NOTICE: NOT FOR OFFICIAL PUBLICATION.

UNDER ARIZONA RULE OF THE SUPREME COURT 111(c), THIS DECISION IS NOT PRECEDENTIAL

AND MAY BE CITED ONLY AS AUTHORIZED BY RULE.

IN THE

ARIZONA COURT OF APPEALS

DIVISION ONE

PHOENIX LAW ENFORCEMENT ASSOCIATION, et al., 

Plaintiffs/Appellants,

v.

CITY OF PHOENIX et al., Defendants/Appellees.

No. 1 CA-CV 23-0454

Appeal from the Superior Court in Maricopa County

No. CV2014-008711

CV2014-009114

CV2015-007714

The Honorable Jay R. Adleman, Judge

AFFIRMED

COUNSEL

Napier, Baillie, Wilson Bacon & Tallone PC, Phoenix

By Eric R. Wilson (argued), Michael Napier, Cassidy L. Bacon, Juliana B. 

Tallone 

Counsel for Plaintiffs/Appellants Phoenix Law Enforcement Association

Yen Pilch Robaina & Kresin, PLC, Phoenix

By Caroline A. Pilch (argued), Robert E. Yen

Counsel for Plaintiffs/Appellants Theresa Clark, et al.

Sherman & Howard L.L.C., Phoenix

By Matthew A. Hesketh (argued), John A. Doran, Carli J. Simkin

Counsel for Defendants/Appellees

FILED 08-27-2024
PLEA, et al. v. PHOENIX

Decision of the Court

2

MEMORANDUM DECISION

Judge Brian Y. Furuya delivered the decision of the Court, in which Presiding 

Judge Anni Hill Foster and Vice Chief Judge Randall M. Howe joined.

F U R U Y A, Judge:

¶1 Plaintiffs Phoenix Law Enforcement Association (“PLEA

plaintiffs”), et al., and plaintiffs Theresa Clark (“Clark plaintiffs”), et al.,

(collectively “Plaintiffs”) appeal from the superior court’s grant of 

summary judgment in favor of the City of Phoenix (“the City”). For the 

following reasons, we affirm.

FACTS AND PROCEDURAL HISTORY

¶2 Phoenix police officers are members of the Public Safety 

Personnel Retirement System (“PSPRS”). Under Arizona Revised Statute 

(“A.R.S.”) § 38-842, a retiree’s benefits are calculated in accordance with the 

“average monthly benefit compensation.” The membership of the Phoenix 

Law Enforcement Association (“PLEA”) consists of Phoenix police officers 

who have not been promoted to the rank of sergeant. Members of the 

Phoenix Police Sergeants and Lieutenants Association (“PPSLA”) are 

supervisory officers. 

¶3 The City and its officers engage in collective bargaining 

regarding employment and compensation. Phoenix City Code (“P.C.C.”)

§§ 2-209 to -235. Agreements with PLEA and PPSLA are delineated in a 

Memorandum of Understanding (“MOU”) and a Memorandum of 

Agreement (“MOA”) respectively. We refer to these agreements together as 

Collective Bargaining Agreements (“CBAs”). These CBAs are subject to

periodic renegotiation between the City and the unions. See P.C.C. §§ 2-

209(4), -210(11), -223, -229. If the City and unions fail to reach an agreement

during such negotiations, the City Council or Manager may impose terms 

based on “the interest of the public employees, public employer, and the 

public.” P.C.C. § 2-219(J), (K). Further, each provision in a CBA constitutes 

a “mandatory subject of bargaining” and is subject to change or elimination 

during the collective bargaining process. P.C.C. § 2-215(A).

¶4 Historically, the CBAs contained wage enhancement 

provisions that allowed employees to increase their wages by converting 

vacation time, sick time, and uniform allowances into additional base 
PLEA, et al. v. PHOENIX

Decision of the Court

3

salary, provided employees satisfied certain threshold requirements. An 

employee could elect to participate in any or all the wage enhancement 

provisions by submitting an election form. Each subsequent CBA renewed 

these provisions until 2014.

¶5 As relevant here, the 2012–2014 CBAs1 also included wage 

enhancement provisions as follows: 

§ 3-1D, regarding uniform allowances:

[A] unit member may elect to have their basic annual uniform 

allowance converted to a bi-weekly payment for a 

consecutive three year period. . . . The consecutive 3 year 

period may be stopped and restarted one time for an 

additional three (3) year period up to a maximum total of six 

(6) years. 

§ 3-4(B)(5), regarding sick leave benefits:

Once the employee elects to exercise this benefit, it must 

continue for the full three (3) consecutive year period. The 

employee may stop and restart this benefit one time without 

further qualification up to a maximum of a total of six (6) 

years. 

§ 5-5(L), regarding vacation leave:

Once the election to exercise this benefit is made, it must 

continue for the full three consecutive-year period. The unit 

member may receive a one-time, one-year extension to the 

three-year period.”

