FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

EQUITY LIFESTYLE PROPERTIES, INC., 

f/k/a MANUFACTURED HOME

COMMUNITIES, INC., d/b/a SEA OAKS

MANUFACTURED HOME COMMUNITY,

Plaintiff-Appellant,

v.

COUNTY OF SAN LUIS OBISPO;

No. 05-55406 COUNTY OF SAN LUIS OBISPO RENT

REVIEW BOARD; SAN LUIS OBISPO D.C. No.

BOARD OF SUPERVISORS,  CV-03-00037-TJH

Defendants-Appellees, ORDER AND

and OPINION

ELIZABETH CISNEROS; MARY JANE

TATE; FRANK GRECO; IDA GRECO;

ROBERT MEYER; MARGARET MEYER;

ANNE MEYER; LOUISE MCMANUS;

LAVERNE JONES; WILLIAM SPURRIER;

JUNE SPURRIER,

Real Parties in Interest. 

Appeal from the United States District Court

for the Central District of California

Terry J. Hatter, Chief District Judge, Presiding

Argued February 7, 2007

Submission Deferred February 12, 2007

Submitted September 11, 2007

Opinion Filed September 17, 2007

Pasadena, California

Opinion Withdrawn November 25, 2008;

New Opinion Filed November 25, 2008

15735
Before: Cynthia Holcomb Hall, Diarmuid F. O’Scannlain,

and Consuelo M. Callahan, Circuit Judges.

Opinion by Judge O’Scannlain

15736 EQUITY LIFESTYLE v. SAN LUIS OBISPO
COUNSEL

David J. Bradford, Jenner & Block LLP, Chicago, Illinois,

argued the cause for the petitioner/plaintiff-appellants; Edith

R. Matthai, Steven S. Fleishman, Robie & Matthai APC, Los

Angeles, California, and Elliot L. Bien, Bien & Summers

LLP, Novato, California, were on the briefs. 

Henry E. Heater, Endeman, Lincoln, Turek & Heater LLP,

argued the cause for the respondents-appellees; Timothy

McNulty, San Luis Obispo County Counsel, San Luis Obispo,

California, and Donald R. Lincoln and Linda B. Reich, Endeman, Lincoln, Turek & Heater LLP, San Diego, California,

were on the briefs. 

ORDER

The opinion filed in this case on September 17, 2007 is

withdrawn. A new opinion is filed contemporaneously with

the filing of this order. 

The panel has voted unanimously to deny the petition for

rehearing. Judges O’Scannlain and Callahan have voted to

deny the petition for rehearing en banc. Judge Hall recommended that the petition for rehearing en banc be denied. 

The full court has been advised of the petition for rehearing

en banc and no active judge has requested a vote on whether

to rehear the matter en banc. Fed. R. App. P. 35. 

The petition for rehearing and the petition for rehearing en

banc are DENIED. Subsequent petitions for rehearing and

rehearing en banc may be filed.

EQUITY LIFESTYLE v. SAN LUIS OBISPO 15739
OPINION

O’SCANNLAIN, Circuit Judge: 

We must determine whether a municipal rent control ordinance survives a due process and equal protection challenge

or requires payment of compensation as a government taking.

I

A

On June 5, 1984, the County of San Luis Obispo adopted

a Mobilehome Rent Stabilization Ordinance (“Ordinance”)

pursuant to a voter initiative.

[The Ordinance sought] to protect the owners and

occupiers of mobilehomes from unreasonable rent

increases, while at the same time recognizing the

need of park owners to receive a suitable profit on

their property with rental income sufficient to cover

increases in the costs of repair, insurance, maintenance, utilities, employee services, additional amenities, and other costs of operation, and to receive a

fair return on their property. 

County of San Luis Obispo, Cal., Code § 25.01.010(c). The

Ordinance exempted “[t]enancies covered by leases or contracts which provide for more than a month-to-month tenancy,

but only for the duration of such lease or contract.” Id.

§ 25.03.010. The Ordinance established a Mobilehome Rent

Review Board (“Board”) consisting of members “not connected with the mobilehome rental housing industry for their

personal gain.” Id. § 25.04.010. The Board’s powers and

duties included the right “[t]o increase or decrease maximum

rents upon completion of its hearings and investigations.” Id.

§ 25.05.010. The Ordinance prescribed a base rent at “the

monthly space rent as of December 31, 1982,” allowed a

15740 EQUITY LIFESTYLE v. SAN LUIS OBISPO
“maximum monthly space rent [to] be increased no more than

once a year by an increase over the then existing space rent

equal to sixty percent of the cost of living increase,” and forbade owners to “demand, accept or retain a rent . . . in excess

of the maximum permitted by this chapter.” Id.

§§ 25.06.010(a)(1), (b), (d). Upon a transfer of mobilehome

ownership, the Ordinance allowed a rent increase of up to

10% of the prior monthly rent. Id. § 25.06.011. In addition,

the Ordinance included a “hardship exception” so that the

Board could approve rent increases above the normal maximum in the case of extraordinary expenditures and costs that

would preclude “a just and reasonable return on [the] property.” Id. § 25.07.010. 

