PUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

WASHINGTON-DULLES 

TRANSPORTATION, LIMITED,

Plaintiff-Appellant,

v.

METROPOLITAN WASHINGTON AIRPORTS  No. 00-2153

AUTHORITY,

Defendant-Appellee,

DULLES TAXI SYSTEMS,

INCORPORATED,

Intervenor/Defendant-Appellee. 

WASHINGTON-DULLES 

TRANSPORTATION, LIMITED,

Plaintiff-Appellant,

v.

METROPOLITAN WASHINGTON AIRPORTS  No. 01-1095

AUTHORITY,

Defendant-Appellee,

DULLES TAXI SYSTEMS,

INCORPORATED,

Intervenor/Defendant-Appellee. 

Appeals from the United States District Court

for the Eastern District of Virginia, at Alexandria.

Claude M. Hilton, Chief District Judge.

(CA-00-999-A)

Argued: June 5, 2001

Decided: August 29, 2001
Before MOTZ, TRAXLER, and KING, Circuit Judges.

Reversed and remanded by published opinion. Judge Traxler wrote

the opinion, in which Judge Motz and Judge King joined. 

COUNSEL

ARGUED: Hopewell H. Darneille, III, VERNER, LIIPFERT,

BERNHARD, MCPHERSON & HAND, CHARTERED, Washington, D.C., for Appellant. Raymond F. Monroe, CROWELL & MORING, L.L.P., Washington, D.C., for Appellees. ON BRIEF: Monica

G. Parham, CROWELL & MORING, L.L.P., Washington, D.C.;

Janis Orfe, THE LAW OFFICES OF JANIS ORFE, P.C., Fairfax,

Virginia; John S. Pachter, Jonathan D. Shaffer, SMITH, PACHTER,

MCWHORTER & D’AMBROSIO, P.L.C., Vienna, Virginia, for

Appellees. 

OPINION

TRAXLER, Circuit Judge: 

The Metropolitan Washington Airports Authority (MWAA) is a

regional entity created by the Virginia General Assembly and the District of Columbia City Council for the purpose of operating the federally owned Washington-Dulles International Airport and Ronald

Reagan Washington National Airport. The Metropolitan Washington

Airports Act of 1986, see Pub. L. 99-591, §§ 6001-6012, 100 Stat.

3341-376 (1986) (codified as amended at 49 U.S.C.A. § 49101 -

49112 (West Supp. 2000)) ("the Enabling Act"), authorized the transfer of the control and operation of these airports to MWAA via a 50-

year lease (the "Lease") between the Secretary of Transportation and

MWAA, see 49 U.S.C.A. §§ 49102(a), 49104. 

In August 1999, MWAA issued a Request for Proposals for the

Dulles taxicab concession contract. Appellant Washington-Dulles

2 WASHINGTON-DULLES TRANSP. v. MWAA
Transportation, Ltd. (WDT), the incumbent taxi concessionaire, submitted a proposal but was not awarded the contract. MWAA’s business administration committee instead selected Dulles Taxi Systems,

Inc. to receive the taxi concession. WDT filed an action in federal

court first seeking a declaration that MWAA’s decision violated the

Enabling Act and the Lease, and also seeking an injunction barring

MWAA from awarding the taxi concession to Dulles Taxi and directing MWAA to give the concession to WDT. The district court subsequently dismissed WDT’s complaint for want of subject matter

jurisdiction. On appeal, we are asked to decide whether the district

court had jurisdiction over this matter and, if so, whether WDT has

standing to bring this action in the first place. We answer both questions in the affirmative. Accordingly, we reverse and remand for further proceedings. 

I.

A.