¶6 In 2014, before the 2012–2014 CBAs expired, the City began 

negotiating with PLEA and PPSLA on the terms of the next contracts. When 

negotiations failed to achieve a final agreement, the City imposed terms of 

employment that did not include any wage enhancement provisions. The

PLEA plaintiffs and the Clark plaintiffs each sued the City to reinstate the 

wage enhancement provisions, arguing breach of contract and promissory 

estoppel. In 2016, Plaintiffs’ claims were consolidated and later successfully 

obtained class certification. Phoenix L. Enf’t Ass’n v. City of Phoenix, No. 1 

1 The wage enhancement provisions in the MOU contain substantially 

similar language to the MOA regarding the most relevant issue in this case, 

namely that any election “must continue for the full three-year period.” 
PLEA, et al. v. PHOENIX

Decision of the Court

4

CA-CV 19-0813, 2021 WL 1575782, at *2 ¶ 10 (Ariz. App. Apr. 22, 2021)

(mem. decision).

¶7 Thereafter, the City moved for summary judgment on all 

claims. The PLEA plaintiffs moved for partial summary judgment on the 

breach of contract claim. The superior court granted the City summary 

judgment on all claims and denied the PLEA plaintiffs’ motion. The court

awarded the City $220,000 of attorneys’ fees from the PLEA plaintiffs and 

$180,000 of attorneys’ fees from the Clark plaintiffs. The awards reflected 

more than a 25% reduction in the amounts the City requested. 

¶8 We have jurisdiction over Plaintiffs’ timely appeal under

Article 6, Section 9 of the Arizona Constitution and A.R.S. §§ 12-

120.01(A)(1), -2101(A)(1).

DISCUSSION

¶9 We review the superior court’s grant of summary judgment 

in favor of the City de novo, viewing the facts in the light most favorable to 

Plaintiffs. See Dinsmoor v. City of Phoenix, 251 Ariz. 370, 373 ¶ 13 (2021). “The 

court shall grant summary judgment if the moving party shows that there 

is no genuine dispute as to any material fact and the moving party is 

entitled to judgment as a matter of law.” Ariz. R. Civ. P. 56(a). Summary 

judgment must be granted if the facts produced in support of the nonmovant’s claim “have so little probative value, given the quantum of 

evidence required, that reasonable people could not agree with the 

conclusion advanced by the proponent of the claim.” Rosenberg v. Sanders, 

256 Ariz. 328, 332–33 ¶ 23 (2023) (quoting Orme Sch. v. Reeves, 166 Ariz. 301, 

309 (1990)).

I. The City Did Not Breach the 2012–2014 CBAs by Eliminating the 

Wage Enhancement Provisions After Those CBAs Expired.

¶10 Plaintiffs argue the City breached the CBAs by eliminating

wage enhancement provisions for employees who made a timely election 

during the 2012–2014 period. 

A. We Are Not Bound by Previous Decisions and Rulings

Because They Were Not Decided on the Merits.

¶11 As a preliminary matter, Plaintiffs argue that granting the 

City summary judgment contradicts previous judgments on the pleadings 

and this court’s decision on class certification. They contend those decisions 
PLEA, et al. v. PHOENIX

Decision of the Court

5

relied on the same essential facts and no new circumstance or change in the 

law occurred since then.

¶12 Courts are not bound by a prior decision if it “did not actually 

decide the issue.” Flood Control Dist. v. Paloma Inv. Ltd. P’ship, 230 Ariz. 29, 

40 ¶ 31 (App. 2012) (quotation omitted); see also Quinn v. Cardenas, 256 Ariz. 

77, 82–83 ¶ 18 (App. 2023) (explaining final judgment is reviewed 

notwithstanding any contrary previous ruling). A motion for judgment on 

the pleadings “tests the sufficiency of the complaint,” and the allegations 

must be taken as true. Garibay v. Johnson in & for Cnty. of Pima, 257 Ariz. 91, 

95 ¶ 5 (App. 2024) (quoting Giles v. Hill Lewis Marce, 195 Ariz. 358, 359 ¶ 2 

(App. 1999)). Class certification requires analysis of the individuals of the 

proposed class, the types of claims, the relationship between the relief 

sought and the proposed class, and procedural concerns—not the merits of 

the case. See generally Ariz. R. Civ. P. 23. Summary judgment, however, 

requires finding “there is no genuine dispute as to any material fact and the 

moving party is entitled to judgment as a matter of law.” Ariz. R. Civ. P. 

56(a).

¶13 Therefore, the standard for surviving summary judgment is 

different than judgment on the pleadings or class certification. Compare

Ariz. R. Civ. P. 12(b) with 56(a) and 23. Because prior decisions rendered in 

the history of this consolidated case did not “actually decide the issue” on 

the merits, they have no bearing on whether summary judgment was 

proper. See Flood Control Dist., 230 Ariz. at 40 ¶ 31.

B. The Wage Enhancement Provisions Expired with the 2012–

2014 CBAs.

¶14 Plaintiffs argue the wage enhancement provisions survived 

the expiration of the CBAs because the parties’ intent and principles of 

contract interpretation suggest those provisions were intended to outlast 

the main agreements.

¶15 We interpret collective bargaining agreements under

ordinary contract principles. See M & G Polymers USA, LLC v. Tackett, 574 

U.S. 427, 435 (2015); see also Cheatham v. DiCiccio, 240 Ariz. 314, 323 ¶ 38 

(2016) (explaining collective bargaining agreements are like other 

contracts). Contract interpretation is a question of law we review de novo.

