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THE SUPREME COURT OF NEW HAMPSHIRE

___________________________

Grafton

No. 2014-0739

SIGNAL AVIATION SERVICES, INC.

v.

CITY OF LEBANON

Argued: January 7, 2016

Opinion Issued: June 28, 2016

Law Office of Stephen P. Girdwood, PLLC, of Lebanon (Stephen P. 

Girdwood on the brief and orally), for the plaintiff.

Gardner Fulton & Waugh PLLC, of Lebanon (Adele M. Fulton on the brief 

and orally), for the defendant.

HICKS, J. The plaintiff, Signal Aviation Services, Inc. (Signal), appeals a 

ruling of the Superior Court (Bornstein, J.) granting summary judgment in 

favor of the defendant, City of Lebanon (City), in this action by Signal for, 

among other things, breach of contract. The City cross-appeals a portion of the 

trial court’s order interpreting the contract. We affirm.

The following facts were recited in the trial court’s order, are contained in 

the record, or are taken from our decision in a prior appeal in this case. See

Signal Aviation Servs. v. City of Lebanon, 164 N.H. 578 (2013). Signal leases 
2

8.91 acres at the Lebanon Municipal Airport (airport) as assignee of a Lease 

and Operating Agreement (LOA). The City owns the airport and is the lessor 

under the LOA. The LOA grants Signal the nonexclusive right and obligation to 

provide fixed based operator (FBO) services at the airport. FBO services 

include “aircraft ground guidance and ramp service, aircraft parking and 

storage, aircraft maintenance and repair service, flight training, sale and rental 

of aircraft, flight services and charter operations, and maintenance in operation 

of facilities for the comfort and convenience of pilots and passengers.” 

(Quotation and ellipsis omitted.) In granting this nonexclusive right, the City 

agreed in paragraph 3M(2) of the LOA that “[a]ny other operator of aeronautical 

endeavors or activities will not be permitted to operate on the Airport under 

rates, terms [or] conditions which are more favorable than those set forth in 

this Agreement.”

In 2006, the City increased the assessed value of the land leased by 

Signal, not including the improvements, from $77,400 to $868,300, resulting 

in a corresponding increase in Signal’s property tax liability. Id. at 580. Signal 

applied for an abatement of taxes for the years 2006 and 2007. Id. Following 

denial by the City’s assessors, Signal appealed to the New Hampshire Board of 

Tax and Land Appeals (BTLA). Id. The BTLA dismissed the appeals because 

Signal failed to present evidence of the property’s market value. Id. Signal did 

not appeal that decision. Id.

Signal then brought the instant action claiming, among other things, 

breach of contract. Its writ alleged that the City “materially breached its 

obligations under the [LOA] by providing more favorable and disproportionate 

tax assessments and taxation schemes under agreements with other entities at 

the Airport providing commercial aeronautical services there.”

The City filed a motion to dismiss, arguing that Signal’s exclusive remedy 

for disproportionate taxation was through the statutory abatement process 

and, consequently, the trial court lacked jurisdiction to grant the relief sought. 

Id. at 581. The trial court granted the City’s motion and Signal appealed. Id. 

at 579.

On appeal, we affirmed the trial court’s order in part, reversed in part, 

and remanded for further proceedings. Id. We held that “to the extent that 

Signal’s breach of contract claim sought relief from ‘disproportionate taxation,’ 

its claim [was] unavailing,” as it was, “in effect, a claim for abatement of taxes

. . . [which] may be pursued only through the tax abatement statutory 

scheme.” Id. at 583. We also held:

However, to the extent that Signal’s breach of contract claim 

sought relief from “unequal treatment,” specifically with respect to 

the amount of taxable land the City attributes to Signal and to 

other airport tenants with which the City contracts, Signal may 
3

pursue this claim without complying with the tax abatement 

statutory process.

Id. at 583-84.

On remand, the City moved for summary judgment on what remained of 

Signal’s breach of contract claim. The trial court noted that Signal’s objection 

specified four tenants, or categories of tenants, that were allegedly taxed 

disproportionately. First, Signal claimed that Magic Bird Contracting, Inc. 