Before Congress enacted legislation authorizing the Secretary of

Transportation to transfer control of Dulles and Reagan National airports, the Commonwealth of Virginia and the District of Columbia,

acting pursuant to an interstate compact, jointly created MWAA for

the sole purpose of leasing Dulles and Reagan National airports from

the federal government. See 1985 Va. Acts ch. 598, repealed by 2001

Va. Acts ch. 342 § 1 (to be codified at Va. Code Ann. § 5.1-153);

D.C. Code Ann. § 7-1252. Virginia and the District of Columbia

enacted similar statutes that conferred on MWAA various powers and

assigned it various duties. See 2001 Va. Acts ch. 342 § 1 (to be codified at Va. Code Ann. § 5.1-156); D.C. Code Ann. § 7-1255. Under

both statutory schemes, the courts of the Commonwealth of Virginia

are vested with original jurisdiction "of all actions brought by or

against [MWAA], which courts shall in all cases apply the law of the

Commonwealth of Virginia." 2001 Va. Acts ch. 342 § 1 (to be codified at Va. Code Ann. § 5.1-173(A)); see D.C. Code Ann. § 7-

1272(a). Virginia courts are given jurisdiction over lawsuits against

MWAA for breach of contract, see 2001 Va. Acts ch. 342 § 1 (to be

codified at Va. Code Ann. § 5.1-173(B)); D.C. Code Ann. § 7-

1272(b); however, neither the Virginia Code nor the D.C. Code speWASHINGTON-DULLES TRANSP. v. MWAA 3
cifically purports to give Virginia courts jurisdiction over actions

against MWAA to force it to adhere to the terms of the Lease. 

Thus, when Congress passed the Enabling Act, it did so with the

knowledge that the state statutes creating MWAA broadly conferred

jurisdiction to Virginia courts over legal actions involving MWAA.

Recognizing a "continuing but limited" federal interest, 49 U.S.C.A.

§ 49101(3), in the operation of the two airports that "can be provided

through a lease mechanism which provides for local control and operation," 49 U.S.C.A. § 49101(10), Congress dictated various requirements that the Lease must satisfy. Moreover, Congress granted the

federal courts jurisdiction to enforce the provisions of the Lease: "The

district courts of the United States have jurisdiction to compel the

Airports Authority and its officers and employees to comply with the

terms of the lease." 49 U.S.C.A. § 49104(c). The parties, however,

dispute whether this action technically qualifies as one to compel

MWAA to comply with the Lease under § 49104(c). 

The Enabling Act prescribes a number of mandatory provisions

that must be included in the Lease. See U.S.C.A. § 49104(a). The

Lease, in turn, specifically incorporates these mandatory terms. The

Enabling Act requires the Lease to provide that "[i]n acquiring by

contract supplies or services for an amount estimated to be more than

$200,000, or awarding concession contracts, the Airports Authority to

the maximum extent practicable shall obtain complete and open competition through the use of published competitive procedures." 49

U.S.C.A. § 49104(a)(4) (emphasis added). Section 11.D. of the Lease

more or less incorporates this provision, except that the Lease

employs the phrase "full and open competition." J.A. 55. Congress

determined that the Lease must also include a provision directing

MWAA to "develop a code of ethics and financial disclosure to

ensure the integrity of all decisions made by its board of directors and

employees." 49 U.S.C.A. § 49104(a)(8). This provision is contained

in section 14.C of the Lease. 

The Lease also incorporates a number of the Enabling Act’s other

provisions even though these provisions are not statutorily required to

be made part of the Lease. For example, the Enabling Act subjects

MWAA’s contracts to review to ensure the contracts "were awarded

by procedures that follow sound Government contracting principles,"

4 WASHINGTON-DULLES TRANSP. v. MWAA
see 49 U.S.C.A. § 49106(g), and the Lease provides for such a review

as well. The Lease incorporates the Enabling Act’s prohibition against

board members and their immediate families working for or holding

a "substantial financial interest" in any entity "that has or is seeking

a contract or agreement with [the Authority]." 49 U.S.C.A.