Benson v. Casa De Capri Enters., LLC, 252 Ariz. 303, 306 ¶ 9 (2022). When 

interpreting contract terms, we seek to identify and enforce the parties’ 

intent. Terrell v. Torres, 248 Ariz. 47, 49 ¶ 14 (2020). In so doing, we construe 

the provisions “according to their plain and ordinary meaning.” First Am. 
PLEA, et al. v. PHOENIX

Decision of the Court

6

Title Ins. Co. v. Johnson Bank, 239 Ariz. 348, 350 ¶ 8 (2016). In approaching 

the text, “we attempt to reconcile and give effect to all terms of the contract 

to avoid any term being rendered superfluous.” Terrell, 248 Ariz. at 49 ¶ 14.

1. The Durational Clauses of the CBAs Apply to the 

Wage Enhancement Provisions Absent a Clear and 

Explicit Exception.

¶16 “[C]ontractual obligations will cease, in the ordinary course, 

upon termination of the bargaining agreement.” Litton Fin. Printing Div., a 

Div. of Litton Bus. Sys., Inc. v. N.L.R.B., 501 U.S. 190, 207 (1991). Further, 

employees do not retain a right to future benefits in the absence of a formal 

written contract to that effect. See Abbott v. City of Tempe, 129 Ariz. 273, 278 

(App. 1981) (permitting city to limit prospective holiday and vacation 

benefits not yet earned); Bennett ex rel. Ariz. State Pers. Comm’n v. Beard, 27 

Ariz. App. 534, 536–37 (App. 1976) (permitting state to modify future 

employment benefits). Thus, continuing any benefits beyond the extent of 

the durational clause of a collective bargaining agreement requires clear 

and explicit language establishing that intent. See Tackett, 574 U.S. at 442; see 

also CNH Industrial N.V. v. Reese, 583 U.S. 133, 140 (2018) (requiring specific 

language intended to override durational clause).

¶17 Though not aligned on all facts, Paczosa v. Cartwright 

Elementary School is instructive. 222 Ariz. 73 (App. 2009). The contracts at 

issue in Paczosa controlled all aspects of the employees’ employment

relationship, while the CBAs here set only compensation and benefits. But 

this difference does not make Paczosa distinguishable from this case. Here, 

as in Paczosa, the main issue is whether benefit provisions that specify a 

term of applicability appearing to conflict with general durational clauses

outlast expiration of the contract. See id. at 76–77 ¶¶ 14–17. In Paczosa, 

certain employment contracts—with a stated one-year duration—allowed 

employees to “choose to receive” certain benefits “over the pay periods of 

one, two, or three contract years immediately prior to termination of 

employment.” Id. at 75 ¶¶ 3–4. The employees sent form notices to the 

employer stating their election to receive these benefits under the 

employment contract for the three-year period. Id. at 75, 78 ¶¶ 5, 23. But 

when the original contract terminated, the employer altered the benefits

offered and presented the new, amended employment contract to the 

employees. Id. at 75 ¶¶ 6–7. The employees refused to sign the new 

employment contracts, asserting instead that they would work under the 

expired contract’s terms. Id. at 76 ¶ 8. As relevant to this appeal, the 

employees argued that their election to receive benefits for the three-year 

term under their prior employment contract (1) prohibited the employer 
PLEA, et al. v. PHOENIX

Decision of the Court

7

from changing the benefits terms and (2) operated to extend the life of the 

prior contract to cover at least the three years of their timely benefits 

election under that document. Id. at 77 ¶¶ 15, 18.

¶18 The Paczosa court declined to construe the three-year benefits 

election as a separate contractual right that prevented the employer from 

changing those benefits. Id. at 77 ¶ 17. It reasoned that the employees had 

no legitimate expectation of employment beyond the one-year duration of 

the old employment contract because the contract itself was expressly 

limited to one-year and statutes precluded a longer contract term. Id. at 77 

¶¶ 15–16. Nor did the employees’ election extend the one-year employment

contract into a three-year contract because the language of the contract did 

not clearly admit of such an interpretation and, again, the law did not 

permit such an extension. Id. at 78 ¶¶ 19–24.

¶19 Here, the 2012–2014 CBAs each contained a two-year 

durational clause that expired at the beginning of July 2014. To that end, all 

provisions were only “binding upon the parties for the term thereof.” Like 

the employees in Paczosa, Plaintiffs signed election forms to participate in a 

benefits program at a date beyond the expiration of the CBAs. And as in 

Paczosa, Plaintiffs assert the three-year election language extends the wage 

enhancement provisions beyond the expiration of the CBAs. But unless 

clear and explicit contract language and statutes provide otherwise, a 

general durational limitation in an employment contract controls, even 

when the contract also provides an election of benefits covering a period 

exceeding the employment contract’s term. Id. at 77–78 ¶¶ 15–24.