(Magic Bird) and Lebanon Hangar Associates, Ltd. (Lebanon Hangar) are taxed 

more favorably than Signal. Second, Signal argued that tenants at the 

Executive Ramp, where the City had constructed T-hangars and tie-down 

spaces “to provide the public with . . . parking spaces for private aircraft,”

receive more favorable tax treatment. (Quotation omitted.) Third, Signal 

contended that tenants at the Airport Terminal are taxed disproportionately. 

Finally, Signal claimed that the City’s exemption from taxes constitutes 

unequal treatment for purposes of paragraph 3M(2).

The trial court granted the City’s motion for summary judgment, and 

Signal now appeals. The City cross-appeals, challenging a portion of the trial 

court’s interpretation of the LOA. On April 21, 2016, we requested 

supplemental briefing from the parties on the following questions:

With respect to the issue of taxation, do paragraphs 3M(2) and 3D, 

taken together, ensure only that all operators of aeronautical 

endeavors or activities permitted to operate on the airport will be 

required to pay such taxes as are lawfully levied or assessed?

Does the City’s operation of the Executive Ramp violate paragraphs 

3M(2) and 3D as so construed?

Having received supplemental briefs from both parties, we now resolve the 

issues before us.

Our standard of review is well-settled:

In reviewing the trial court’s rulings on cross-motions for 

summary judgment, we consider the evidence in the light most 

favorable to each party in its capacity as the nonmoving party and, 

if no genuine issue of material fact exists, we determine whether 

the moving party is entitled to judgment as a matter of law. If our 

review of that evidence discloses no genuine issue of material fact 

and if the moving party is entitled to judgment as a matter of law, 

then we will affirm the grant of summary judgment.
4

Granite State Mgmt. & Res. v. City of Concord, 165 N.H. 277, 282 (2013) 

(quotations and citation omitted).

In addition, this appeal requires us to review the trial court’s 

interpretation of the LOA. Our review is de novo “[b]ecause the proper 

interpretation of a written agreement is ultimately a question of law for this 

court.” Gen. Linen Servs. v. Franconia Inv. Assocs., 150 N.H. 595, 597 (2004). 

We will sustain the trial court’s findings and conclusions unless they are 

lacking in evidentiary support or tainted by error of law. Id. Our standards 

regarding contract interpretation are also well-established:

It is axiomatic that we give an agreement the meaning intended by 

the parties when they wrote it. When interpreting a written 

agreement, we give the language used by the parties its reasonable 

meaning, considering the circumstances and context in which the 

agreement was negotiated, when reading the document as a whole. 

Absent ambiguity, the parties’ intent will be determined from the 

plain meaning of the language used. Only when the parties 

reasonably disagree as to its meaning will the agreement’s 

language be deemed ambiguous. If the agreement’s language is 

ambiguous, it must be determined what the parties, under an 

objective standard, mutually understood the ambiguous language 

to mean.

Id. (citations omitted).

Signal argues that the trial court erred in: (1) ruling that the City is not 

an “operator of aeronautical endeavors or activities” for purposes of paragraph 

3M(2) of the LOA; (2) ruling that the City has no authority to not assess taxes 

on the premises leased to Signal; (3) ruling that Signal cannot raise the claims 

that it has been treated differently with respect to the amount of land 

attributed to it for taxation as compared to the amount attributed to Lebanon 

Hangar, Magic Bird, and the tenants at the airport’s Airport Terminal; and (4) 

finding that all airport tenants are taxed for the entire amount of land they 

lease. In its cross-appeal, the City challenges “the trial court’s ruling that 

paragraph 3M(2) is generally inclusive of the subject of real estate taxation.”

Signal first challenges the trial court’s conclusion that the City is not an 

“operator of commercial endeavors or activities” under paragraph 3M(2). 

(Quotation and underlining omitted.) It argues that the trial court

failed to recognize that the Lease language in question has its 

origin in the economic non-discrimination provisions of . . . FAA 

grant assurances . . . [under which] the City must . . . treat itself 

as an operator of aeronautical endeavors and not have more 
5

favorable terms or conditions than other operators leasing at the 

Airport when the City is in competition with those operators.