B

Manufactured Home Communities, Inc. (“MHC”), now

known as Equity Lifestyle Properties, Inc., is a public company. MHC created an Operating Limited Partnership

(“OLP”), which has acquired several mobilehome communities and resorts from original owners in exchange for limited

partnership assets. The partners of OLP, including MHC and

its limited partners, receive revenue from these assets.1

In 1997, acting on behalf of OLP, MHC purchased the Sea

Oaks Manufactured Home Community in Los Osos, California (“the Park”). OLP maintains title ownership. MHC subsequently sought to impose rent increases on nine of the 126

mobilehome lots in the Park.2

On March 26, 2002, MHC (holding itself out as the parkowner) gave notice to the Park tenants that rent in the nine

lots would increase by an average 185%. The tenants protested that the Ordinance barred such rent increases, but MHC

noted that they had signed standard-form 12-month rental

1MHC is also the OLP’s general partner. 

2The tenants of the nine lots are the “Real Parties in Interest.” 

EQUITY LIFESTYLE v. SAN LUIS OBISPO 15741
agreements and stated that the Ordinance did not apply to

such leases. See County of San Luis Obispo, Cal., Code

§ 25.03.010 (exempting “[t]enancies covered by leases or

contracts which provide for more than a month-to-month tenancy . . . for the duration of such lease or contract”). 

To settle the dispute over the 185% rent increases, MHC

wrote the Board on March 29, 2002, asking for verification

that the Ordinance did not apply the nine lots at issue. On

May 22, 2002, the tenants in turn requested a hearing as to

whether the increases violated the Ordinance. They explained

that the previous Park owner had informed them that the

leases would be subject to the Ordinance and they relied on

that information in renewing their leases.

The Board accepted MHC’s representation that it was the

Park owner and gave notice of hearings, which it conducted

on June 3, July 15, and August 23, 2002. At the hearings, the

Board allowed both sides to present witnesses and to submit

limitless materials, but barred any cross-examination. The

Board concluded that MHC’s “twelve-month” agreements

were in fact month-to-month agreements covered by the rent

control Ordinance, for they included an undefined rent term

and permitted rent increases anytime upon a 90-day notice.3

MHC appealed to the San Luis Obispo County Board of

Supervisors on September 5, 2002, which affirmed the

Board’s decision on October 8, 2002. 

C

On January 3, 2003, MHC filed a Petition for Writ of

Administrative Mandamus in the Central District of California, based on federal question and diversity jurisdiction. See

28 U.S.C. §§ 1331, 1332, 1343(a)(3). The petition asserted

3The Board noted the fact that the prior and current resident managers

of the nine lots had treated the 12-month agreements as being subject to

the Ordinance. 

15742 EQUITY LIFESTYLE v. SAN LUIS OBISPO
federal claims under 42 U.S.C. § 1983 as well as California

law claims “within the pendent and/or supplemental jurisdiction of th[e] court.” See 28 U.S.C. § 1367. The petition challenged the administrative ruling, and the Respondents’ failure

“to declare their own ordinance unconstitutional under the

Fifth and Fourteenth Amendments.”

MHC subsequently filed a First Amended Complaint for: 

(1) Petition for Writ of Administrative Mandamus4

(2) Violation of the Fifth Amendment of the

United States Constitution (Takings Claim)5

(3) Violation of the Fourteenth Amendment of the

United States Constitution (Substantive Due

Process)6

(4) Violation of the Fourteenth Amendment to the

United States Constitution (Equal Protection)7

(5) Declaratory Relief8

4MHC sought the writ under Cal. Code Civ. P. § 1094.5, challenging

the Board for acting in excess of its jurisdiction, failing to give a fair hearing due to lack of adequate notice, harboring bias, failing to follow formal

rules of evidence, and lacking evidentiary support for its ruling. 

5This claim attacked the Board’s decision and the Ordinance for depriving MHC of the fair market value of its land without reasonable relation

to a legitimate public purpose. 

6MHC asserted substantive due process as an alternative ground for discerning a constitutional violation. 

7MHC asserted that it had been singled out for regulation. 

8The fifth claim sought declaratory relief for the reasons stated in the

prior four claims, alleging that the Ordinance constituted a regulatory taking without substantially advancing any legitimate public purpose,

effected a private taking, violated MHC’s substantive due process rights,

and denied MHC equal protection. 

EQUITY LIFESTYLE v. SAN LUIS OBISPO 15743
MHC sought damages and equitable relief from application of

the Ordinance. 

On November 9, 2004, the County moved to dismiss the

MHC’s First Amended Complaint under Fed. R. Civ. P.

