had a say when the judgment of the director such releases or renewals will be in the best interest of the state at the time of those subsequent renewals and it clearly doesn't say anything along those lines c m s argues that no words should be rendered meaningless but under its own interpretation the word subject to renewals are completely meaningless and superfluous because under c m s is interpretation the thompson center language is no different than the blending building language c m s also argues that provision shouldn't be added in its brief it argues this but that's exactly what its interpretation would require would require additional language in the statute that just isn't there cmos is interpretation would also mean that this applies this being able to re examine the lease at every renewal under see a messenger patient that would apply to every lease that c m s enters into regardless of whether it's fifteen years or five years because under their rationale of what the statute means when they say that the director can be examined every renewal that would equally apply to up five year lease with a three year renewal or a one year lease with a one year renewal and first it's not a position they've ever taken anywhere else and it just doesn't make sense also raises some issues about the legislative history here first cmos admits that if it's an ambiguous the court should not go to legislative history and we believe the statute is unambiguous and therefore the legislative history is not really relevant building venture to obtain financing for the bill about the record reflects that that would require a sixty year lease not a fifteen year lease in response to questions about the length of the lease representative also stated that the a member would allow quote a fifteen year option with a renewal option at that time and quote and when the amendment was introduced to the senate senator breaux said that the amendment quote provides that leases shall be subject to renewal after the fifteen year limit has expired this is necessary for the purposes of leasing the commercial space representative also it also said that least quote that lease meets with the terms of the normal central management leasing of fifteen years with the additional caviar that it is subject to renewal this was put in place because of the finance financing package so while we don't think the legislative history should be looked at for just statutory interpretation even if it is it is not it does not contradict the plain language one last word on the interpretation c m s has argued that the fact that the statute uses the plural leases rather than the word lease is shows that the is the director gets to look at it at each were new all that makes no sense whatsoever first of all the word leases plural was in the statute before the amendment so it clearly cannot be referring to the renewals the reason the plural is there is that the statute both before and after the amendment says that the director can lease portions or all of the space so that means there can be multiple leases it doesn't have to be one lease for the entire space there can be multiple and that's why it refers to leases as opposed to lease c m s is argument on sovereign immunity is that this is a breach of contract suit which they repeatedly in argument as well as in their brief argue that s p v is seeking a determination of its rights under the lease the problems with this argument first s p v does not allege a breach of contract second it does not seek a declaration of it's a rice rights under the lease or even that it has a right to automatic third the order appealed from does not find a breach of contract at any time do you does opposing counsel have to show that it really is a breach of contract action for applies therefore they have to show that it's a present claim against the state and in order for it to be a present claim against the state it has to be a breach of contract claim i mean that's kind of loosely said but it but basically it has to be a claim founded on a contract in order for it to be a present claim against the safe and that's their burden to show that you disagree with justice often that this is the clerics are really  don't think so because just because it's a declaratory relief that we're seeking and there's a contract involved is not sufficient and i think in a sense that's really what judge hoffman found he said they're seeking declaratory relief and there's a contract involved here well there is in the background it's not the relief that we're seeking and it's not what we're asking it's not what we asked the court to decide and in fact declaratory judgment based on the director's interpretation of the statute because that's what they say gives them these rights they're not saying that the lease says you can't have a long term lease or that it requires a reexamination they're saying the statute requires that and that if you look anywhere in their brief you'll see that they're always arguing that it's the statute that gives them this right to re examine the lease that's why the contract isn't really the thing that's an issue in fact judge mason explained exactly what she was ruling on she said quote i'm not looking at the parties lease i'm not looking at enjoining a breach of the contract i'm looking at she dismissed those claims because those would have required sovereign immunity would have applied there and she held the statutory construction one because that's the one that she said some immunity does not apply to that that this action is about a current contract with the state there are no use talking about the statute but obviously the relief you're going to eventually request is what under this country  not necessarily the relief that we are going to request has been requested