source: Caselaw Access Project

author: Chief Justice SAYLOR.

license: Public Domain

text:
    110 A.3d 178
    Wayne HARRISON and Mary Harrison, Appellees v. CABOT OIL & GAS CORPORATION, Appellant.
    Supreme Court of Pennsylvania.
    Submitted Oct. 8, 2014.
    Decided Feb. 17, 2016.

      Kevin Jon Moody, Esq., Pennsylvania Independent Oil and Gas Association, for PA Independent Oil & Gas Assoc.; Mar-cellus Shale Coalition; Chief Oil & Gas; Southwestern Enery, Amicus Curiae.
    Thomas I. Vanaskie, Esq., Marcia Mary Waldron, Esq., U.S. Court of Appeals, 3rd Circuit, for United States Third Circuit Court of Appeals.
    George A. Bibikos, Esq., David R. Fine, Esq., Amy L. Groff, Esq., K & L Gates, L.L.P., Harrisburg, for Cabot Oil & Gas Corporation.
    Charles Lyman Becker, Esq., Kline & Specter, P.C., Philadelphia, for Wayne and Mary Harrison.
    Charles McPhedran, Esq., Philadelphia, for Pauline Beck, Ronald J. Gulla, Margaret Henry, Rebecca Roter, Angela Smith & William Smith, Amicus Curiae.
    SAYLOR, C.J., EAKIN, BAER, TODD, STEVENS, JJ.
   OPINION

Chief Justice SAYLOR.

We accepted certification from the United States Court of Appeals for the Third Circuit to address whether the primary term of an oil-and-gas lease should be equitably extended by the courts, where the lessor has pursued an unsuccessful lawsuit challenging the validity of the lease.

The Third Circuit has related the material, undisputed facts along the following lines. In August 2007, Appellee Wayne Harrison entered into a lease with Appellant Cabot Oil & Gas Corporation, per which Cabot obtained the exclusive right to explore oil-and-gas resources on Mr. Harrison’s property. In exchange, the company agreed to pay an initial bonus plus a one-eighth royalty on oil or gas successfully produced from the land. The instrument carried a “primary term” of five years, but it also provided for an extended term “as long thereafter as oil or gas is produced ... in paying quantities from the premises[.]” See generally T.W. Phillips Gas & Oil Co. v. Jedlicka, 615 Pa. 199, 42 A.3d 261 (2012) (discussing the “paying quantities” convention frequently utilized in oil-and-gas leases). Furthermore, Cabot was provided with an option to extend the primary term for an additional five years.

Approximately halfway through the primary lease term, Mr. Harrison and his wife commenced a civil action against Cabot in a federal district court, seeking a declaration that the lease was invalid. Via an amended complaint, the Harrisons centered the litigation upon their contention that the company had fraudulently induced Mr. Harrison to enter into the lease via an agent’s representation that Mr. Harrison would never receive any more than $100 per acre as a threshold bonus payment from a gas producing company. The Harrisons asserted that they subsequently learned of other landowner-lessors receiving higher payments.

Cabot denied the material allegations of the complaint and lodged a counterclaim. In this pleading, the company sought a declaratory judgment that, in the event the Harrisons’ suit failed, the primary term of the lease would be equitably tolled during the period of time during which the suit was pending, and, concomitantly, the lease would be extended for an equivalent period of time beyond what was provided by its actual terms. In support of this request, Cabot alleged that the cloud upon the lease created by the Harrisons’ suit had prevented the company from “prudently tak[ing] any steps to develop or commence operations on [Harrison’s] leasehold as allowed by the Lease.” Petition for Certification of Question of Law in Harrison v. Cabot Oil & Gas Corp., No. 12-3613, at 3 (3d Cir. Apr. 7, 2014) (citation omitted; interlineations in original).

In support of its counterclaim, Cabot pointed to cases from several other oil-and-gas-producing jurisdictions holding that: 1) a lessor’s commencement of a lease-validity challenge constitutes an effective repudiation of the agreement; 2) the lawsuit and attending uncertainty renders it economically impractical for the lessee to proceed with the costly development of production infrastructure on the property; 3) it would be unfair to permit a meritless lease challenge to deprive the lessee of the benefit of its bargain, namely, the opportunity to establish production during a limited “window of opportunity” corresponding to the primary term of the lease (and thus to avoid defeasance of the lessee’s corporeal interest in real property); and 4) it is therefore appropriate for the courts to award an extension of the primary lease term, measured according to the length of time the unsuccessful lawsuit was pending.

Cabot sought summary judgment. Relative to its counterclaim, the company submitted a declaration from one of its land managers indicating that the cost of drilling and completion of a specialized well generally required to produce gas from Marcellus Shale in Pennsylvania is in the range of $4 to $7 million dollars. According to the land manager, “[t]he expense associated with such drilling and completion makes it particularly impractical for an oil-and-gas producer to invest in drilling, completing a well when there is an ongoing lawsuit regarding the validity of the oil-and-gas lease.” Declaration of Jeffrey Keim of Sept. 30, 2011, in Harrison v. Cabot Oil & Gas Corp., 887 F.Supp.2d 588, at ¶ 5 (M.D.Pa.2012).