FAA (Federal Aviation Administration) grant assurances are written

assurances, given by airport sponsors, such as the City, “as a condition of 

receiving federal funds for airport improvements,” in which the sponsor pledges 

that it “will make the airport available for public use without unjust 

discrimination and will subject FBOs who use the airport in a similar manner 

to the same charges.” Gary Jet Center, Inc. v. Gary/Chicago Intern. Airport 

Authority, No. 2:13-CV-453 JVB, 2014 WL 1329412, at *2 (N.D. Ind. Apr. 2, 

2014). Signal cites two provisions of the City’s grant assurances dealing with 

economic nondiscrimination. The first, assurance 22(c), provides that “[e]ach 

fixed-base operator at the airport shall be subject to the same rates, fees, 

rentals and other charges as are uniformly applicable to all other fixed-base 

operators making the same or similar uses of such airport and utilizing the 

same or similar facilities.” The second, assurance 22(g), provides that “[i]n the 

event the sponsor itself exercises any of the rights and privileges referred to in 

this assurance, the services involved will be provided on the same conditions as 

would apply to the furnishing of such services by commercial aeronautical 

service providers authorized by the sponsor under these provisions.” Signal 

contends that the City, as the airport sponsor, has “provid[ed] aeronautical 

services at the Airport” in competition with Signal, including, but “not 

necessarily limited to, the leasing of [hangar], tie-down and operational space.”

The City asserts that the definitions of the terms used in paragraph 3M 

are contained in the Airport Rules promulgated by the City and argues that 

these definitions are incorporated into the LOA and “control how paragraph 3M 

is to be construed.” The term “Operator,” for instance, is defined in the Airport 

Rules as “any Entity who has applied for and received written permission to 

engage in a Commercial Activity at or from the Airport, and ha[s] entered into 

and executed the required Lease/operating agreement with the City.” 

(Underlining omitted.) The City argues, and the trial court agreed, that

paragraph 3M(2) cannot be construed to include the City as an “operator” 

because “doing so would require the City to enter into agreements with itself.” 

Rather, the City contends, “[t]his paragraph can only refer to third parties 

(private entities besides Signal and the City).”

Although the trial court found that “[t]he parties do not dispute that the 

Agreement incorporates by reference the City’s rules and regulations for the 

operation of the airport,” we are not convinced that such incorporation was so 

broad as to supply the definitions for the terms used in paragraph 3M.1 

 

1 The City notes that the Airport Rules themselves provide that “[t]hese Minimum Standards 

shall be appended to and considered part of all present and future Lease/operating agreements 

with the City at the Airport.” Nevertheless, the Minimum Standards portion of the Airport 

Rules does not itself contain the definitions of terms and the City has not directed us to a 
6

Paragraph 3E of the LOA obligates Signal to “comply with all federal, state and 

local laws, rules and regulations which may apply to the conduct of the 

business contemplated, including rules and regulations promulgated by the 

City.” We do not read this language to unambiguously incorporate the 

definition of “operator” into a separate provision of the LOA that circumscribes 

the City’s rights.

We agree with Signal, moreover, that the City’s FAA assurances are 

relevant to interpreting the LOA. Paragraph 13 of the LOA provides, in part:

This Agreement shall be subject and subordinate to the provisions 

of any existing or future agreement between the City and the 

United States, or any agency thereof, relative to the operation or 

maintenance of the Airport, the execution of which has been or 

may be required as a condition precedent to the expenditure of 

federal funds for the development or operation of the Airport.

In light of this broader incorporation of the FAA assurances, we decline to 

affirm the trial court’s conclusion that “the City is not an ‘operator of 

aeronautical endeavors or activities’ under any reading of [paragraph 3M(2)]; it 

is simply a lessor of real estate at the Airport.” The FAA has defined 

aeronautical activity as “any activity that involves, makes possible, or is 

required for the operation of aircraft or that contributes to or is required for the 

safety of such operations . . . includ[ing] . . . aircraft storage.” BMI Salvage 

Corp. v. F.A.A., No. 11-12583, 2012 WL 2924025, at **3 (11th Cir. July 19, 

2012) (quotation omitted). It is undisputed that the City leases T-hangars and 

tie-down spaces at the Executive Ramp to private aircraft owners. Thus, we 

conclude that the City conducts “aeronautical endeavors or activities” at the 

airport. Accordingly, we cannot conclude that the City is unambiguously 

excluded as an “operator” under paragraph 3M and, for purposes of this 

opinion, we assume, without deciding, that the City is an “operator of 

aeronautical endeavors or activities” under paragraph 3M(2). This assumption 

is relevant to our ultimate disposition, as set forth below.