¶20 Plaintiffs’ counter by pointing to the CBAs’ phrase “must 

continue for the full three (3) consecutive year period,” as the clause that 

vests their benefits election beyond the termination of the CBAs. But the 

superior court correctly interpreted this language to merely indicate that an 

employee cannot opt in and out of the wage enhancement elections in some 

other fashion. Although electing employees are committed to their election 

for at least a period of three years, their election does not guarantee benefits 

will survive the duration of the CBAs. Surrounding language provides 

context supporting this interpretation. This same section of the CBAs state 

that an employee “may stop and re-start this benefit one time without 

further qualification up to a maximum of a total of six (6) years.” In other 

words, the three-year election language defines the duration of the 

employee’s election while the CBA remains in force to provide such 

benefits. It does not define the duration of the CBAs themselves. See id. at 

78 ¶ 21 (observing that provision allowing participants to receive benefits 

for “one, two, or three contract years” does not bestow “one, two, or three-
PLEA, et al. v. PHOENIX

Decision of the Court

8

year contracts”). Because the CBAs do not contain any clear and express 

language providing that the benefits will survive the two-year durational 

clause of the CBAs, those provisions are limited to two years. See Tackett, 

574 U.S. at 435; Reese, 583 U.S. at 140.

¶21 Plaintiffs argue Paczosa is distinguishable because those 

contracts specified the benefits were available “for the fiscal year this 

Contract is in effect.” But that language parallels language in the CBAs—

that provisions were “binding upon the parties for the term thereof.”

(Emphasis added.) The Clark Plaintiffs argue the employees in Paczosa had 

one-year contracts subject to annual renewal by statute. However, 

Plaintiffs’ contracts were also not indefinite, and all terms were subject to 

renegotiation every three years. P.C.C. §§ 2-215(B), (C), -218(F), (G).

¶22 Applying Paczosa’s reasoning, we conclude the wage 

enhancement provisions at issue here do not confer rights beyond the 

CBAs’ expiration. Therefore, the two-year general durational limits of the 

CBAs apply to the wage enhancement provisions and the elections of 

benefits were effective only for the term of the CBAs. 

2. The Parties Did Not Intend for Wage Enhancements

to Survive Beyond the 2012–2014 CBAs’ Expiration.

¶23 Plaintiffs further argue the wage enhancement provisions’

language indicates that the parties intended the election to receive such 

benefits to extend beyond the CBAs’ expiration. Not so.

¶24 All provisions of the CBAs—including benefits—were 

mandatory subjects of bargaining, with every provision eligible to be 

changed or eliminated. See P.C.C. § 2-215. After the CBAs expired, the 

parties could not agree during renegotiation and the City’s terms

exclusively governed Plaintiffs’ employment and these new terms 

eliminated the wage enhancement provisions of the CBAs, as was the City’s 

right under the City’s code. See P.C.C. § 2-219(J), (K). Because applicable 

law subjects the CBAs to prospective amendment or elimination, rights for 

future benefits derived from those transitory documents cannot be vested. 

See Paczosa, 244 Ariz. at 77 ¶ 16 (citing 11 Williston on Contracts § 30:19, at 

206, 211 (4th ed. 1999) (“[C]ontractual language must be interpreted in light 

of existing law, the provisions of which are regarded as implied terms of 

the contract, regardless of whether the agreement refers to the governing 

law.”)). It is unreasonable to expect that benefits for future compensation

under those CBAs continue beyond the CBAs’ expiration merely by electing 

to receive them during the CBAs’ active term. See id. Thus, the language 
PLEA, et al. v. PHOENIX

Decision of the Court

9

regarding the election to utilize the wage enhancement provisions does not 

indicate intent to confer ongoing vested rights beyond the expiration of the 

CBAs.

¶25 Nevertheless, the PLEA Plaintiffs contend “the parties 

intended the promise to survive” because the wage enhancement 

provisions were “structured for three years . . . for the purpose of impacting 

an officer’s ‘high three’[2] beyond the MOU.” Even assuming the truth of 

this assertion, it does not prove the parties intended for the provisions to 

survive the CBAs’ expiration. Moreover, the parties could not lawfully 

agree to allow the provisions to survive regardless of the effect on the “high 

three” because doing so would obstruct the future renegotiation of 

mandatory subjects or fix the terms of future CBAs, all contrary to the 

requirements of statute. P.C.C. § 2-215.

¶26 The PLEA plaintiffs also contend the City “removed any 

uncertainty as to [its] intent to be bound for a term beyond the MOU” by 

accepting election forms and paying wage enhancements. We disagree. The 

City’s actions show it performed as obligated during the term of the CBAs, 

but do not prove the City’s purported intent to be bound beyond the 

expiration in violation of the City’s code. 

¶27 Finally, the Clark plaintiffs contend the parties must have 

intended wage enhancement to survive because those provisions were 

historically included in previous CBAs. Even so, that fact alone does not 

indicate intent to be bound in the future, such that the right becomes 

presently vested vis-à-vis future agreements. Though many provisions 

were doubtlessly repeated across multiple CBAs, all are still subject to 

renegotiation and change during each negotiation cycle. See P.C.C. § 2-215;

see also Gilmore v. Gallego, No. CV-23-0130-PR, 2024 WL 3590669, at *4 ¶ 22 

(Ariz. July 31, 2024) (observing that employees do not have a right to 

hypothetical future benefits “just because [an] older MOU provided for 

them) (citing Paczosa, 222 Ariz. at 77 ¶ 15); Am. Fed’n of State Cnty. & Mun. 

Emps. AFL-CIO Loc. 2384 v. City of Phoenix, 249 Ariz. 105, 111–113 ¶¶ 26–32 

(2020) (City’s prior promises and longtime practices did not confer vested 

rights) (“AFSCME”).