The district court awarded summary judgment in Cabot’s favor on the suit to invalidate the lease. The court, however, resolved the counterclaim in the Harrisons’ favor, concluding that the law of this Commonwealth does not provide for equitable extensions of oil and gas leases under the circumstances. See Harrison v. Cabot Oil & Gas Corp., 887 F.Supp.2d 588, 596-98 (M.D.Pa.2012).

In reaching this conclusion, the district court relied primarily on Derrickheim Co. v. Brown, 305 Pa.Super. 173, 451 A.2d 477 (1982), which prioritized the terms of a lease over equitable considerations in a circumstance in which an oil producing company forewent operation of a well until a defect in the lessor’s title was resolved. See id. at 178, 451 A.2d at 480 (“The fact that it was ‘prudent’ for [a lessee] to suspend operations upon learning of [a] cloud on the title does not justify disregarding the express language of the lease.”). The district court took Derrickheim as a signal that Pennsylvania courts would reject the equitable extension practice implemented elsewhere. See Harrison, 887 F.Supp.2d at 596-97. Further, the court reasoned that, under Pennsylvania law, the mere filing of a declaratory judgment action challenging a lease does not, in and of itself, comprise a repudiation of the lease such as would implicate judicial redress. See id. at 597 (“Until the Pennsylvania courts say otherwise, this Court will not find that a party’s filing of a lawsuit in federal court amounts to a repudiation of a lease between the parties, despite what courts in other jurisdictions have held.”).

In this regard, and more broadly, the district court relied upon a recent decision authored by a coordinate judge, Lauchle v. Keeton Group LLC, 768 F.Supp.2d 757 (M.D.Pa. 2011). The Lauchle court additionally posited that “deeming these leases to have been repudiated under the circumstances of this case is both bad law and even worse public policy,” given the superior bargaining power of oil-and-gas-producing companies relative to the drafting of leases, as well as the disincentive to the pursuit by lessors of potentially meritorious actions. Id. at 762.

Cabot lodged an appeal in the federal intermediate appellate court, contending that, if presented with the question, this Court “would recognize the rule that, where a lessor repudiates a lease by initiating litigation seeking to invalidate the lease, the lessee is entitled to an equitable extension of the lease term if the lessor’s claim is denied.” Petition for Certification in Harrison, No. 12-3613, at 5. In support of this position, the company pointed to other jurisdictions which have adopted such approach. See supra note 1.

Cabot also filed a motion requesting certification to this Court. See Supreme Court Internal Operating Procedures § 8. The Third Circuit granted this request and applied for certification, which we accepted, recognizing that the issue was one of first impression and of significant public importance, given that its resolution may affect a large number of oil-and-gas leases in Pennsylvania.

Presently, Cabot grounds its position squarely on the principle that a party to a contract is entitled to the benefit of its bargain. See, e.g., Ferrer v. Trs. of Univ. of Pa., 573 Pa. 310, 340-41, 825 A.2d 591, 609 (2002). The company posits that, if one contracting party deprives the other of a bargained-for benefit, the law should correct the deprivation.

Cabot also explains that, in the last decade, with the discovery of the potentially vast quantities of natural gas in the Marcellus Shale reserve in Pennsylvania, and with the introduction of new means to make production of that natural gas more practical, thousands of Pennsylvania landowners have leased their property to oil-and-gas producers. Accord Brief for Amici Pa. Indep. Oil & Gas Ass’n, Marcellus Shale Coal., Chief Oil & Gas, LLC, and Sw. Energy Prod. Co. [hereinafter the “Industry Amici ”] at 3 (“While Pennsylvania was home to the first oil well in the United States more than 150 years ago, advances in technology and discovery of the promise of the shale gas plays have dramatically increased the impact of the oil-and-gas industry in Pennsylvania in the last decade.”). According to the company, disparities in lease remunerations exist due to various factors, often depending upon the timing of lease consummation (particularly given the evolving knowledge relative to Marcellus Shale); the developing state of the technology; and fluctuating market conditions. Cabot suggests that such differences have incentivized some landowner-lessors to wrongfully contest the validity of oil-and-gas leases in hopes of securing the freedom to pursue more lucrative arrangements.

The problem facing oil-and-gas-producing companies, Cabot contends, is that such lease-validity lawsuits forestall drilling and well development, given the multimillion dollar investments attending such operations. See Brief for Appellant at 16 (“It would be essentially impossible for a producer to place such an investment at risk while there remains pending a lawsuit seeking to invalidate the producer’s interest in the property.”); accord Brief for the Industry Amici at 6 (“[T]he expense of drilling generally, and especially for wells in unconventional formations such as the Marcellus Shale, is too great for any reasonable production company to go forward with drilling while there is a pending lease challenge.”). The result, the company indicates, is that producers are deprived of the full benefit of their bargains by meritless lease challenges. For these reasons, Cabot encourages this Court to follow the mainstream approach of other jurisdictions which have treated a meritless lease challenge as a repudiation and applied equitable remedial principles. See supra note 1. Indeed, the company highlights, this principle has become essentially one of black-letter law, as reflected in several prominent treatises in the field.