Signal next contends that the trial court erred in concluding that the City 

lacks authority to assess no taxes on the premises it leased to Signal. “The 

assessment and collection of taxes must be based on legislative authority.” 

N.E. Tel. & Tel. Co. v. City of Rochester, 144 N.H. 118, 120 (1999) (Rochester I). 

The allocation of the tax burden at issue here is mandated by statute. See id. 

RSA 72:6 provides that “[a]ll real estate, whether improved or unimproved, 

shall be taxed except as otherwise provided.” RSA 72:6 (2012). City-owned 

real estate is exempted under RSA 72:23, which provides that the “[l]ands and 

the buildings and structures thereon and therein . . . owned by . . . a New 

Hampshire city,” RSA 72:23, I(a) (2012), are exempt from taxation unless 

 

factual finding that the Minimum Standards were appended to the LOA.
7

otherwise provided by statute. RSA 72:23 (2012); see Wooster v. Plymouth, 62 

N.H. 193, 209 (1882) (explaining that the property of municipal corporations “is 

exempted from state taxation, because, like the property of the state, it is 

public”). RSA 72:23, I(b), in turn, “otherwise provid[es]” with respect to

property that a city leases to others:

All leases and other agreements, the terms of which provide for the 

use or occupation by others of real or personal property owned by 

the state or a city, town, school district, or village district, entered 

into after July 1, 1979, shall provide for the payment of properly 

assessed real and personal property taxes by the party using or 

occupying said property no later than the due date.

RSA 72:23, I(b) (emphasis added); see Verizon New England v. City of 

Rochester, 151 N.H. 263, 266-67 (2004) (Rochester II) (holding that, according 

to the unambiguous, plain language of RSA 72:23, I(b), “leases and other 

agreements which permit the use or occupation of public property must 

provide for the payment of properly assessed real estate taxes”); Rochester I, 

144 N.H. at 122 (explaining that leased property excepted, under RSA 72:23, 

I(b), from RSA 72:23, I(a)’s municipal tax exemption remains taxable under 

RSA 72:6 and that RSA 72:23, I(b) “simply requires the [municipality] to shift 

the tax burden imposed by RSA 72:6 to [its lessee] by making tax liability a 

condition of” the lease). Accordingly, paragraph 3D of the LOA provides:

[Signal] shall meet all expenses and payments in connection with 

the use of the Premises and the rights and privileges herein 

granted, including taxes, permit fees, license fees and assessments 

lawfully levied or assessed upon the Premises or property at any 

time situated therein and thereon. [Signal] may, however, at its 

sole expense and cost, contest any tax, fee or assessment.

We have held that “[t]owns have no power to assess any tax not 

authorized by statute, nor to change or modify the public law regulating 

taxation.” Mack v. Jones, 21 N.H. 393, 395 (1850). Thus, in Piper v. Meredith, 

83 N.H. 107 (1927), we held that even if the plaintiff could prove that the town 

contracted with the plaintiff’s predecessor in interest that he “and his 

successors should occupy the premises forever without the payment of taxes,” 

it “would not entitle [the plaintiff] to the relief for which he prays in this 

petition, i.e., that the tax assessed against him be abated.” Piper, 83 N.H. at 

112, 113 (quotation omitted). We concluded that “[t]he contract, if proved, 

would be illegal and void, for a town cannot, by grant or stipulation in a 

conveyance, exempt land from taxation.” Id. at 113. In accordance with these 

precedents, we agree with the trial court that the City has no power to contract 

with Signal not to tax the leased property. See id.
8

Signal nevertheless argues that “[w]hether or not the City has legal 

authority to enter into a contract to not tax land, that is what the City did.” It 

cites Lebanon Hangar Associates, Ltd. v. City of Lebanon, No. 215-2007-EQ0025 (N.H. Super. Ct. Mar. 7, 2013), which we affirmed by unpublished order, 

Lebanon Hangar Associates, Ltd. v. City of Lebanon, No. 2013-0319 (N.H. Apr. 