¶28 Therefore, the language of the CBAs does not establish intent 

to vest in employees a right to wage enhancements after the CBAs expired. 

2 “High three” refers to the highest average of 36 consecutive months 

of salary within the last 10 years of the officer’s service for purposes of

retirement pension calculations.
PLEA, et al. v. PHOENIX

Decision of the Court

10

Instead, we agree with the superior court’s finding that the wage 

enhancement benefits expired with the CBAs that authorized them.

C. The Phoenix City Charter and Code Preclude any 

Continuing Obligation to Pay Wage Enhancements.

¶29 Our supreme court has recognized that a city charter 

effectively constitutes a “local constitution.” McMichael-Gombar v. Phoenix 

Civ. Serv. Bd., 256 Ariz. 312, 316 ¶ 9 (2023) (quoting Piccioli v. City of Phoenix, 

249 Ariz. 113, 118 ¶ 15 (2020)). Further, the City is not bound by alleged 

contracts, promises, or longstanding practices that conflict with its 

governing laws. See AFSCME, 249 Ariz. at 107, 112 ¶ 28 (explaining a city 

cannot act or make promises in violation of its charter). Thus, courts have 

“refused to hold binding on the City a contract that was entered into in a 

manner inconsistent with charter provisions.” Johnson Int’l, Inc. v. City of 

Phoenix, 192 Ariz. 466, 471 ¶ 28 (App. 1998) (citing Barron G. Collier, Inc. v. 

Paddock, 37 Ariz. 194, 204 (1930)).

¶30 The City’s charter vests its officials with the authority to set 

employee compensation unless otherwise established by an MOU “which 

does not exceed three years in duration.” See Phoenix City Charter, Chapter 

III, § 9(A). The City’s code similarly indicates that an MOU or MOA may 

not exceed three years. See P.C.C. §§ 2-215(B), -232(D). In addition, the City’s

charter prohibits the City from entering into any agreement that precludes 

the City’s officials from modifying employment compensation. See Phoenix 

City Charter, Chapter XXV, § 14(F). If the wage enhancement provisions 

were to survive beyond the duration of the CBAs, such an agreement would 

violate the City’s charter and code by exceeding three years and limiting

the City’s power to modify compensation. 

¶31 The PLEA plaintiffs contend there “was no violation” by 

“limiting the duration to two consecutive three-year periods,” because they 

have vested rights for up to an additional six years. Plaintiffs rely on Pointe 

Resorts, Inc. v. Culbertson, 158 Ariz. 137 (1988), claiming the City’s charter 

allows other methods of contracting. In Pointe Resorts, the City entered a 

contract that complied with the charter when it was made. 158 Ariz. at 138–

40, 141–43 (Charter “expressly allowed [Council] to enter into [certain] 

trade agreements”). The court addressed whether a contract that was valid 

when entered was later invalidated by a new law—it did not suggest 

unlawful contracts are enforceable. Id. Here, by contrast, Plaintiffs failed to 

identify any alternative methods of contract formation that the City’s

charter or code provided. To the contrary, the CBAs specify they are subject 
PLEA, et al. v. PHOENIX

Decision of the Court

11

to the Phoenix City Charter and Code, and they must be interpreted in 

accordance therewith.

¶32 The City’s charter and code preclude any obligation to pay

wage enhancement beyond the CBAs’ expiration.

D. The Wage Enhancement Provisions Are Not Retirement 

Benefits and Plaintiffs Did Not Have Vested Rights in

Those Provisions.

¶33 Plaintiffs argue they had vested rights in the wage 

enhancements because they met the eligibility requirements and submitted 

election forms to the City before the CBAs expired. They also assert the

wage enhancements are retirement benefits because the City always treated 

them as pensionable compensation. 

1. The Wage Enhancement Provisions Are Not 

Retirement Benefits.

¶34 The Pension Clause of the Arizona Constitution protects

“public retirement benefits.” Piccioli, 249 Ariz. at 117 ¶ 11; see Ariz. Const. 

art. 29, § 1(D). This protection covers the codified retirement plan and the 

statutory formula for calculating retirement system benefits. Id. at 117 ¶ 12; 

Fields v. Elected Offs.’ Ret. Plan, 234 Ariz. 214, 221 ¶ 33 (2014). However, it 

does not protect purported benefits outside the codified plan. See AFSCME, 

249 Ariz. at 107–08 ¶¶ 8–9 (rejecting claim that was not grounded in 

codified retirement plan because the law “only protect[s] whatever pension 

rights [members] ha[ve] under applicable law”); Cross v. Elected Offs. Ret. 

Plan, 234 Ariz. 595, 599–600 ¶¶ 8–9, 13 (App. 2014) (“Whatever contract 

existed between [member] and the [retirement] Plan, however, guaranteed 

him only the pension due under the law, not something more.”). 