Cabot recognizes that the issue is one of first impression in this Court. According to the company, however, Pennsylvania already recognizes all legal predicates to the equitable-extension principle. In particular, the company references the expectation remedy available to redress contractual breaches. See, e.g., Ferrer, 573 Pa. at 340-41, 825 A.2d at 609. Additionally, Cabot contends, Pennsylvania law provides that a party repudiates a contract, and thus effectuates an essential breach, when he makes an unequivocal statement that he will not perform in accordance with his agreement. See, e.g., Jonnet Dev. Corp. v. Dietrich Indus., Inc., 316 Pa.Super. 533, 543, 463 A.2d 1026, 1031 (1983). The company regards the Harrison’s commencement of an action as the equivalent of such a statement.

In terms of the federal district courts’ reliance on Derrick-heim, Cabot argues that such decision is irrelevant, since in that case the lessor had not commenced a lawsuit. In any event, the company stresses that an intermediate appellate court’s decision, such as Derrickheim, is in no way binding upon this Court. See, e.g., Maloney v. Valley Med. Facilities, Inc., 603 Pa. 399, 418-19, 984 A.2d 478, 490 (2009). Cabot also proceeds to challenge the Lauchle court’s public policy perspective, arguing that the equitable-extension principle only serves to restore an agreed-to equilibrium after a disruption caused by meritless litigation. Accord Brief for the Industry Amici at 2 (“While successful oil and gas development is inherently uncertain, [the equitable-extension principle] would ensure that lessors do not profit from bringing challenges to the validity of their leases that turn out to be without merit.”).

In response to Cabot’s argumentation, the Harrisons point to the reasoning of the federal district courts in Harrison and Lauchle. See, e.g., Brief for Appellees at 8 (“No Pennsylvania law has required nor even suggested that primary terms may be extended beyond their express period, especially given Derrickheim’s clear holding on the subject.”). The Harrisons also note that oil-and-gas-producing companies frequently enter into leases then delay drilling according to their own interests and timetables. Moreover, according to the Harri-sons, such companies are readily capable of negotiating appropriate tolling provisions in connection with their leases to account for the prospect of delay occasioned by lessor validity challenges. See, e.g., id. at 33 (“[G]as companies can anticipate and manage issues relating to the length of primary terms within the context of their business relationships through the usual modes of drafting and negotiation.”).

Given such considerations, the Harrisons describe the equitable-extension principle as nothing more than a “judicial affirmative action program” for oil-and-gas-producing companies, which “abuses landowners who have done nothing other than exercise their legal rights.” Id. at 8-9; see also id. at 26 (“Cabot effectively seeks a judicially-run affirmative action program for the benefit of oil & gas companies where the Pennsylvania courts do not enforce contractual rights but rewrite them in the companies’ favor.”). Consistent with Lauchle, the Harrisons also highlight the disparate bargaining power of landowner-lessors as compared to such companies. See, e.g., id. at 16 (“Lauchle expresses significant policy considerations that further militate against judicially extending a primary term, by highlighting the control that oil & gas companies exercise over lease language and the chilling effect that an extension rule would have on landowners’ willingness to bring meritorious challenges.”).

The Harrisons also differ with Cabot’s position that the mere filing of a declaratory judgment action represents a repudiation of a lease. Again, the Harrisons regard the implementation of a contrary approach in the setting of oil- and-gas leases as an “upending]” of Pennsylvania law for the “special benefit for gas companies.” Id. at 33.

Several landowner-lessors submitted an amici brief in support of the Harrisons’ essential position. See Brief for Amici Pauline Beck, Ronald J. Gulla, Margaret Henry, Rebecca Roter, and Angela and William Smith [hereinafter the “Landowner-Lessor Amici ”]. These amici also stress the differential bargaining position of oil-and-gas production companies versus individual landowner-lessors. Moreover, as exemplified by the following passage from their brief, the Landowner-Lessor Amici regard lease-validity litigation as merely one of a number of risks encountered by oil-and-gas-producing companies as a prerequisite to the rich rewards which may be attained by those willing to accept them:

The speculative nature of oil and gas extraction inherently requires the assumption of large risks ..., and production companies routinely absorb the cost of a wide variety of unsuccessful investments. They may invest millions of dollars in drilling and completing a well only to find that it is defective or “dry” and therefore must be plugged and abandoned. Companies may spend millions of dollars acquiring gas leases that they later abandon because of unfavorable market or regulatory conditions. They may choose not to develop leased acreage because greater profits are to be had by drilling somewhere else. They also may choose not to invest in production while a lease challenge proceeds, but such business judgments are commonplace and do not warrant shifting the risk of litigation from multimillion-dollar corporations to small landowners such as Mr. Harrison.