12(b)(1) (lack of subject matter jurisdiction) and 12(b)(6)

(failure to state a claim upon which relief can be granted). The

motion contended that MHC lacked standing, that its asapplied takings claims and due process claims were unripe,

that its facial claims were barred by the statute of limitations,

and that its other constitutional claims offered no basis for

relief. In the alternative, the motion urged the court to “exercise Younger or Pullman abstention.” The district court

responded with the following order: “The Court has considered Defendant’s motion to dismiss the first amended complaint, together with the moving and opposition papers. It is

ordered that the motion be, and hereby is, granted. Date: February 22, 2005.” MHC now timely appeals this order.

D

Because abstention has been raised as an issue in this case,

we recount related developments in state court. Three days

after filing its petition in the federal district court, MHC filed

a Petition for Writ of Administrative Mandamus in the California Superior Court, asserting nearly identical claims as in

federal court. On November 5, 2004, the County—which had

not been served with the petition until October 7—filed a

demurrer arguing that MHC lacked standing. On January 4,

2005, MHC filed a First Amended Petition, containing the

same allegations as before, but explaining that MHC “controls

the actions” of OLP and “has a direct, pecuniary interest in

the amount of rent that can be charged at the property it has

an interest in, including the Sea Oaks park.” On October 19,

2005, the court overruled the demurrer. 

On December 7, 2005, MHC filed a Second Amended and

Supplemental Complaint in the state trial court, which mir15744 EQUITY LIFESTYLE v. SAN LUIS OBISPO
rored the claims in its First Amended Complaint previously

filed in the federal district court. The state trial court held that

MHC had standing and bifurcated the action as to the writ and

non-writ claims. The court denied the writ on July 26, 2006,

granted judgment on the pleadings for the County on the nonwrit claims on November 8, 2006, and entered judgment for

the County on December 8, 2006. MHC filed a state court

notice of appeal on January 23, 2007. The state trial court

judgment and appeal thus occurred after MHC had appealed

the district court’s order granting the County’s motion to dismiss.

II

The dismissal of a federal complaint requires de novo review.

9

We begin with the jurisdictional issue. MHC claims standing

based on its financial interest as a partner of OLP. In considering this claim, we must accept as true its assertion that

MHC lost revenue when the Board forbade OLP from

increasing rents by an average 185%. See Pennell v. City of

San Jose, 485 U.S. 1, 7 (1988) (“[W]hen standing is challenged on the basis of the pleadings, we ‘accept as true all

material allegations of the complaint, and . . . construe the

complaint in favor of the complaining party.’ ” (quoting

Warth v. Seldin, 422 U.S. 490, 501 (1975)). 

[1] The government disputes MHC’s standing because OLP

—not MHC—retains title ownership of the Park. But that

argument is too rigid: the application of standing requirements

9

See Carson Harbor Village, Ltd. v. City of Carson, 353 F.3d 824, 826

(9th Cir. 2004) (reviewing dismissal under Fed. R. Civ. P. 12(b)(1)); Miller v. Yokohama Tire Corp., 358 F.3d 616, 619 (9th Cir. 2004) (reviewing

dismissal under Fed. R. Civ. P. 12(b)(6)); Ross v. Alaska, 189 F.3d 1107,

1114 (9th Cir. 1999) (reviewing dismissal for want of ripeness); Santa

Maria v. Pac. Bell, 202 F.3d 1170, 1175 (9th Cir. 2000) (reviewing dismissal based on statute of limitations). In doing so, we assume the facts

alleged in the complaint to be true. See Carson Harbor Village, 353 F.3d

at 826. 

EQUITY LIFESTYLE v. SAN LUIS OBISPO 15745
must not be turned into a “mechanical exercise.” Allen v.

Wright, 468 U.S. 737, 751 (1984). Title ownership is not the

only form of interest that can support standing. We have

stated more broadly that “[p]ecuniary injury is a sufficient

basis for standing.” Fair v. EPA, 795 F.2d 851, 853 (9th Cir.

1986); see also Warth v. Seldin, 422 U.S. 490, 507 (1975)

(stating that standing exists where “unless relief from

assertedly illegal actions [i]s forthcoming, the plaintiff’s

immediate and personal interests would be harmed”). MHC’s

pecuniary interest in the Park is sufficient for standing and we

proceed to the merits.10

III

[2] MHC asserts two forms of takings challenges: a facial

challenge to the Ordinance itself, and an as-applied challenge

to the Board’s implementation of the Ordinance to the nine

lots in question. The County contends that MHC, even if

treated as the current owner, may not bring a facial challenge,

because MHC acquired its interest in the property after the

Ordinance was enacted. The Supreme Court’s decision in

Palazzolo v. Rhode Island, 533 U.S. 606 (2001), seems to

have rejected this view. Indeed, the Court expressly stated

that a regulatory takings claim “is not barred by the mere fact

that title was acquired after the effective date of the stateimposed restriction.” Id. at 630. However, our decision in

Carson Harbor Village, Ltd. v. City of Carson, counsels otherwise.11 37 F.3d 468, 476 (9th Cir. 1991) (“The price paid for

10The jurisdictional question of standing precedes, and does not require,

analysis of the merits. Standing “in no way depends on the merits of the

[ ] contention that particular conduct is illegal.” Warth, 422 U.S. at 500.