¶35 In Piccioli and AFSCME, our supreme court held the City did 

not impair retirement benefits by terminating compensation programs that 

had no basis in the codified retirement plan. See Piccioli, 249 Ariz. at 119 ¶ 

23 (“Petitioners do not have contractual rights independent of the Plan.”); 

AFSCME, 249 Ariz. at 112–113 ¶¶ 31–32 (explaining City’s prior promises 

and longtime practices did not form a pension contract independent of 

codified plan). Here, PSPRS is a statewide retirement system and Arizona 

statutes define the PSPRS benefits and the formula for calculating them. See

A.R.S. § 38-845. Because the wage enhancement provisions are specifically 

excluded from the definition of compensation in the PSPRS statutes, the

elimination of wage enhancement benefits did not alter anything in the 

PSPRS statutes, the statutory formula, or the way PSPRS benefits are 
PLEA, et al. v. PHOENIX

Decision of the Court

12

calculated. Id.; A.R.S. § 38-842(12).

3 Moreover, the City does not have 

authority to modify or supplement the PSPRS statutes or the benefits under 

them. And the 2012–2014 MOA states: 

Retirement benefits are governed by the provision of State 

law, as set forth in the Arizona Revised Statutes, and are not 

subject to the provisions of this Agreement. The Arizona 

Revised Statutes should be reviewed for the specific 

retirement benefits provided to police officers. 

Thus, wage enhancements cannot be treated as retirement benefits because 

doing so would conflict with PSPRS’s purpose to “provide a uniform, 

consistent and equitable statewide program.” A.R.S. § 38-841(B); cf. 

AFSCME, 249 Ariz. at 111 ¶ 23 (“[N]o logical reason exists to conclude that 

voters intended to grant a lifetime windfall to members who refrained from 

taking vacation. . . . [U]sing those payouts to increase pension benefits 

would result in unequal treatment among members.”). 

¶36 Further, “the pension protection clause protects the statutory 

formula, not the inputs from the employment relationship.” Pisani v. City of 

Springfield, 73 N.E.3d 129, 138–39 ¶ 31 (Ill. App. Ct. 2017).

4 Even though 

elimination of an input may affect the amount of the pension, such is not a 

diminishment or impairment of pension benefits within the meaning of the 

pension protection clause. Id. (“The pension contract was the formula, with 

its variables, and no matter what numbers were plugged into the formula, 

it—and therefore the pension contract—remained the same.”). The law 

does not treat such benefits as vested merely because they could affect 

pension calculations. See id. at 136–39 ¶¶ 26–31. Here, though the wage 

enhancements may affect pension calculations if used during the “high 

three,” that circumstance alone does not qualify them as retirement 

benefits. 

¶37 The wage enhancement provisions cannot be classified as 

retirement system benefits because the wage enhancement provisions at 

issue here are not included in the statutory scheme of the PSPRS. See A.R.S. 

§ 38-841. Therefore, the elimination of the wage enhancements did nothing 

3 Though this statute has been amended many times, the exclusion 

was in place as of the time that the parties agreed to the CBAs.

4 The Arizona Supreme Court has recognized that Arizona, Illinois, 

and New York share similar protections with respect to public pension 

benefits. See Fields, 234 Ariz. at 220.
PLEA, et al. v. PHOENIX

Decision of the Court

13

to modify the statutory formula for any such payments. See Piccioli, 249 

Ariz. at 118 ¶ 18; AFSCME, 249 Ariz. at 110 ¶ 19. Because the PSPRS 

statutory scheme does not include wage enhancements, their elimination

did not implicate the Pension Clause. See Ariz. Const. art. 29 § 1; AFSCME, 

249 Ariz. at 107 ¶ 8; Cross, 234 Ariz. at 600 ¶ 13.

2. Plaintiffs Did Not Have Vested Rights in the Wage 

Enhancement Provisions.

¶38 Under Arizona law, employees do not retain any vested 

rights in future compensation unless a contract expressly indicates that 

right and/or the benefits were earned by services previously rendered. See

Gilmore, 2024 WL 3590669, at *4 ¶ 22; Abbott, 129 Ariz. at 279 (right to merit 

increases only vests upon performance of the required services); Rengstorf 

v. City of Glendale, 14 Ariz. App. 4, 6 (App. 1971) (firefighters do not retain 

vested right in future pay increases); Smith v. City of Phoenix, 175 Ariz. 509, 

514 (App. 1992) (city permitted to modify city code with respect to 

compensation of judges).

¶39 Plaintiffs contend they acquired vested rights to the wage 

enhancement benefits at issue by (1) making an election that gave them a 

right to those benefits, pursuant to the CBAs, and (2) meeting the eligibility 

criteria. Plaintiffs cite several cases to support their claim. But these cases 

show that benefits do not extend beyond the term of a contract or future 

benefits unless expressly stated within the contract. See Paczosa, 222 Ariz. at 

77 ¶¶ 15–17 (no right to benefits after contracts expired); Abbott, 129 Ariz. 

at 278–79 (no vesting of future contract rights was intended where 

compensation is subject to change); Bennett, 27 Ariz. App. at 537 (public 

entity does not impair vested rights by modifying future compensation 

benefits).

¶40 Plaintiffs also rely on Godbey v. Roosevelt School District No. 66, 

131 Ariz. 13 (App. 1981), arguing benefits vest when employees meet 

eligibility requirements and cannot be retroactively modified by the 

employer. In Godbey, a school district sought to modify the employees’ sick 

leave benefits. 131 Ariz. at 14–15, 20–21. The court found employees

acquired vested rights to sick leave as they worked through the school year 

as the condition of service. Id. at 21. Thus, the modification was an improper 

retroactive adjustment to benefits that had vested based on past services. 