Id. at 7-8 (footnote and citations omitted). The Landowner-Lessor Amici also observe that Cabot has never manifested any intention of drilling in the vicinity of the Harrisons’ property, and thus, they regard “Cabot’s counterclaim [as] an opportunistic and exploitative attempt to extend the lease term until 2020, in the hope that market conditions will improve at the end of the decade.” Id. at 13.

Preliminarily, we note that contractual remedies, including equitable ones, generally flow from a breach of an agreement. See, e.g., McShea v. City of Phila., 606 Pa. 88, 97, 995 A.2d 334, 340 (2010) (stating the general rule that a contract-based action seeking judicial redress requires the plaintiff to demonstrate a material breach). Cabot appears to accept this principle as applicable in the present circumstances. Accordingly, in this respect, the company asserts that the Harrisons’ conduct in seeking a judicial declaration that the Cabot/Harrison lease was invalid amounted to an “anticipatory repudiation” of the lease. See, e.g., Brief for Appellant at 27 (“Certainly a lessor that files a lawsuit asking for a judicial declaration that the lease is not valid has repudiated the contract.”). See generally 24.01 Pa. Ave. Corp. v. Fed’n of Jewish Agencies of Greater Phila., 507 Pa. 166, 174, 489 A.2d 733, 737 (1985) (discussing the doctrine of anticipatory repudiation as giving rise to contract-based remedies, given that repudiation of an agreement entails an essential declaration of an intention to breach).

The difficulty with Cabot’s position, however, is that this Court has required more than the mere assertion of a challenge to the validity of an agreement to demonstrate such repudiation. Under Pennsylvania law, anticipatory repudiation or breach requires an “absolute and unequivocal refusal to perform or a distinct and positive statement of an inability to do so.” Id. at 172, 489 A.2d at 736 (quoting McClelland v. New Amsterdam Cas. Co., 322 Pa. 429, 433, 185 A. 198, 200 (1936)).

It is widely recognized, however, outside the oil-and-gas context at least, that the filing of declaratory judgment action merely contesting the validity or scope of an agreement does not entail such an unequivocal refusal to perform. See, e.g., Principal Life Ins. Co. v. Lawrence Rucker 2007 Ins. Trust, 674 F.Supp.2d 562, 568 (D.Del.2009) (explaining that “an action for declaratory judgment does not indicate an unconditional refusal to comply with contractual obligations” and joining a “chorus of other jurisdictions in finding that ... statements made in the context of a declaratory judgment action are insufficient to establish repudiation as a matter of law”). As related in the commentary to the Restatement Second of Contracts:

Generally, a party acts at his peril if, insisting on what he mistakenly believes to be his rights, he refuses to perform his [contractual duties]. His statement is a repudiation if the threatened breach would, without more, have given the injured party a claim for damages for total breach. Modern procedural devices, such as the declaratory judgment, may be used to mitigate the harsh results that might otherwise result from this rule.

Restatement (Second) of Contracts § 250 cmt. d (1981) (emphasis added); accord Landwehr, 734 F.Supp.2d at 169 (explaining that “a declaratory judgment action ‘serves to set controversies at rest before they lead to repudiation of obligations ’ ” (quoting Babb v. Superior Court, 3 Cal.3d 841, 92 Cal.Rptr. 179, 479 P.2d 379, 383 (1971) (emphasis in original))).

Given the above, we view the controlling determination in this case as devolving to whether this Court will adopt a special approach to repudiation pertaining to oil-and-gas leases, as a substantial number other jurisdictions would appear to have done. See supra note 1. We decline to do so, however.

In the first instance, for purposes of contract law in Pennsylvania, this Court adamantly has reinforced the clear predicates of repudiation. See, e.g., 24-01 Pa. Ave. Corp., 507 Pa. at 174, 489 A.2d at 737 (“[W]e reject any argument suggesting a dilution of our long recognized standard of an ‘absolute and unequivocal refusal to perform.’ ”). We acknowledge the high stakes involved in oil-and-gas exploration and production, as well as the incentive to lessor-landowners to maximize payments attending the use of their properties. Nevertheless, we agree with the Harrisons and their amici that such factors do not justify a diminution of extant legal requirements or, concomitantly, a curtailment of the rights of landowner-lessors to obtain a judicial declaration concerning their rights and interests.

Significantly, in promulgating the Declaratory Judgment Act, the Pennsylvania General Assembly implemented a remedial regime designed to “settle and to afford relief from uncertainty and insecurity with respect to rights, status, and other legal relations.” 42 Pa.C.S. § 7541(a). Furthermore, the Legislature prescribed that the enactment was to be “liberally construed and administered,” id., in furtherance of such remedial aims. In our view, it would disserve the legislative objectives to treat recourse to such procedure, alone, as a basis for altering material provisions of the agreement in controversy (i.e., the lease term). Our reluctance, in this respect, is bolstered by the Harrisons’ observation that oil- and-gas-producing companies are free to proceed according to their own devices to negotiate express tolling provisions for inclusion in their leases. Notably, neither Cabot nor its amici offer any direct response on this point. Certainly, in light of the voluminous decisional law, such companies are on sufficient notice of the prospect for validity challenges to warrant their consideration of such protective measures.