17, 2014). Lebanon Hangar Associates involved an arbitrator’s decision 

reforming a lease at the Lebanon Airport. Lebanon Hangar Assocs. v. City of 

Lebanon, 163 N.H. 670, 672 (2012). The arbitrator concluded that Lebanon 

Hangar “is not and has not been obligated to pay real estate taxes to the City 

under the lease.” Id. (quotation omitted). We noted that “[t]he evidence of the 

parties’ intentions upon which the arbitrator could have relied” consisted in 

part of “two letters, exchanged between the parties around the time of the 

execution of the lease, expressing both parties’ expectation that taxes would be 

assessed on the leased building and structures on the land, but not on the 

City-owned land itself.” Lebanon Hangar Associates, No. 2013-0319, at 3.

The arbitrator considered purportedly conflicting case law in New 

Hampshire on the subject of taxation of property leased by a municipality; 

namely, Appeal of Reid, 143 N.H. 246 (1998), on the one hand, and Rochester 

I, Rochester II, and Verizon New England v. City of Rochester, 156 N.H. 624 

(2007), on the other. See Lebanon Hangar Associates, No. 2013-0319, at 5-6. 

We declined to resolve the purported conflict; rather, under the standard of 

review applicable to arbitrators’ awards, see RSA 542:8 (2007), we determined 

that we could not “conclude that the arbitrator committed ‘plain mistake’ in 

holding that RSA 72:23, I(b) ‘does not prevent reformation of a lease such that 

the lessee is not required to pay taxes on the leased land.’” Lebanon Hangar 

Associates, No. 2013-0319, at 6; see Masse v. Commercial Union Ins. Co., 136 

N.H. 628, 632 (1993) (noting that “RSA 542:8 allows the superior court to alter 

an arbitrator’s decision only for ‘plain mistake,’ or to vacate it for ‘fraud, 

corruption, or misconduct’”). Accordingly, in addition to being a nonprecedential, unpublished decision, Lebanon Hangar Associates is 

distinguishable on the basis of its procedural posture and the deferential 

standard of review we applied.

In any event, we do not find Reid incompatible with our subsequent case 

law. In Reid, we “look[ed] to the plain meaning of RSA 72:23, I,2 and 

conclude[d] that in order for leaseholds for a term of years to be taxable under 

RSA 72:23, the lease agreement with the town must include a provision for the 

payment of property taxes.” Reid, 143 N.H. at 252. We determined that the 

 

2 We noted in Reid that RSA 72:23, I, had been amended several times during the period in which 

“the petitioners’ individual leases were signed” and that, therefore, “different versions of the 

statute appl[ied].” Reid, 143 N.H. at 250. We further noted, however, that, in general, “the 

pertinent provisions in effect for each lease did not differ in any significant manner.” Id. at 251. 

Similarly, amendments to the statute subsequent to Reid are immaterial to our analysis here. See

RSA 72:23, I (1991) (amended 1993, 1999, 2002, 2003, 2006, 2011).
9

leaseholds at issue were not taxable because “the leases d[id] not include the 

tax provision required by RSA 72:23, I.” Id. at 253.

“[C]aution[ing] against imputing too much weight to comments of 

proponents of bills offered in legislative committee hearings,” we “reject[ed] the 

town’s argument that committee notes of comments made by the bill’s 

proponents regarding a 1979 amendment to the statute demonstrate that RSA 

72:23 requires lessees of public property to be taxed on their leasehold 

interests.” Id. (emphasis added) (quotation omitted); cf. Rochester II, 151 N.H. 

at 266-67 (interpreting the plain language of RSA 72:23, I(b)). To the extent 

that language could be read as being inconsistent with our treatment of RSA 

72:23 in Rochester I, Rochester II, and Verizon New England, we note that the 

Reid language is dicta. We concluded the discussion of that argument by 

stating: “Because the issue is not before us, however, we express no opinion as 

to the validity of leases that do not include a provision providing for the 

payment of properly assessed taxes as required by the enforcement provision of 

RSA 72:23, I(b).” Reid, 143 N.H. at 253. Here, the LOA contained a provision 

— paragraph 3D — that required Signal to pay all lawfully levied or assessed

taxes. Thus Reid is inapposite to the case before us.