§ 49106(d). The code of ethics that MWAA is directed to develop

must include standards for determining what constitutes a "substantial

financial interest" under § 49106(d). See 49 U.S.C.A. § 49104(a)(8).

In addition to incorporating specific statutory requirements, the Lease

also includes a catch-all requirement that MWAA "comply with the

conditions imposed by the [Enabling] Act." J.A. 65. 

MWAA adopted a "Contracting Policies and Procedures Manual"

(the "contracting manual") expressly for the purpose of fulfilling "the

legislative and lease requirements for published competitive procedures." J.A. 76. The contracting manual provides that when a Request

for Proposals is issued, as in this case, the proposals "are evaluated

and scored against predetermined evaluation criteria" and MWAA

"select[s] the proposal which offers the greatest overall benefit to the

[MWAA] in terms of the evaluation criteria listed in the Request for

Proposals." J.A. 83. WDT argues that its action for declaratory and

injunctive relief is an attempt to compel MWAA to comply with these

provisions of the Lease. 

B.

WDT’s complaint alleges that MWAA issued a formal Request for

Proposals that disclosed the criteria MWAA would use in selecting

the best proposal. An evaluation team reviewed the proposals and

determined that WDT’s proposal scored higher under these criteria

than any other proposal and recommended that the concession be

awarded to WDT. WDT’s proposal, according to the complaint, was

also the most "financially advantageous" proposal submitted to

MWAA. Nevertheless, MWAA’s business administration committee

voted to reject the evaluation team’s recommendation and to award

the taxi concession to Dulles Taxi. Subsequently, one of the members

of the business administration committee revealed that his law firm

represented an entity that was partially owned by Dulles Taxi’s principals and recused himself from further involvement in MWAA’s

request for proposals for the taxi concession. WDT formally protested

WASHINGTON-DULLES TRANSP. v. MWAA 5
MWAA’s selection of Dulles Taxi. MWAA permitted WDT and Dulles Taxi to present additional information to the business administration committee, but the committee was not persuaded to change its

recommendation that Dulles Taxi be awarded the taxi concession.

Subsequently, MWAA’s board of directors denied WDT’s protest. 

In its complaint, WDT contends that MWAA deviated from its

published competitive procedures in refusing to award the taxi concession to WDT, which scored the highest on the selection criteria

and received the recommendation of the evaluation team, and failed,

therefore, to obtain "full and open competition," 49 U.S.C.A.

§ 49104(a)(4), or comply with "sound Government contracting principles," 49 U.S.C.A. § 49104(g), in violation of the Enabling Act and

the Lease. Additionally, WDT contends that the competitive nature of

the procurement process was tainted by the business administration

committee member’s conflict of interest. 

The district court ruled that it lacked jurisdiction. The court reasoned that federal courts have jurisdiction to decide whether MWAA

has adopted competitive bid procedures that satisfy the mandate of

the Enabling Act and that a federal court may entertain a facial challenge to the sufficiency of the "published competitive procedures"

used by MWAA. However, the district court concluded that when the

application of the published competitive procedures was at issue,

there was no federal jurisdiction.1

1Shortly after the district court entered its order of dismissal, WDT

filed a similar action in Virginia state court. MWAA sought to dismiss

that action as well, on the grounds that there is no cause of action under

Virginia law permitting a disappointed bidder to challenge the decision

of MWAA. The Virginia Circuit Court dismissed WDT’s complaint, and

the Supreme Court of Virginia denied review of that decision. WDT

returned to district court and moved the court to vacate its order of dismissal under Rule 60(b)(1) of the Federal Rules of Civil Procedure

because the district court’s order, according to WDT, was based on the

erroneous assumption that relief was available in the courts of Virginia.

WDT also sought to have the order vacated under Rule 60(b)(3) because

MWAA had taken inconsistent legal positions by arguing in federal court

that Virginia courts would have jurisdiction but then moving to dismiss

WDT’s state action for lack of jurisdiction. The district court denied the

motion. WDT appeals that decision as well as the original order of dismissal. We consolidated the separate appeals for purposes of review. In

light of our disposition of the original order of dismissal, we need not

address the district court’s ruling on WDT’s Rule 60(b) motion. 