We do not foreclose that equitable relief may be available to oil-and-gas-producing companies — subject to applicable requirements governing recourse to equity — where there is an affirmative repudiation of a lease. Our determination is only that, consistent with the prevailing substantive law of this Commonwealth, the mere pursuit of declaratory relief challenging the validity of a lease does not amount to such.

Having answered the certified question, this matter is returned to the Third Circuit.

Justices EAKIN, BAER, TODD and STEVENS join the opinion.

      . See, e.g., Rougon v. Chevron, U.S.A. Inc., 575 F.Supp. 95, 100 (M.D.La. 1983) ("[W]here a lessor questions the validity of a lease, the term of the lease is suspended, the logic being that the lessee has been deprived of the exercise of the rights granted to him by the lease by the act of the lessor and he is therefore granted an extension beyond the primary term for the period during the primary term when the lease was placed in jeopardy.” (quoting Hanszen v. Cocke, 246 So.2d 200, 203 (La.Ct. App.1971))); Sw. Energy Prod. Co. v. Elkins, 2010 Ark. 481, 374 S.W.3d 678, 685 (2010) ("Not to toll Southwestern Energy’s obligation to drill as of [a particular] date would create an impossible dilemma for [the company]: either use the contested lands and potentially expose itself to more liability or refrain from using the lands and lose its investment and the one-year window ... for development”); Greer v. Carter Oil Co., 373 Ill. 168, 25 N.E.2d 805, 810 (1940) ("The great weight of authority in other States holds that where the lessor brings suit to avoid an oil and gas lease and the litigation ends after the grant has expired, that the lessors are estopped to claim the lease is invalid because the term has expired, and that an additional period of time may be fixed by a court of equity in which to commence drilling operations.” (citations omitted)); cf. Kothmann v. Boley, 158 Tex. 56, 308 S.W.2d 1, 4 (1957) (directing that oil-and-gas leases were to be extended on the basis that "[[lessors who ... wrongfully repudiate the lessees' title by unqualified notice that the leases are forfeited or have terminated cannot complain if the latter suspend operations under the contract pending a determination of the controversy and will not be allowed to profit by their own wrong”); Bingham v. Stevenson, 148 Mont. 209, 420 P.2d 839, 842 (1966) (implementing an equitable lease extension based on actions by the lessors, including the transmittal of letters denying the validity of the lease).

      . See 3 Patrick H. Martin & Bruce M. Kramer, Williams & Meyers, Oil and Gas Law § 604.7 (2009) ("[C]ourts have almost universally held that when the lessor has brought a suit during the primary term claiming the termination of the lessee's interest, the lessee, should he prevail in such action, will be entitled to a period of time extending beyond the expiration of the primary term to gain production.” (citations omitted)); 2 Nancy Saint-Paul, Summers, Oil & Gas § 14:36 (2014) ("Where a lessor has repudiated a lease by notice or suit for cancellation for alleged breach by the lessee of his express or implied covenants ..., such act of the lessor relieves the lessee of the duty to continue further operations until the controversy is settled and estops the lessor from claiming such cessation of operations by the lessee as grounds for termination of the lease.”).

      . In addition to the noted amici submission, Cabot’s position is also supported by a separate amicus brief by Professor Bruce M. Kramer, who also emphasizes the weight of the authority supporting the equitable-extension principle.

      . This principle is most frequently referenced in the context of insurance coverage disputes. See, e.g., id..; see also Seneca Ins. Co. v. Shipping Boxes I, LLC, 30 F.Supp.3d 506, 511-12 (E.D.Va.2014) (explaining that the purpose of the declaratory-judgment remedy is to "guide parties in their future conduct in relation to each other, thereby relieving them from the risk of taking undirected action incident to their rights” (quoting Charlottesville Area Fitness Club Operators Ass’n v. Albemarle Cnty. Bd. of Sup’rs, 285 Va. 87, 737 S.E.2d 1, 7 (2013))); Lincoln Nat'l Life Ins. Co. v. Schwarz, Civ. No. 09-0336l(FLW), 2011 WL 2357828, *3 (D.N.J. June 9, 2011); Landwehr v. FDIC, 734 F.Supp.2d 161, 169 (D.D.C.2010) ("[Njumerous courts have concluded that neither the filing of a declaratory judgment action nor the allegations made in support of such an action can form the basis of a claim for anticipatory repudiation.”). The precept nonetheless flows from the clear prerequisites to a repudiation, see 2401 Pa. Ave. Corp., 507 Pa. at 172, 489 A.2d at 736, and thus, it applies more broadly. Cf. Lanyon Zinc. Co. v. Burtiss, 72 Kan. 441, 83 P. 989, 989-90 (1905) (holding that the mere assertion of a lease-validity challenge, in the absence of an injunction or other interference with the operations of the lessee, was insufficient to justify the assertion of a court's equitable powers to extend the lease).

      . Act of July 9, 1976, P.L. 586, No. 142, § 2 (as amended 42 Pa.C.S. §§ 7531-7541).