11However, the premise of Carson Harbor, that the purchase price

reflects the allegedly unconstitutional taking, was expressly rejected by

Palazzolo: “A law does not become a background principle for subsequent

owners by enactment itself.” 533 U.S. at 630. In fact, the Court in Palazzolo stated that where the State actor “could not have deprived the prior

owners” of the property right at stake “the prior owners must be under15746 EQUITY LIFESTYLE v. SAN LUIS OBISPO
the property presumably reflected the market value of the

property minus the interests taken. Carson Harbor has no

standing to assert facial claims based on the loss of the premium and the loss of the right to dispose of property.”) 

[3] Furthermore, a takings claim must still comply with

timeliness requirements. It must be filed neither too early

(unripe) nor too late (barred by a statute of limitations). In

Williamson County Regional Planning Commission v. Hamilton Bank of Johnson City, 473 U.S. 172 (1984), the Court

articulated a two-step analysis to determine whether a regulatory takings claim is ripe: (1) the underlying “administrative

action must be final before it is judicially reviewable”

12 and

(2) the claimant must have “unsuccessfully attempted to

obtain just compensation through the procedures provided by

the State.”

13 Id. at 192, 195. 

A

[4] MHC’s as-applied challenge satisfies the first prong of

the Williamson test based upon its first having sought a decision of the Mobilehome Rent Review Board and the subsequent affirmance by the Board of Supervisors. See

stood to have transferred their full property rights in conveying the lot.”

533 U.S. at 629 (quoting Nollan v. Cal. Coastal Comm’n, 483 U.S. 825,

834 n.2 (1987)) (internal quotation marks omitted). Nevertheless, we

decline to decide whether Palazzolo has overruled Carson Harbor because

such a ruling is not necessary to our disposition and the issue was not

directly briefed or argued by the parties despite the apparent irreconcilability of the cases. 

12This requirement applies only to as-applied challenges. Hacienda Valley Mobile v. Morgan Hill, 353 F.3d 651, 655 (9th Cir. 2003) (“Facial

challenges are exempt from the first prong of the Williamson ripeness

analysis because a facial challenge by its nature does not involve a decision applying the statute or regulation.”). 

13This requirement must be satisfied in order to bring either an asapplied or a facial challenge. 

EQUITY LIFESTYLE v. SAN LUIS OBISPO 15747
Manufactured Home Cmtys v. City of San Jose, 420 F.3d

1022, 1035 (9th Cir. 2005) (stating that the claimant “pursued

its general rate increase claims through the administrative process provided by the Ordinance” and thus “fulfill[ed] the first

prong of the Williamson County test for MHC’s takings

claims related to a general rate increase”). 

[5] However, MHC has not satisfied the second requirement of the Williamson test, because it has not attempted to

obtain relief through the state procedure designed to provide

compensation for rent control losses. In a 1997 decision, the

California Supreme Court established a procedure by which

a party injured by a government taking could seek compensation. See Kavanau v. Santa Monica Rent Control Bd., 941

P.2d 851 (Cal. 1997). The procedure required “[a]n adjustment of future rents that takes into consideration past confiscatory rents,” id. at 866, giving homeowners harmed by

regulatory takings a means to obtain “just compensation

through the procedures provided by the State,” Williamson,

473 U.S. at 195. 

[6] Unless a complainant has sought relief through a

Kavanau adjustment, he cannot file a federal complaint

objecting to an uncompensated taking by the state. See Manufactured Home Cmtys, 420 F.3d at 1035-36 (dismissing as

unripe a complaint filed without first seeking a Kavanau

adjustment); see also Carson Harbor Village, 353 F.3d at 830

(O’Scannlain, J., concurring specially) (dismissing a complaint because the injured party had made “no effort to seek

compensation for an alleged taking through a writ of mandamus and a Kavanau adjustment”). 

MHC then seeks to avoid the rule that “a plaintiff cannot

bring a section 1983 action in federal court until the state

denies just compensation,” Levald, Inc. v. City of Palm

Desert, 998 F.2d 680, 687 (9th Cir. 1993), by arguing that a

Kavanau adjustment procedure could not offer adequate compensation. Here MHC relies on a narrow exception to the sec15748 EQUITY LIFESTYLE v. SAN LUIS OBISPO
ond prong of the Williamson test, which allows a claimant to

bypass state procedures if such procedures are shown to be

“unavailable or inadequate.” 473 U.S. at 197. This exception

applies only if a party has already “utilized” state procedures

and has shown pursuit of such remedies would be futile. 