6 WASHINGTON-DULLES TRANSP. v. MWAA
II.

We first consider whether the district court had jurisdiction under

§ 49104(c). It is not clear to us why, under the language of the

Enabling Act and the Lease, federal jurisdiction would be limited to

ensuring only that MWAA has adopted competitive bid procedures

that satisfy the requirements of the Enabling Act. Federal district

courts "have jurisdiction to compel [MWAA] and its officers and

employees to comply with the terms of the lease." 49 U.S.C.A.

§ 49104(c) (emphasis added). Nothing in this broad language suggests

that federal jurisdiction over an action to enforce the terms of the

Lease is circumscribed by anything other than the Lease itself. The

Enabling Act is straightforward on this point — the district court has

jurisdiction to entertain an action brought by a proper party to require

MWAA to comply with any term contained in the Lease. 

Thus, the question becomes whether WDT’s complaint fairly

alleges that MWAA failed to adhere to the terms of the Lease. We

think the complaint clearly alleges that MWAA has failed to comply

with the terms of the Lease. WDT contends that MWAA failed to

"obtain complete and open competition through the use of published

competitive procedures," 49 U.S.C.A. § 49104(a)(4), a mandatory

term that is specifically incorporated into the Lease. According to

WDT, MWAA ignored its published selection criteria in awarding the

taxi concession and therefore failed to use its published competitive

procedures. The Enabling Act and the Lease require MWAA to use

published competitive procedures, not merely put them on paper. Federal jurisdiction over the enforcement of the Lease is consistent with

the continuing federal interest in the airport. The federal government,

as the lessor, has an obvious interest in the enforcement of the terms

of a lease to which it is a party. Moreover, federal jurisdiction to

enforce lease provisions involving procurement procedures is consistent with the structure of the relevant state statutes and the interplay

between those statutes and the Enabling Act. Virginia law expressly

exempts MWAA from the Virginia Public Procurement Act, see 2001

Va. Acts ch. 342 § 1 (to be codified at Va. Stat. § 5.1-174), and the

District of Columbia’s statute likewise exempts MWAA from its procurement law, see D.C. Code Ann. § 7-1273. Unlike the Enabling

Act, neither state statute addresses procurement procedures. And,

although the state statutes provide a state court forum for general conWASHINGTON-DULLES TRANSP. v. MWAA 7
tract claims against MWAA, see 2001 Va. Acts ch. 342 § 1 (to be

codified at Va. Code Ann. § 5.1-173(A), (B)); see D.C. Code Ann.

§ 7-1272(a), (b), these statutes do not specifically address actions to

compel MWAA to adhere to its duties under the Lease. The Enabling

Act, which was enacted after the state legislation, fills this gap, specifically providing for the enforcement of the terms of the Lease,

including the provisions addressing the procurement of concession

contracts, in federal court. Indeed, if the provision requiring full and

open competition in competitive bidding is not enforceable in federal

court, then this requirement in the Lease mandated by an Act of Congress would be a hollow and toothless promise. 

Relying on Metropolitan Washington Airports Auth. Prof’l Firefighters Local 3217 v. Metropolitan Washington Airports Auth., 159

F.3d 630 (D.C. Cir. 1998), MWAA argues that the jurisdiction of the

district court does not extend to determining whether MWAA properly applied its published competitive procedures for awarding concession contracts. Firefighters Local considered the question of

whether federal courts have jurisdiction to adjudicate an unfair labor

practices claim brought by MWAA employees. See id. at 631. The

Enabling Act requires the MWAA to continue the collective bargaining rights enjoyed by MWAA employees before the Lease became

effective. See id. (citing 49 U.S.C.A. § 49104(a)(6)(D)). In view of

this mandatory term, Article 14.B of the Lease requires MWAA to

"‘adopt and maintain an employment code.’" Id. MWAA therefore

adopted, and Virginia ratified, a labor code that required unfair labor

practices claims to be submitted to an Unfair Labor Practices Panel.