      . Notably, several of the decisions cited by Cabot did involve some actual refusal by lessors to surrender possession of leasehold premises. See, e.g., Bingham, 420 P.2d at 841-42 (explaining that lessors had refused rentals and were unwilling to accept drilling by the lessee pursuing an equitable extension and concluding that the lessors therefore had "repudiated the lease by their various actions”), cited in Brief for Appellant at 24; Muller v. Leyendecker, 697 S.W.2d 668, 672 (Tex.Ct.App.1985) (“[P]laintiff on several occasions peaceably demanded entry into and rightful possession of his lease premises. However, defendants refused plaintiffs’ possession of the leased premises.”), cited in Brief for Appellant at 22, 38. Certainly, this is not true of all (or even perhaps the majority) of the cases cited by Appellant. See, e.g., Greer, 25 N.E.2d at 810 (“It has been suggested that [the lessee] could have proceeded to drill without regard to the suit and should not be permitted to claim the benefit of an estoppel unless it was actually prevented by court order or otherwise. In the cases from foreign jurisdictions this was not required, and when the great loss the lessee might suffer by successfully drilling a well and then losing title to the land is considered, we do not think that it should be required.”). Our point here is that the cases, factually at least, are not homogenous, and that some of the factual scenarios presented may reflect a repudiation and, thus, could yield the potential for redress upon the application of Pennsylvania law.


author: PER CURIAM.

text:
    110 A.3d 992
    COMMONWEALTH of Pennsylvania, Appellee v. Thomas MEADOWS, Appellant.
    Supreme Court of Pennsylvania.
    Submitted July 31, 2014.
    Feb. 17, 2015.
    Cristi A. Charpentier, Esq., Federal Community Defender Office, Eastern District of PA, Shawn Nolan, Esq., Leigh Michael Skipper, Esq., Defender Association of Philadelphia, for Thomas Meadows.
    Robert Martin Falin, Esq., Montgomery County District Attorney’s Office, Amy Zapp, Esq., PA Office of Attorney General, for Commonwealth of Pennsylvania.
    SAYLOR, C.J., EAKIN, BAER, TODD, STEVENS, JJ.
   ORDER

PER CURIAM.

AND NOW, this 17th day of February, 2015, the Order of the Court of Common Pleas of Montgomery County, dismissing appellant’s second petition for relief under the Post-Conviction Relief Act (PCRA), is hereby AFFIRMED.


text:
    110 A.3d 992
    Stacy Parks MILLER, Petitioner v. BELLEFONTE POLICE DEPARTMENT, Centre County Board of Commissioners, Steven G. Dershem, C. Chris Exarchos, and Michael Pipe, in their official capacities, Louis T. Glantz, in his capacity as Centre County Solicitor, Court of Common Pleas for Centre County, and Court of Common Pleas for Clinton County, Respondents.
    Supreme Court of Pennsylvania.
    Feb. 13, 2015.
   ORDER

PER CURIAM.

AND NOW, this 13th day of February, 2015, the Application for Leave to File Original Process is GRANTED. The Emergency Petition for Quo Warranto and Special and/or Preliminary Injunction are DENIED. Respondents’ motions to dismiss for lack of jurisdiction, standing, and ripeness are DISMISSED as moot.


text:
    110 A.3d 993
    William Taylor REIL, Petitioner v. Judge Cyrus Palmer DOLBIN, DA Christine A. Holman, First ADA Maria T. Casey, ADA Jonathon Phillips, Clerk of Cts. Thomas J. Campion Jr., “MDJ” Christina E. Hale, PST Paul E. Hardnock, Jr., Respondents.
    Supreme Court of Pennsylvania.
    Feb. 13, 2015.
   ORDER

PER CURIAM.

AND NOW, this 13th day of February, 2015, Petitioner William Taylor Reil’s “Petition for Extraordinary Relief/Redress of Grievances to the Pennsylvania Supreme Court-King’s Bench Jurisdiction Pursuant to 42 Pa.C.S. Section 726” is DENIED, and Petitioner’s Emergency Application for Su-persedeas or Stay is also DENIED.


text:
    110 A.3d 993
    COMMONWEALTH of Pennsylvania, ex rel. Edward M. MARSICO, Jr., Appellee v. Jay M. BRANDT, Appellant.
    Supreme Court of Pennsylvania.
    Feb. 17, 2015.
   ORDER

PER CURIAM.

AND NOW, this 17th day of February, 2015, the Order of the Dauphin County Court of Common Pleas is hereby AFFIRMED.


text:
    110 A.3d 993
    Michael SILUK, Jr., Appellant v. John WETZEL, Secretary, Pennsylvania Department of Corrections, Appellee.
    Supreme Court of Pennsylvania.
    Feb. 17, 2015.
   ORDER

PER CURIAM.

AND NOW, this 17th day of February, 2015, the Order of the Commonwealth Court is hereby AFFIRMED.


text:
    110 A.3d 994
    David D. RICHARDSON, Appellant v. COMMONWEALTH of Pennsylvania, Department of Corrections, John E. Wetzel, Secretary, Appellee.
    Supreme Court of Pennsylvania.
    Feb. 17, 2015.
   ORDER

PER CURIAM.