MHC contends that the exception should apply to the

Kavanau adjustment procedure, because Kavanau adjustments only provide for an increase in future rents, and do not

require landowners to be compensated for rent lost prior to or

during the course of the litigation. Although MHC admits that

the Kavanau court addressed this concern by pointing out in

dicta that a landlord could “seek[ ] a stay of that regulation

during litigation,” Kavanau, 941 P.2d at 866, MHC contends

that California courts never grant such stays. To prove this

point, MHC offers only the declaration of Anthony Rodriguez, “an experienced mobilehome park attorney,” who

believes that seeking a stay would be futile given his “personal knowledge” of “at least four cases” in which California

courts denied such stay requests. 

We are not impressed by this single declaration and have

considered the state decisions on the issue more closely. “The

futility exception is narrow, and mere uncertainty does not

establish futility.” Manufactured Home Cmtys, 420 F.3d at

1035. “Although the facts alleged by a plaintiff are assumed

true under a motion to dismiss, this court need not accept

baseless allegations as proof of futility . . . . MHC’s [ ] allegations, at best, produce uncertainty and uncertainty does not

equal futility.” Id. 

California law requires that Kavanau adjustments include

losses incurred during the review process. The California

Supreme Court explained this requirement four years after

Kavanau, expressly clarifying that “the substantial legal and

administrative costs attributable to the rent review process

. . . should be properly included as expenses when calculating

the proper rent readjustment [under Kavanau].” Galland v.

EQUITY LIFESTYLE v. SAN LUIS OBISPO 15749
City of Clovis, 16 P.3d 130, 147 (2001). The Galland decision

ensures that state authorities apply Kavanau in a manner that

provides compensation for losses occurring during litigation.

For that reason, the California Supreme Court rejected the

argument now made by MHC— that a Kavanau adjustment

would not provide adequate compensation and therefore that

a party need not seek such remedy before filing a federal

complaint. See id. at 148 (reversing the court of appeals,

which had held that a party need not pursue a Kavanau adjustment prior to filing a § 1983 claim and that a Kavanau adjustment anyway would have been inadequate). Under California

law, a Kavanau adjustment “may not arbitrarily exclude the

reasonable expenses of seeking legitimate rent increases.” Id.

at 147. 

California rent control authorities tasked with making

Kavanau adjustments have applied the rulings of the California Supreme Court to address potential revenue lost during litigation. Although we have found no published case in which

a California court granted a stay pending a Kavanau adjustment, rent control authorities have used alternative means to

ensure that Kavanau adjustments allow property owners to

recoup compensable losses incurred during litigation. For

example, in one ruling, a city council applying Kavanau overturned a rent control board decision that denied a rent

increase; the city council then ordered that the rents be

adjusted not only to avoid future losses but to compensate for

revenue opportunities lost during the review process. See City

Council of the City of Concord Mobilehome Rent Review

Board, Res. No. 05-56, at 7 (Aug. 2, 2005). In another decision, a local rent stabilization board granted rent increases to

compensate for losses incurred due to the application of a rent

decision that was later overturned. See Carpinteria Mobile

Home Park Rent Stabilization Board, Res. No. 5031, at 5

(Dec. 6, 2006). 

These alternative approaches enable parties to seek adequate compensation from the state. We reject MHC’s argu15750 EQUITY LIFESTYLE v. SAN LUIS OBISPO
ment that “a Kavanau adjustment is not an effective remedy

unless the park owner successfully stays enforcement of the

applicable rent control ordinance pending the outcome of the

litigation.”

14 Although a stay might be useful to avoid losses,

retrospective compensation also ensures that a property owner

does not suffer from unwarranted revenue losses incurred during litigation. We will not second-guess the specific procedures California has chosen to use, so long as the methods

provide just compensation. 

[7] We thus conclude that California’s creation and implementation of the Kavanau adjustment process provides “an

adequate procedure for seeking just compensation, [and] the

property owner cannot claim a violation of the Just Compensation Clause until it has used the procedure and been denied

just compensation.” Williamson, 473 U.S. at 195. Because

MHC did not seek such compensation, its as-applied challenge to the Board’s decision was unripe and the district court

properly dismissed that aspect of the claim. 

B

The futility analysis differs with respect to MHC’s facial

takings claim.

14However, we express some concern that the state’s procedure may

place an unjust burden upon future tenants in order to ensure the just compensation of the landlord, by shifting the financial responsibilities of earlier tenants to later ones. See Carson Harbor Village, 353 F.3d at 830

(O’Scannlain, J., concurring specially) (“I write separately to express my

concern that California’s procedures may not provide ‘just compensation’

because the burden of compensation falls not on the government as the

representative of the benefitting general public, but on a select group of

future tenants.”). But because this concern does not affect a property

owner’s claim of adequate compensation, it need not be addressed further

in this appeal. 