As noted previously, a contract that purports to exempt taxable land 

from taxation “would be illegal and void.” Piper, 83 N.H. at 113. We therefore 

decline to construe paragraph 3M(2) to require the City to not tax Signal on the 

leased premises and, accordingly, we reject Signal’s second claim of error. We 

are aware of a line of cases indicating that a municipality could contract to 

reimburse its lessee for taxes paid. See Hampton v. Hampton Beach 

Improvement Co., 107 N.H. 89, 99 (1966) (stating that while “[t]he town could 

not lawfully exempt [leased] real estate from taxation . . . [it] could validly 

contract with the lessee to pay any taxes as a consideration for the lessee’s 

undertakings in the lease”); Hampton etc. Co. v. Hampton, 77 N.H. 373, 374 

(1914) (same); cf. Town of Ossipee v. Whittier Lifts Trust, 149 N.H. 679, 686 

(2003) (concluding that license for use of state-owned communications tower 

provided “that the State would reimburse Whittier Communications for any 

taxes it pays relating to its use of the tower”). As the LOA here contains no 

such provision, however, that line of cases is also inapposite. Moreover, we 

express no opinion as to whether the City could include such a provision in 

airport leases subject to its FAA assurances.

Signal next challenges the trial court’s ruling that Signal could not 

proceed on its claims that it has been treated differently with respect to the 

amount of taxable land attributed to it as compared to the amounts attributed 

to Magic Bird, Lebanon Hangar, and the tenants at the airport’s Airport 

Terminal. The court ruled that Signal had not raised these claims in its 

original pleadings and could not raise them for the first time on summary 

judgment.
10

Pleadings are construed liberally in this jurisdiction. See Robbins v. 

Seekamp, 122 N.H. 318, 322 (1982). “Pleadings ought to be simple, concise 

and indicate the theory on which the plaintiff is proceeding so that the 

opposing party can adequately defend.” Morency v. Plourde, 96 N.H. 344, 345-

46 (1950).

We conclude that the trial court did not err in granting summary 

judgment to the City on Signal’s claims related to the Airport Terminal tenants, 

Magic Bird, and Lebanon Hangar because we agree with the City that “Signal 

never alleged a breach with respect to the amount of taxable land attributed to 

any tenants except in relation to those at the Executive Ramp.”

Signal’s writ alleged:

30. Signal is obligated to pay taxes on a large portion of the airport 

property, even though a significant portion of the taxed lot is 

undeveloped or open for public use and access.

31. The method used by the City to attribute taxable land to 

tenants at the Executive Ramp leaves a significant portion of the 

land comprising the Executive Ramp untaxed and amounts to 

different terms and conditions for tenants there as opposed to the 

terms and condition[s] under which Signal operates at the Airport, 

as well as providing the City with a competitive advantage over 

Signal.

(Emphases added.) There appears to be no dispute that the Airport Terminal 

tenants, Magic Bird, and Lebanon Hangar are not tenants at the Executive 

Ramp. The deposition testimony of Signal’s prior vice president and chief 

operating officer indicates that the Airport Terminal is at the West Ramp and 

that Lebanon Hangar is located at the South Ramp. Magic Bird’s location is

not evident in the record, but Signal’s answers to interrogatories state that the 

City began leasing space at its newly-constructed Executive Ramp in 2008 —

two years after Signal alleges that the City taxed Magic Bird’s leased land at 

zero dollars. Accordingly, there appears to be no genuine dispute of material 

fact as to the location of each of these tenants outside the Executive Ramp. 

Because Signal’s allegations regarding disparate attribution of taxable land 

apply only to tenants at the Executive Ramp, the trial court did not err in 

granting summary judgment to the City on Signal’s claims as to the Airport 

Terminal tenants, Magic Bird, and Lebanon Hangar.

3

 

3 The trial court granted the City summary judgment on Signal’s claims with respect to the 

Executive Ramp tenants on the basis that “the Executive Ramp tenants are not commercial 

operators of aeronautical endeavors or activities but are simply lessees of parking spaces” and 

therefore “do not fall within the purview of paragraph 3M(2).” Signal has not appealed that ruling.
11

Signal nevertheless argues that the trial court construed Signal’s claims 

too narrowly and failed to incorporate prior allegations into its contract claim. 