AND NOW, this 17th day of February, 2015, the Order of the Commonwealth Court is hereby AFFIRMED.


text:
    110 A.3d 994
    Clarence SUTTON, Appellant v. PENNA. BOARD OF PROBATION AND PAROLE, and Hon. Kathleen Kane Attorney General Commonwealth of Pennsylvania, Appellees.
    Supreme Court of Pennsylvania.
    Feb. 17, 2015.
    Clarence Sutton, Huntingdon, pro se.
    James Patrick Barker, PA Office of Attorney General, Harrisburg, for Kathleen Kane.
    Jason Anthony Lambrino, PA Bard of Probation and Parole, Harrisburg, PA, for Penna. Board of Probation and Parole.
   ORDER

PER CURIAM.

AND NOW, this 17th day of February, 2015, the order of the Commonwealth Court is hereby AFFIRMED.


text:
    110 A.3d 995
    COMMONWEALTH of Pennsylvania, Respondent v. Anthony S. HASKINS, Petitioner.
    No. 13 MM 2015.
    Supreme Court of Pennsylvania.
    Feb. 20, 2015.
   ORDER

PER CURIAM.

AND NOW, this 20th day of February, 2015, the Application for Leave to File Original Process is GRANTED, and the Application for Extraordinary Relief is DENIED.


text:
    111 A.3d 167
    COMMONWEALTH of Pennsylvania, Petitioner v. Carmen ROSSI, Respondent.
    No. 405 EAL 2013.
    Supreme Court of Pennsylvania.
    Aug. 26, 2014.
   ORDER

PER CURIAM.

AND NOW, this 26th day of August, 2014, the Petition for Allowance of Appeal is GRANTED, the order of the Superior Court is VACATED, and the matter is REMANDED to that court for reconsideration in light of Commonwealth v. Castro, 625 Pa. 582, 93 A.3d 818 (2014). Jurisdiction relinquished.


text:
    111 A.3d 167
    In re: CONSTITUTIONALITY OF CANON 3, RULE 3.11 OF The CODE OF JUDICIAL CONDUCT.
    No. 23 MM 2015.
    Supreme Court of Pennsylvania.
    March 2, 2015.
   ORDER

PER CURIAM.

AND NOW, this 2nd day of March, 2015, the Application for Leave to File Supplemental Application for Extraordinary Relief is GRANTED, and the Application for Extraordinary Relief is DENIED.


text:
    111 A.3d 167
    In re Closure Decision of Malehorn Robert J. FRASCONI, Petitioner v. COMMONWEALTH of Pennsylvania, DEPARTMENT OF STATE, BUREAU OF COMMISSIONS, ELECTIONS, AND LEGISLATION, Respondent.
    Supreme Court of Pennsylvania.
    March 4, 2015.
   ORDER

PER CURIAM.

AND NOW, this 4th day of March, 2015, to the extent that it concerns the propriety of the Commonwealth Court’s decision to deny mandamus relief, the Petition for Allowance of Appeal is TREATED as a notice of appeal pursuant to Pa. R.A.P. 1103, and the order of the Commonwealth Court is hereby AFFIRMED. In all other respects, the Petition for Allowance of Appeal is DENIED.


text:
    111 A.3d 168
    COMMONWEALTH of Pennsylvania, Petitioner v. Hassan AKBAR, Respondent.
    Supreme Court of Pennsylvania.
    March 4, 2015.
   ORDER

PER CURIAM.

AND NOW, this 4th day of March, 2015, the Petition for Allowance of Appeal is hereby GRANTED, the order of the Superior Court is VACATED, and the case is REMANDED to the trial court for further proceedings consistent with Commonwealth v. Fields, 630 Pa. 625, 107 A.3d 738, 744 (2014) (“[W]e hold that Section 9714(a)(1) of the Sentencing Code, 42 Pa.C.S. § 9714(a)(1) requires that a second-strike offender be sentenced to the prescribed minimum term of incarceration for each conviction of a crime of violence that is part of the second strike.”). Jurisdiction relinquished.

Respondent’s Application for Post-Submission Communication is DENIED.


text:
    111 A.3d 168
    COMMONWEALTH of Pennsylvania ex rel. Michael J. PISKANIN (a/k/a Michael John Piskanin, Jr.), Petitioner v. Kelly L. BANACH and William H. Platt and James B. Martin, Esq. and Tammy Ferguson, Warden, Respondents.
    No. 21 MM 2015.
    Supreme Court of Pennsylvania.
    March 9, 2015.
   ORDER

PER CURIAM.

AND NOW, this 9th day of March, 2015, the Application for Leave to File Original Process is GRANTED, and the Petition for Writ of Habeas Corpus is DENIED. Furthermore, the Prothonotary is DIRECTED to strike the name of the jurist from the caption.


text:
    111 A.3d 169
    Johnnie SIMMONS, Petitioner v. J. ECKARD, Superintendent; Commonwealth of Pennsylvania; Common Pleas Court of York County, Respondents.
    No. 19 MM 2015.
    Supreme Court of Pennsylvania.
    March 9, 2015.
   ORDER

PER CURIAM.