EQUITY LIFESTYLE v. SAN LUIS OBISPO 15751
1

[8] Following our precedent in this area, Carson Harbor

Village, Ltd. v. City of Carson, 37 F.3d 468 (9th Cir. 1991),

we measure the actionable taking as having occurred in 1984,

the time the Ordinance was enacted. At that time, California

had no damages remedy for regulatory takings. See Schnuck

v. City of Santa Monica, 935 F.2d 171, 173 (9th Cir. 1991)

(“Prior to the Supreme Court’s decision in First English

Evangelical Lutheran Church [482 U.S. 304 (1987)] we . . .

excused such failures in California because California provided no remedy in damages for a taking by a regulatory ordinance, but gave only injunctive or declaratory relief.”). It was

not until 1987, when the Supreme Court “held California’s

denial of a damages remedy unconstitutional,” that California

courts began to provide damages remedies for regulatory takings. Id. Because no adequate state remedy was available in

1984, when the ordinance was enacted, MHC need not fulfill

the second prong of Williamson in order for its facial challenge to be ripe.

2

[9] However, under Carson Harbor, MHC’s facial takings

claim fails for lack of standing because the injury is treated

as having occurred to the previous landowner.15 See Carson

15Therefore, we do not have jurisdiction over this portion of MHC’s

claim. As stated above, because MHC did not directly address whether

Palazzolo, 533 U.S. at 606, has altered our standing precedent, we decline

to reach the question today. Further, MHC erroneously interprets the

Supreme Court’s decision as eliminating any statute of limitations requirement. While 42 U.S.C. § 1983 does not specify a statute of limitations, the

Supreme Court has instructed federal courts addressing § 1983 personal

injury claims to follow the statute of limitations of the state in which the

challenged action occurred. See Wilson v. Garcia, 471 U.S. 261, 276

(1985). Here, the applicable rule can be found in Cal. Code of Civ. P.

§ 340(3) as codified in 1984, which set forth a one-year statute of limitations. 

15752 EQUITY LIFESTYLE v. SAN LUIS OBISPO
Harbor, 37 F.3d at 476 (a subsequent landowner “has no

standing to assert facial claims based on the loss of the premium and the loss of the right to dispose of property”).

IV

We turn next to the district court’s dismissal of MHC’s due

process and equal protection claims.16

A

MHC’s First Amended Complaint asserted a violation of

substantive due process on the grounds that the application of

the Ordinance to MHC bore no rational relationship to any

legitimate state purpose and served the sole purpose of transferring the value of MHC’s property to a select private group

of tenants. This argument challenges the foundation of the

rent control law and would, if accepted, require its invalidation.17

Under our circuit law, the statute of limitations on a facial takings claim

runs from the date when the statute is enacted. See De Anza Props. X, Ltd.

v. County of Santa Cruz, 936 F.2d 1084, 1085 (9th Cir. 1991). Here, the

statute of limitations expired in 1985, one year after the ordinance was

enacted, and eight years before MHC filed this suit. Furthermore, even if

we were to conclude that Palazzolo prohibits the application of Carson

Harbor and requires that the limitations period must begin at the time of

MHC’s acquisition of property, not at the time the original taking

occurred, then MHC had one year to file its facial takings claim after it

acquired the property in 1997. Because MHC filed its claim in 2003, it

exceeded the statute of limitations by five years. In other words, under

either approach MHC’s claim must fail. 

16MHC presented this claim to the district court “solely in the alternative, in the event that . . . MHC’s Second Claim for Relief is not cognizable as a matter of law under the Fifth Amendment’s Takings Clause.” 

17The parties dispute whether takings jurisprudence governs this challenge, or whether its merits turn only upon our due process doctrine. The

Supreme Court’s decision in Lingle v. Chevron U.S.A., Inc., 544 U.S. 528,

537 (2005), answers this question: “[The Takings Clause] ‘is designed not

EQUITY LIFESTYLE v. SAN LUIS OBISPO 15753
[10] The Supreme Court and this Circuit have upheld rent

control laws as rationally related to a legitimate public purpose. In Pennell, 485 U.S. 1, the Court concluded that a challenged ordinance “represents a rational attempt to

accommodate the conflicting interests of protecting tenants

from burdensome rent increases while at the same time ensuring that landlords are guaranteed a fair return on their investment,” id. at 13, adding that “we have long recognized that a

legitimate and rational goal of price or rate regulation is the

protection of consumer welfare.” Id.18

[11] The Ordinance challenged by MHC includes a paragraph describing its purpose, which is to “protect the owners

and occupiers of mobilehomes from unreasonable rent

increases, while at the same time recognizing the need of park

owners to receive a suitable profit.” County of San Luis

Obispo, Cal., Code § 25.01.010(c). Pennell makes clear that

such an ordinance is rationally related to a legitimate public

purpose, a point we underscored in Carson Harbor Village:

A generally applicable rent-control ordinance will

survive a substantive due process challenge if it is

“designed to accomplish an objective within the government’s police power, and if a rational relationship

to limit the governmental interference with property rights per se, but

rather to secure compensation in the event of otherwise proper interference

. . . .’ ” Due process violations cannot be remedied under the Takings

Clause, because “if a government action is found to be impermissible—for

instance because it fails to meet the ‘public use’ requirement or is so arbitrary as to violate due process—that is the end of the inquiry. No amount

of compensation can authorize such action.” Id. at 543. 