Signal contends that its factual allegations were “just specific enough to 

support each underlying claim” and that it purposefully “referred to tenants in 

a general context” so as “to be inclusive of all tenants providing commercial 

aeronautical services and the City itself.” Thus, Signal’s breach of contract

claim alleged that “[t]he City has materially breached its obligations under the 

[LOA] by providing more favorable and disproportionate tax assessments and 

taxation schemes under agreements with other entities at the Airport providing 

commercial aeronautical services there.” Signal argues that the tenants at the

Airport Terminal, as well as Magic Bird and Lebanon Hangar, “fit the defined 

class of ‘other entities at the Airport providing commercial aeronautical services 

there.’” It contends that its argument is stronger with respect to Magic Bird 

and Lebanon Hangar because more specific allegations concerning them were 

incorporated by reference into its contract claim. Signal argues that the trial 

court erred by “unfairly and inappropriately . . . associat[ing] those allegations 

with individual tax claims dismissed earlier by the Court.”

Signal’s writ alleged:

22. . . . Magic Bird . . . was assessed $0 (zero dollars) for the land 

upon which its improvements were constructed.

23. . . . Lebanon [Hangar] . . . was assessed at $283,000 for the 4.6 

acres of leased land upon which its improvements were 

constructed (approximately $61,000/acre).

. . . .

26. The leased land for each of [Signal’s, Magic Bird’s, and Lebanon 

Hangar’s] described parcels is similar in location, available and 

permitted use, and airport access, and should all be assessed at 

relatively the same value per acre.

(Emphases added.) We agree with the City and the trial court that these 

allegations relate to Signal’s claim, which we held to be “unavailing,” Signal 

Aviation Servs., 164 N.H. at 583, that it “was being disproportionately assessed

as compared to other entities operating and leasing land at the Airport.” We 

find no indication in the above allegations, or in any others in Signal’s writ, 

that Signal claimed disproportionate attribution of taxable land to it as 

compared with such attributions to Magic Bird and Lebanon Hangar.

Furthermore, although pleadings are liberally construed in this 

jurisdiction, Robbins, 122 N.H. at 322, “[t]he defendant is entitled to be 

informed of the theory on which the plaintiffs are proceeding.” Morency, 96 

N.H. at 346. We cannot conclude that a claim alleging “more favorable and 
12

disproportionate tax assessments and taxation schemes under agreements 

with other entities at the Airport providing commercial aeronautical services 

there” adequately informed the City that Signal sought to proceed on a theory 

of disproportionate attribution of taxable land with respect to the Airport

Terminal tenants, Magic Bird, and Lebanon Hangar. Accordingly, we affirm the 

trial court’s grant of summary judgment to the City on these claims.

Signal next challenges the trial court’s conclusion that all tenants at the 

airport, including the Airport Terminal tenants, Magic Bird, and Lebanon 

Hangar, are, like Signal, “taxed for the entire amount of land or space that each 

such tenant leases.” This conclusion was an alternative ground for granting 

summary judgment to the City “even if Signal could now present its unequal 

treatment claims concerning [Lebanon Hangar], Magic Bird, and the Airport 

Terminal tenants at this late date.” Because we have affirmed the trial court’s 

ruling that Signal could not first raise these claims at the summary judgment 

stage, we decline to address the court’s alternative ruling.

We now turn to the City’s cross-appeal. The trial court rejected the City’s 

argument that paragraph 3M(2) of the LOA “applies only to the ‘operating terms 

and conditions at the airport’ and not ‘to the subject of taxes.’” Noting that the 

provision contains no “limiting or qualifying language” that would restrict its 

scope, the court ruled:

[T]he plain and unambiguous language of the provision applies 

generally to all rates, terms and conditions, including the subject 

of real estate taxation. This interpretation is consistent with the 

purpose of the provision, which is to ensure that Signal may 

operate on a level playing field with respect to any competing 

“operators.” The extent of Signal’s tax burden directly affects the 

topography of Signal’s playing field vis-à-vis any other “operators of 

aeronautical endeavors or activities” at the Airport.

We agree with the trial court that inclusion of taxation is consistent with 

paragraph 3M’s purpose to assure Signal a level playing field with respect to 

other operators of aeronautical endeavors or activities at the airport. The City 

argues, however, that “the trial court overlooked the very nature and purpose 

of that paragraph within its context, particularly when paragraph 3D 

specifically addresses taxes consistent with State law.” It first asserts that 

paragraph 3M is “governed and defined” by the Airport Rules “regarding how, 

and in what manner, commercial operations at the Airport can be performed.” 