Id. at 20–21. Here, by contrast, the City prospectively eliminated the wage 

enhancement benefits after the CBAs expired. It did not make any 

retroactive changes to compensation already earned. 
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¶41 Thus, Plaintiffs have not established a vested right in the 

wage enhancement provisions.

E. The Election Forms Are Not Individual Contracts but

Administrative Documents.

¶42 Plaintiffs further argue the forms the employees signed and 

submitted to obtain the wage enhancements constitute valid and 

enforceable contracts for wage enhancement benefits that persist after the 

underlying CBAs expired. The Clark plaintiffs also assert the Contracts

Clause of the Arizona Constitution prohibits the City from unilaterally 

modifying the election forms as contracts.

¶43 “An enforceable contract requires an offer, acceptance, 

consideration, and sufficient specification of terms.” See State Farm Mut. 

Auto. Ins. Co. v. Frank, 257 Ariz. 228, 334 ¶ 21 (App. 2024). Here, the election 

forms are not contracts. Nor do they purport to be contracts. To begin, the 

CBAs are fully integrated, indicating no other documents affect the terms 

of employment. Moreover, the City’s charter “sets forth prerequisites to 

creating contractual obligations on the City.” Johnson Int’l, 192 Ariz. at 471 

n.4. “All contracts shall be drawn under the supervision of the City 

Attorney, must be in writing, executed in the name of the City of Phoenix 

by the Manager.” Phoenix City Charter, Chapter XIX, § 1. The City’s code 

also requires all agreements regarding wages to be in the CBAs signed by 

the City’s authorized representatives and approved by the Council or 

Manager. P.C.C. §§ 2-209(4), -215(c), -223, -232.

¶44 Here, the election forms do not meet these requirements. As 

discussed above, Plaintiffs’ reliance on Pointe Resorts is misplaced because 

the City’s charter and code do not allow alternative methods of contracting 

as an exception to the CBAs. 158 Ariz. at 141–43. Therefore, the election 

forms are not contracts. See State Farm Mut. Auto. Ins. Co., 257 Ariz. at 334

¶ 21. Rather, they are administrative documents, lacking the components of 

a contract, and do not create mutual obligations. See Paczosa, 222 Ariz. at 77 

¶ 23 (an application for benefits is not an enforceable contract when it 

“contains nothing to support the claim that it functioned as an ‘acceptance’ 

of an ‘offer’”); see also Cross, 234 Ariz. at 600 ¶ 13 (“No new contract was 

formed by the administrative step of completing the retirement 

paperwork.”).

¶45 Further, Plaintiffs have not set forth a supportable claim 

under the Contracts Clause of the Arizona Constitution. See Ariz. Const. art. 

2 § 25. A Contracts Clause violation occurs only when evidence shows that 
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a governmental entity has acted in a manner that impairs existing contract 

obligations. See Dobson Bay Club II DD, LLC v. La Sonrisa de Siena, LLC, 242 

Ariz. 108, 116 ¶ 41 (2017). Because the wage enhancement provisions 

expired with the 2012–2014 CBAs, the Contracts Clause is not implicated. 

Id.

¶46 Therefore, the superior court did not err in granting the City

summary judgment on Plaintiffs’ claims for breach of contract. See 

Rosenberg, 256 Ariz. at 332–33 ¶ 23 (2023).

II. Plaintiffs’ Promissory Estoppel Claim Fails.

¶47 Plaintiffs argue the City is liable for promissory estoppel

because they reasonably relied on the wage enhancement provisions. 

Promissory estoppel is not a theory of contract liability, but rather an 

alternative theory of liability when no contract exists between the parties. 

See State ex rel. Romley v. Gaines, 205 Ariz. 138, 143 ¶ 15 (App. 2003). An

implied contract cannot exist when the parties have an express contract 

covering the same subject matter. AFSCME, 249 Ariz. at 112 ¶ 28 (citing 

Chanay v. Chittenden, 115 Ariz. 32, 35 (1977)). 

¶48 Here, the parties had an express contract. The CBAs 

exclusively governed the parties’ contractual relationship and they 

contained express integration clauses. Plaintiffs’ promissory estoppel 

claims are based on the wage enhancement provisions of the CBAs, breach 

of which they have failed to prove. Therefore, Plaintiffs’ promissory 

estoppel claim fails. See Chanay, 115 Ariz. at 35; AFSCME, 249 Ariz. at 112 

¶ 28; Johnson Int’l, 192 Ariz. at 474 ¶ 49. Plaintiffs have thus shown no error.

III. The Clark Plaintiffs’ Remaining Claims Do Not Prevail.

¶49 The Clark plaintiffs argue the City failed to pay wages under 

the wage enhancement clause. Because the contract was not breached, the 

Clark plaintiffs have not suffered any lost wages as a result of the City’s 

elimination of the wage enhancement provisions after the CBAs expired. 

When the wage enhancement provisions were eliminated, the City 

modified the sick leave and vacation provisions so the payments would be 

made in lump sum. Accordingly, we conclude the Clark plaintiffs’ claim for 

lost wages fails. 