18More generally, the Supreme Court has upheld regulations that fix the

prices or rents in certain industries but not others. See, e.g., FCC v. Fla.

Power Corp., 480 U.S. 245, 250-54 (1987) (approving limits on rates

charged to cable companies for access to telephone poles); FPC v. Texaco

Inc., 417 U.S. 380, 397-98 (1974) (recognizing that federal regulation of

the natural gas market was in response to the threat of monopoly pricing).

15754 EQUITY LIFESTYLE v. SAN LUIS OBISPO
existed between the provisions and the purpose of

the ordinances.” This deferential inquiry does not

focus on the ultimate effectiveness of the law, but on

whether the enacting body could have rationally

believed at the time of enactment that the law would

promote its objective. 

Carson Harbor Village Ltd. v. City of Carson, 37 F.3d 468,

472 (9th Cir. 1994), overruled on other grounds by WMX

Tech. v. Miller, 104 F.3d 1133, 1136 (9th Cir. 1997) (citations

omitted). Applying this standard in Carson Harbor Village,

we upheld an ordinance that set “a maximum ceiling on rent

levels that can be charged for a space in mobile home parks”

and established a rent review board “to hear claims for

increases above the ceiling.” See id. at 471-72. MHC’s substantive due process claim lacks merit under governing law.

The district court properly dismissed it.19

B

In its equal protection challenge, MHC claims that the

Ordinance was created unlawfully to discriminate against a

class of persons in a manner “unrelated to any legitimate governmental interest.” MHC claims that the Ordinance singled

out mobilehome owners “from property owners of all other

types of housing in the San Luis Obispo County to bear the

19MHC argues that Lingle entitles it to a remand in order to develop

other claims that would constitute takings challenges rather than due process ones. For this proposition, it relies upon the Lingle Court’s comment

that “we reaffirm that a plaintiff seeking to challenge a government regulation as an uncompensated taking of private property may proceed under

one of the other theories discussed above—by alleging a ‘physical’ taking,

a Lucas-type ‘total regulatory taking,’ a Penn Central taking, or a land-use

exaction violating the standards set forth in Nollan and Dolan.” Lingle,

544 U.S. at 548. This reaffirmation by the Lingle Court cannot be read as

a suggestion that a claimant who fails to raise available claims should have

another chance to do so upon remand. The Lingle Court merely explained

that it did not bar all existing forms of takings claims. MHC deserves no

second bite at the complaining apple. 

EQUITY LIFESTYLE v. SAN LUIS OBISPO 15755
burden and expense of providing economic benefits to tenants” and allowed “[a]ll other property owners . . . to adjust

rents to market upon a change of tenancy.” 

[12] This equal protection challenge must be considered

under rational basis review because mobilehome park owners

are not a suspect class. See Watson v. Maryland, 218 U.S.

173, 179-80 (1910) (applying the rational basis test to occupational classifications). Therefore, “the Equal Protection

Clause requires only that the classification rationally further

a legitimate state interest.” Nordlinger v. Hahn, 505 U.S. 1,

10 (1992). “Under rational-basis review, where a group possesses distinguishing characteristics relevant to interests the

State has the authority to implement, a State’s decision to act

on the basis of those differences does not give rise to a constitutional violation.” Hotel & Motel Ass’n of Oakland v. City of

Oakland, 344 F.3d 959, 971 (9th Cir. 2003) (quoting Bd. of

Trs. v. Garrett, 531 U.S. 356, 366-67 (2001)) (internal quotation marks omitted). Here, the County sought to regulate

mobilehome park rents because of the “shortage of spaces for

the location of existing mobilehomes” within the County and

“the high costs and impracticability of moving mobilehomes

[and] the potential for damage resulting therefrom,” among

other reasons. See County of San Luis Obispo, Cal. Code

§ 25.01.010. These reasons appear to constitute “distinguishing characteristics relevant to interests the State has the

authority to implement.” Hotel & Motel, 344 F.3d at 971. The

district court properly dismissed the equal protection claim as

well. 

V

Finally, we address the petition for a writ of administrative

mandamus filed by MHC in the Central District of California.20

In its petition, MHC asserted that a writ was warranted under

20MHC filed this claim first as a petition, and then as one of five causes

of action in its First Amended Complaint. 

15756 EQUITY LIFESTYLE v. SAN LUIS OBISPO
Cal. Code Civ. P. § 1094.5 because the Rent Review Board

and Board of Supervisors acted “in excess of their jurisdiction” and in violation of MHC’s “due process rights under the

state and federal constitutions.” MHC specifically challenged

the adequacy of the Board’s notice of its hearings, its refusal

to allow cross-examination, and its consideration of hearsay.

MHC contends that federal law required issuance of the

writ, because the Board provided inadequate notice of its

administrative proceedings and because the Board considered

hearsay, depriving MHC of its alleged right to confront the

witnesses. 