It again contends that the Airport Rules “are the source of definitions for the 

terms found in the paragraph and [are] clearly incorporated by reference.”

We have expressed reservation as to whether the LOA incorporates the 

definitions contained in the Airport Rules. In any event, the City’s argument is 

based not upon what is contained in the Airport Rules, but rather, what is not. 
13

The City notes that the topic of taxation is never mentioned in the Airport 

Rules. “The scope, nature and purpose of the Rules evince no intent to address 

that subject, which is not surprising,” the City argues, because the rules grant 

the “authority to manage the Airport and all operations therein and thereon” to 

the Airport Manager, who “would have no authority to adjust, negotiate, waive, 

assess or enforce taxes with respect to any tenancy at the Airport.” The latter 

authority, the City asserts, lies with the board of assessors. The City then 

contends that paragraph 3M should be interpreted in light of this legal 

framework, in which taxes are dealt with under a statutory scheme wholly 

separate from the regulation of aeronautical operations at the airport.

Failure to keep these regulatory domains separate, the City argues, 

“creates a conflicting scheme between tax and contract laws that could 

generate many inequities between tenants at the Airport and elsewhere.” For 

example, the City argues:

[If paragraph 3M] applies to taxes, at what point is one tenant’s 

real estate tax a “rate, term or condition” that is more favorable 

than another’s? . . . Well-settled tax law provides a remedy for 

disproportionate taxation when one taxpayer’s assessment is 

compared to the general level of assessment in the entire 

community. However, if paragraph 3M(2) is inclusive of taxes, one 

taxpayer’s assessment could be compared unfavorably to just one 

other tenant at the Airport and allegations of breach could be 

leveled, and then the appropriate remedy could come into conflict 

with State law.

(Citation omitted.)

We perceive no such conflict. Paragraph 3M(2) provides that no “other 

operator of aeronautical endeavors or activities will . . . be permitted to operate 

on the Airport under rates, terms [or] conditions which are more favorable than 

those set forth in” the LOA. (Emphasis added.) No tax “rate” is set forth in the 

LOA. The only “term[]” or “condition[]” in the LOA that deals with taxation is 

paragraph 3D, which requires Signal to “meet all expenses and payments in 

connection with the use of the Premises and the rights and privileges herein 

granted, including taxes, permit fees, license fees and assessments lawfully 

levied or assessed upon the Premises or property at any time situated therein 

and thereon.” (Emphases added.) Thus, with respect to taxation, paragraph 

3M(2) merely obligates the City to require all other operators to pay all lawfully 

levied or assessed taxes. We note that the City itself asserts that “State tax 

laws . . . require municipalities to assess all taxpayers (whether a tenant or not) 

equitably and to treat all similarly situated taxpayers in a similar manner.” 

Accordingly, we are not persuaded to adopt the City’s interpretation of 

paragraph 3M(2) with respect to taxation and accordingly we deny its crossappeal.
14

Nevertheless, although we deny the City’s cross-appeal, our analysis of 

the City’s arguments, taken to its logical conclusion, also disposes of Signal’s 

appeal. We have concluded that paragraph 3M(2), so far as it concerns 

taxation, merely obligates the City to require all other operators to pay all 

lawfully levied or assessed taxes. Because we have assumed, without deciding,

that the City is an “operator of aeronautical endeavors or activities” under 

paragraph 3M(2), we read that paragraph to require the City, as lessor, to 

ensure that it, as an “other operator,” also pays all lawfully levied or assessed 

taxes. As noted above, however, City-owned property is statutorily exempt 

from taxation and, thus, no property taxes are “lawfully levied or assessed”

against the City. Thus, the City’s nonpayment of taxes does not violate 

paragraph 3M(2). Accordingly, we affirm the trial court’s grant of summary 

judgment to the City. See State v. Cook, 158 N.H. 708, 713 (2009) (noting that 

“[w]e will not reverse a trial court decision when it reaches the correct result 

and valid alternative grounds exist to reach that result” (ellipsis omitted)).

Affirmed.

DALIANIS, C.J., and CONBOY and LYNN, JJ., concurred.