Under the labor code, Virginia Circuit Court is vested with jurisdiction to consider challenges to the panel’s decision. See id. In Firefighters Local, the firemen’s union filed an action in district court to

enforce a decision of the panel that MWAA had violated the labor

code by refusing to bargain in good faith. The District of Columbia

Circuit held that the district court had no jurisdiction because the

union’s position was not that MWAA had violated the terms of the

Lease, but that MWAA had violated the labor code. See id. at 633.

The court distinguished the union’s claim from one that "the Code on

its face violated the lease in some manner," in which case "the federal

district court would have had jurisdiction." Id. MWAA takes this to

mean that when MWAA adopts policies or procedures pursuant to a

directive from the Lease, federal district courts have jurisdiction only

8 WASHINGTON-DULLES TRANSP. v. MWAA
to the extent that an adopted policy or procedure, on its face, violates

the Lease. Thus, according to MWAA, any matter involving the mere

application or interpretation of the policy or procedure itself does not

fall within the jurisdictional reach of the federal courts. 

MWAA reads too much into Firefighters Local. Our case is different in this critical respect: We are presented with a claim that MWAA

violated the terms of the Lease itself. In Firefighters Local, the court

resolved a claim that MWAA had violated a provision of a state labor

code, which had its own detailed enforcement mechanism. We do not

face such an impediment to federal jurisdiction in this case. Thus, our

determination that federal court is a proper forum for a Lease enforcement action under § 49104(c) is not inconsistent with Firefighters

Local. 

III.

MWAA argues that even if the federal courts have jurisdiction,

WDT does not have standing to bring this action. MWAA does not

suggest that WDT lacks Article III standing or that prudential considerations preclude WDT from bringing suit. Rather, MWAA has

framed this issue simply as one of statutory standing — whether Congress intended to confer standing on a litigant like WDT to bring an

action under § 49104(c). Our task is essentially one of statutory construction. The provision at issue indicates that "[t]he Attorney General

or an aggrieved party may bring an action on behalf of the Government" to compel MWAA to comply with the terms of the Lease. 49

U.S.C.A. § 49104(c) (emphasis added). MWAA concedes that WDT

is "aggrieved" within the meaning of § 49104(c), but argues that

WDT does not have standing to bring this action on its own behalf

under § 49104(c) in view of the statutory command that such an

action be brought "on behalf of the Government." 

WDT, however, contends that the original language of the

Enabling Act, as set forth in the Statutes at Large, differs significantly

from the codified version of the Enabling Act and clearly permits

WDT to bring this action: "An action may be brought on behalf of the

United States by the Attorney General, or by any aggrieved party."

100 Stat. 3341-381. MWAA argues that the codification of the

Enabling Act did not work a change in the meaning and, under either

WASHINGTON-DULLES TRANSP. v. MWAA 9
version, an aggrieved party must bring an action on behalf of the

Government, if at all. 

We disagree. We read the language of the original enactment to

allow an "aggrieved" party to bring an enforcement action in its own

right, and to permit the Attorney General to bring such an action on

behalf of the Government. If Congress truly intended an aggrieved

party to bring an action on behalf of the federal government, it is surprising there is no requirement that the aggrieved party seek the consent of the Government before proceeding, or, at the very least,

inform the Government of its intent to proceed on behalf of the Government, as would a private relator in a qui tam action under the False

Claims Act. See 31 U.S.C.A. § 3730(b) (West Supp. 2001). Our reading of this provision, we note, is confirmed by the legislative history.