¶50 The Clark plaintiffs further contend they are entitled to

equitable/mandamus relief to preserve their entitlement to wage 

enhancements. Given our determination that the wage enhancements were 

lawfully eliminated upon the expiration of the 2012–2014 CBAs, the Clark 
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plaintiffs have no legal or factual basis to support these claims for equitable 

relief. See Ponderosa Fire Dist. v. Coconino Cnty., 235 Ariz. 597, 601–02 ¶ 19 

(App. 2014) (mandamus may only compel a “purely ministerial” duty

which leaves absolutely no discretion to the public official or board).

IV. The Court Did Not Abuse Its Discretion by Awarding Attorneys’ 

Fees to the City.

¶51 We review the award of attorneys’ fees for an abuse of 

discretion. Peterson v. City of Surprise, 244 Ariz. 247, 253 ¶ 25 (App. 2018). 

We will uphold the award “as long as the record reflects a reasonable basis 

for the award”; the court need not “set forth a detailed factual basis for a 

fee award.” Orfaly v. Tucson Symphony Soc’y, 209 Ariz. 260, 267 ¶ 25 (App. 

2004). A court’s decision whether to award fees under A.R.S. § 12-341.01(A) 

is highly discretionary. Hall v. Read Devel., Inc., 229 Ariz. 277, 279 ¶ 8 (App. 

2012).

¶52 “In any contested action arising out of a contract, express or 

implied, the court may award the successful party reasonable attorney 

fees.” A.R.S. § 12-341.01(A). To determine whether to award fees under 

A.R.S. § 12-341.01(A), courts should consider the following “Warner

factors”: (1) the merits of the unsuccessful party’s claims and defenses; 

(2) “whether the parties could have avoided or settled the litigation and 

whether ‘the successful party’s efforts were completely superfluous in 

achieving the result’”; (3) whether the fee award will cause extreme 

hardship for the paying party; (4) “whether the successful party prevailed 

on all relief sought”; (5) the novelty of the issues; (6) whether the claims or 

defenses are issues of first impression in Arizona; and (7) “whether an 

award of fees would discourage other parties with tenable claims or 

defenses from litigating or defending legitimate contract issues for fear of 

incurring liability for substantial amounts of attorney fees.” Orfaly, 209 

Ariz. at 265–66 ¶ 19 (quoting Associated Indem. Corp. v. Warner, 143 Ariz. 567, 

570 (1985)). 

¶53 As a preliminary matter, the court addressed the seventh 

Warner factor and concluded “the Arizona Supreme Court has rejected such 

an argument in lawsuits (against a governmental entity) that particularly 

arise from a contractual relationship.” The court cited Piccioli and AFSCME. 

The Clark plaintiffs argue Piccioli and AFSCME do not control because 

those cases did not alter the seventh Warner factor, directing courts to 

“consider whether the award in any particular case would discourage other 

parties with tenable claims or defenses from litigating or defending 
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legitimate contract issues for fear of incurring liability for substantial 

amounts of attorney’s fees.” Warner, 143 Ariz. at 570.

¶54 The city-employee plaintiffs in Piccioli and AFSCME raised 

contract and constitutional claims regarding their employment contracts. 

Piccioli, 249 Ariz. at 116 ¶ 7; AFSCME, 249 Ariz. at 107 ¶ 5. In those cases, 

our supreme court awarded attorneys’ fees to the employer-cities because 

the plaintiffs brought claims “as parties to a contract rather than as 

aggrieved citizens.” Piccioli, 249 Ariz. at 119 ¶ 24; AFSCME, 249 Ariz. at 113 

¶ 33. Given this precedent, the superior court did not abuse its discretion in

finding that awarding fees in this case would not risk a chilling effect.

¶55 As to the other Warner factors, the court stated it considered 

all of the Warner factors, but detailed only the first four, finding: (1) though 

not meritorious, Plaintiffs’ claims were “brought in good faith” and were 

not frivolous; (2) no party presented evidence of “significant efforts to 

resolve this case” without litigation; (3) Plaintiffs did not present any 

evidence to support their claims of undue hardship; and (4) the City did not 

request fees on matters for which it did not prevail. 

¶56 Finally, the court explained, “these consolidated lawsuits 

required the City of Phoenix to defend against a multi-million dollar claim 

involving hundreds of police officers” and “this complex litigation—

stretching over more than 8 1⁄2 years—required the City of Phoenix to 

expend significant resources in its own defense.” 

¶57 The Clark Plaintiffs contend the court abused its discretion 

because it found three Warner factors did not support a fee award. But the 

court stated it considered all factors and the context of the litigation.

Further, the court significantly reduced the award of fees from that which 

was requested, demonstrating its careful consideration. The record 

supports the court’s findings and conclusions. Therefore, the court did not 

abuse its broad discretion in awarding reduced fees to the City. See Hall, 229 

Ariz. at 279 ¶ 8.

V. Attorneys’ Fees and Costs on Appeal

¶58 On appeal, the parties request an award of their respective 

attorneys’ fees and costs under A.R.S. § 12-341.01 and ARCAP 21. After 

consideration and in the exercise of our discretion, we decline to award 

attorneys’ fees. We award the City its costs upon compliance with Arizona 

Rule of Civil Procedure 21. 
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CONCLUSION

¶59 We affirm.