and granted which was a declaratory judgment explaining what the statute means there's been no breach of the lease and we have not asserted a breach of  only have another minute or so but i think the most telling fact as to what happened here what was being addressed is the order itself that was entered because the finding was the court finds that twenty i o c has four or five unambiguous lee authorizes leases of a commercial space at the times and center for terms of fifteen years subject to renewals when the judgment of the director at the time of entering that lease including renewals will be in the best interest of the state and method director has no discretion to exercise his or her judgment at the time of each individual renewal the lease isn't in there that would apply to any lease it's not based solely on our lease and it's not telling it's not telling the state or the director what he or she can or cannot do it's not forcing them to do anything it's not saying you can't breach the lease so what we have here is exactly what we're supposed to have we have a declaratory judgment as to what the statute means mr weiss are the statutory terms incorporated as part of the lease contract loosely i would say yes but not in the way that c m s argues it i don't know what loosely means well is it is it a terminal lease or is state it is not are you just want to know if it's there i don't think it's really a term of the lease i think all contracts are governed by you know other statutes but there's multiple cases that we cite in the briefs where there was a contract that would have the same statutes that are involved in it where they still said sovereign immunity does not apply against the state which would be an official capacity claim or something that takes it out of you know an individual or an officer acting in excess of authority founded upon any contract entered into with the state of illinois and does not say every breach of contract claim it says all claims founded upon a contract that means that there can be claims that are founded upon a contract that are not styled a breach of contract claim that still fall within the exclusive jurisdiction of the court of claims would it matter that this wasn't even addition here i mean a declaration that the director has made a decision at the beginning rather than at the end of each  with our having entered into a contract the statute is meaningless the statute is a relevant to s b a must they have this contract the reason they want an interpretation  contract so who is it's not possible to just say well we're just looking at a statute not a contract they're not if you just look at the states you without a kind of there is no standing there is no point it's a purely advisory opinion that doesn't matter to anybody for deemed or a legally punitive contract provision the statute is part of the contract the parties the law presumes that the parties would have written all that language into the contract they didn't need to there's a statute that that says so your point would be that the in the briefing argue that that's a very you know dangerous proposition a very broad proposition but it's not this is a rare case this is a rare case it's not every case that a state you would be deemed to be a contract provision here it is it's not every case that your definition or how you define or characterize a case as one founded upon a contract or not is relevant and that's a very rare case where you know in most cases it doesn't matter whether it's a claim founded upon a contract or statutory interpretation case it does here why because of solvent immunity and put into the court of claims that's a very small subset of possible cases but the court of claims is certainly capable of construing statutes record things isn't limited only to you know just common law determinations if it is part of its function construe statutes and this is what the general assembly and tended when it provided the broad statutory provision in a b the court claims act that said all claims against the state founded upon any contract not just beach or country claims but all came standard upon a contract clearly that could involve the court of claims interpret a statute from say if there's a statute you don't have to write in the terms of the statute in your contract we presume that they're there without the parties having to write that man but they were not explicitly written in your honor you're correct stop a would apply and because our view is that those are equally viable alternative holdings either one would suffice turning to the stick the actual interpretation of section three fifteen a as for a moment is subject to special rules the general assembly has limited substantially the building of the state entering to lease a property it has put the best interest of the state requirement into provisions those don't exist outside of state property which don't exist between private parties state property is subject to special rules that doesn't mean though that when a party comes for the general believe you are indicating nobody can look at a lease at the beginning of a six year term and make a reasoned decision that for the next sixty years this is going to be in the best interest of the state in one thousand nine hundred four making that determination even up to estoppel claim the stop a claim against a state that would be used was dismissed by the court below and has not been appealed that's really been taken off the table you know in so far as that would impact the analysis of the lease that's true at the same time having a right to renew all sixty best interest determination places in the the lessee in a better position right but having to renegotiate a lease may be subject to bidding and other state requirements six seven three