However, the district court’s order did not state whether the

petition failed to state a ground for relief. See Fed. R. Civ. P.

12(b)(6) (allowing dismissal for “failure to state a claim upon

which relief can be granted”). Indeed, the district court did not

reveal the grounds upon which it based its dismissal. See

supra page 15744. “In the absence of grounds upon which the

order rests, we are required to affirm it if it may be sustained

upon any ground.” Lemm v. N. Cal. Nat’l Bank, 93 F.2d 709,

710 (9th Cir. 1937) (citing United States v. One Distillery,

174 U.S. 149 (1899)). 

[13] Under Younger v. Harris, 401 U.S. 37 (1971), and its

progeny, a federal court should abstain from hearing a case

that would interfere with ongoing state proceedings.21 The

Supreme Court has explained that the “importance of the state

interest in the pending state judicial proceedings and in the

federal case calls Younger abstention into play,” and that “[s]o

long as the constitutional claims of respondents can be determined in the state proceedings and so long as there is no

21Younger dealt with ongoing state criminal proceedings, but the same

abstention principle was extended to civil actions in Middlesex County

Ethics Comm. v. Garden State Bar Ass’n, 457 U.S. 423, 432 (1982) (“The

policies underlying Younger are fully applicable to noncriminal judicial

proceedings when important state interests are involved.”). 

EQUITY LIFESTYLE v. SAN LUIS OBISPO 15757
showing of bad faith, harassment, or some other extraordinary

circumstance that would make abstention inappropriate, the

federal courts should abstain.” Middlesex, 457 U.S. at 435. 

[14] MHC has made “no showing of bad faith, harassment,

or some other extraordinary circumstance.” Id. However,

MHC asserts that Younger abstention would not justify dismissal, because the state action was filed three days after

MHC filed its district court complaint. We do not accept this

argument. The Supreme Court has made clear that a filing

date is not dispositive: 

[No] case in this Court has held that for Younger v.

Harris to apply, the state criminal proceedings must

be pending on the day the federal case is filed.

Indeed, the issue has been left open; and we now

hold that where state criminal proceedings are begun

against the federal plaintiffs after the federal complaint is filed but before any proceedings of substance on the merits have taken place in the federal

court, the principles of Younger v. Harris should

apply in full force. 

Hicks v. Miranda, 422 U.S. 332, 349 (1975) (citation omitted

and emphasis added).22 The facts belie MHC’s claim that the

state action was filed merely as a defensive precaution and the

state case lay “dormant.” In fact, the state trial court has completed its proceedings and rendered a judgment. See supra

page 15745. 

[15] The district court dismissed the complaint without discussing the merits of MHC’s claims. Where no “proceedings

of substance on the merits have taken place in the federal

court, the principles of Younger v. Harris . . . apply in full

22This quote refers to criminal proceedings. As noted above, the Court

has since applied Younger principles to non-criminal judicial proceedings

as well. 

15758 EQUITY LIFESTYLE v. SAN LUIS OBISPO
force.” Hicks, 422 U.S. at 349.

23 We conclude that Younger

abstention justified the district court’s dismissal of the petition

for a writ of administrative mandamus.24

VI

In sum, we conclude that MHC has standing based on its

financial interest in the Park. However, we affirm the district

court’s order dismissing its complaint. The complaint contained no claim upon which relief could be granted, because

its as-applied takings claim was unripe, its facial claims failed

to satisfy the applicable statute of limitations, and its due process and equal protection claims lacked merit under the

United States Constitution. Moreover, the principles of

abstention justify the district court’s dismissal of the petition

for a writ of administrative mandamus, and we decline to disturb the state trial court’s subsequent decision denying the

writ. 

23MHC then argues that even if Younger abstention applies, this proceeding should at most be stayed. For this proposition, MHC cites Gilbertson v. Albright, 381 F.3d 965 (9th Cir. 2004) (en banc). In Gilbertson, we

stated: 

We conclude that Younger principles apply to actions at law as

well as for injunctive or declaratory relief because a determination that the federal plaintiff’s constitutional rights have been violated would have the same practical effect as a declaration or

injunction on pending state proceedings. However, federal courts

should not dismiss actions where damages are at issue; rather,

damages actions should be stayed until the state proceedings are

completed. 

Id. at 968. Gilbertson did not require a stay for damages claims that would

be dismissed as untimely or meritless on the pleadings, such as MHC’s

takings, due process, and equal protection claims. Nor did Gilbertson

require a stay with respect to the petition for a writ of administrative mandamus, because that did not constitute a “damages action.” 

24Having thus concluded that abstention would apply, we do not reach

the County’s alternative argument that Pullman abstention would apply as

well. 

EQUITY LIFESTYLE v. SAN LUIS OBISPO 15759
The district court’s order dismissing MHC’s First Amended

Complaint is AFFIRMED. 

15760 EQUITY LIFESTYLE v. SAN LUIS OBISPO