See 131 Cong. Rec. S4879, S4887 (daily ed. April 26, 1985) (explaining, in a section-by-section analysis of the Enabling Act, that the

"failure to observe [the mandatory] or other conditions of the lease

would be the basis for the Attorney General (on behalf of the United

States) or another aggrieved party to seek judicial enforcement of the

lease."). Thus, we conclude that the Statutes at Large and the United

States Code contain inconsistent provisions with respect to whether

a private party, provided that it is "aggrieved," can bring an action on

its own behalf against MWAA to enforce the Lease. 

The statutory text contained in the United States Code is "prima

facie" evidence of what the law is. See 1 U.S.C.A. § 204(a) (West

1997). The Statutes at Large, however, are "legal evidence" of the

law. See 1 U.S.C.A. § 112 (West 1997). Accordingly, if there is a discrepancy between the two, the codified version of the law must yield

to the Statutes at Large. See United States Nat’l Bank of Oregon v.

Independent Ins. Agents of America, Inc., 508 U.S. 439, 448 (1993);

United States v. Welden, 377 U.S. 95, 98 n.4 (1964). By the same

token, Congress has enacted some (slightly less than half) of the titles

of the United States Code into positive law, in which case the text of

the Code also becomes "legal evidence of the laws." 1 U.S.C.A.

§ 204(a).2 Title 49 was enacted into positive law prior to the passage

2The Office of Revision Counsel submits to Congress the United

States Code, one title at a time, for enactment into law. See LaCrosse v.

10 WASHINGTON-DULLES TRANSP. v. MWAA
of the Enabling Act, see Pub. L. 95-473, 92 Stat. 1337 (1978), and the

Enabling Act was subsequently codified by congressional enactment

and incorporated into Title 49, see Pub. L. 105-102, 111 Stat. 2204-

2217 (1997). 

Even if there is a conflict between the original Congressional

enactment contained in the Statutes at Large and a codification that

has been enacted into positive law, the Statutes at Large control when

(1) the meaning of the original enactment was "clear and quite different from the meaning . . . ascribe[d] to the codified law," and (2) "the

revisers expressly stated that changes in language resulting from the

codification were to have no substantive effect." Cass v. United

States, 417 U.S. 72, 82 (1974); see Welden, 377 U.S. at 98 n.4; see

also Finley v. United States, 490 U.S. 545, 554 (1989) ("[I]t will not

be inferred that Congress, in revising and consolidating the laws,

intended to change their effect unless such intention is clearly

expressed." (internal quotation marks omitted)). The Act that codifies

the Enabling Act expressly disclaims the intent to make any substantive change in the law. See Pub. L. 105-102, § 4(a), 111 Stat. 2204,

2216. Because the codification of the Enabling Act resulted in a

change that altered its substantive effect, we look to the Statutes at

Large which, as we have explained, confer standing on WDT to bring

this action on its own behalf. 

IV.

For the foregoing reasons, we conclude that the district court has

jurisdiction over the action brought by WDT. We further hold that,

under the circumstances here, WDT has standing to bring such an

Commodity Futures Trading Comm’n, 137 F.3d 925, 927 n.1 (7th Cir.

1998). When Congress enacts a title of the Code into "positive law," it

puts its authoritative imprimatur on the language appearing in that particular title of the Code. See generally Norman J. Singer, Sutherland Statutory Construction § 36A:10 at 132 (6th ed. 2001) ("[T]he text of a code

section in an enacted title can be taken as authoritative and need not be

checked or verified with the corresponding section in the original Statutes at Large, which must be done with respect to those titles which have

not yet been enacted."). 

WASHINGTON-DULLES TRANSP. v. MWAA 11
action. We express no opinion, however, on the underlying merits of

WDT’s claim that MWAA failed to comply with the provisions of the

Lease. Accordingly, we remand this case for further proceedings consistent with this opinion.

REVERSED AND REMANDED

12 WASHINGTON-DULLES TRANSP. v. MWAA