AND NOW, this 9th day of March, 2015, the Application for Leave to File Original Process is GRANTED, and the Petition for Writ of Habeas Corpus is DENIED.


text:
    111 A.3d 169
    S & H TRANSPORT, INC., Petitioner v. CITY OF YORK, Respondent.
    Supreme Court of Pennsylvania.
    March 10, 2015.
   ORDER

PER CURIAM.

AND NOW, this 10th day of March, 2015, the Petition for Allowance of Appeal is GRANTED. The issues, as stated by petitioner are:

(1) Whether the City [of York] may include, in its tax assessment on [Petitioner], gross receipts from freight-brokerage services provided to entities engaged in public utility services that are exempt from the City’s Business Privilege Tax because those entities are regulated by the Pennsylvania Public Utility Commission?

(2) Whether entities whose rates were once, but are no longer, regulated by the Pennsylvania Public Utility Commission still enjoy the exemption from Municipal taxation articulated in 53 P.S. § 6924.301.1(f)(2)?


text:
    111 A.3d 169
    Diane R. GOCHIN, Petitioner v. COURT OF COMMON PLEAS, Respondent.
    No. 25 MM 2015.
    Supreme Court of Pennsylvania.
    March 11, 2015.
   ORDER

PER CURIAM.

AND NOW, this 11th day of March, 2015, the Application for Extraordinary or King’s Bench Relief is DENIED.


text:
    111 A.3d 170
    MORRISON INFORMATICS, INC., Anthony M. Grigonis and Malcolm H. Morrison v. MEMBERS 1ST FEDERAL CREDIT UNION, Mark Zampelli, Scott Douglass.
    Supreme Court of Pennsylvania.
    March 11, 2015.
   ORDER

PER CURIAM.

AND NOW, this 11th day of March, 2015, the Petition for Allowance of Appeal is GRANTED. The issues, as stated by Petitioner, are:

(1) When an action is instituted by one who undisputedly lacks the capacity and legal right to bring the claims asserted and preliminary objections are properly sustained on that basis, should the action be dismissed with no leave to amend because no proper plaintiff is before the court?

(2) When an action is instituted by one who undisputedly lacks the capacity and legal right to bring the claims asserted and preliminary objections are properly sustained on that basis, can leave be granted to amend the caption after the statute of limitations expires to substitute one who does have the capacity and legal right to bring the action?


text:
    111 A.3d 170
    SEITEL DATA, LTD., Appellant v. CENTER TOWNSHIP and Center Township Board of Supervisors, Appellees. Seitel Data, Ltd., Appellant v. Shippingport Borough and Shippingport Borough Council, Appellees. Seitel Data, Ltd., Appellant v. Greene Township and Greene Township Board of Supervisors, Appellees.
    Nos. 11 WAP 2014, 12 WAP 2014, 13 WAP 2014.
    Supreme Court of Pennsylvania.
    March 11, 2015.
   ORDER

PER CURIAM.

AND NOW, this 11th day of March, 2015, the Application to Dismiss (filed on April 21, 2014) is GRANTED. The Motion to Quash and/or Dismiss Appeals as Moot, the Application to Dismiss (filed on January 20, 2015), and the Application for Oral Argument are DISMISSED AS MOOT.


text:
    111 A.3d 171
    Lyah H. THACH, Respondent v. ABINGTON MEMORIAL HOSPITAL, Petitioner.
    No. 178 EM 2014.
    Supreme Court of Pennsylvania.
    March 13, 2015.
   ORDER

PER CURIAM.

AND NOW, this 13th day of March, 2015, the Petition for Review is DENIED.


text:
    111 A.3d 744
    Raheem BROWN ex rel. COMMONWEALTH of Pennsylvania, Petitioner v. Superintendent S.C.I. Coal Township Vincent T. MOONEY, Respondent.
    No. 17 EM 2015.
    Supreme Court of Pennsylvania.
    March 20, 2015.
   ORDER

PER CURIAM.

AND NOW, this 20th day of March, 2015, the Application for Leave to File Original Process is GRANTED, and the Petition for Writ of Habeas Corpus is DENIED.


text:
    111 A.3d 744
    Leonard REEL, Petitioner v. COURT OF COMMON PLEAS PHILADELPHIA COUNTY, Respondent.
    No. 12 EM 2015.
    Supreme Court of Pennsylvania.
    March 20, 2015.
   ORDER

PER CURIAM.

AND NOW, this 20th day of March, 2015, the Application for Leave to File Original is GRANTED, and the Petition for Writ of Mandamus and/or Extraordinary Relief is DENIED.


text:
    111 A.3d 744
    Dante OVERBY, Petitioner v. COMMONWEALTH of Pennsylvania, Respondent.
    No. 16 EM 2015.
    Supreme Court of Pennsylvania.
    March 20, 2015.
   ORDER

PER CURIAM.

AND NOW, this 20th day of March, 2015, the Application for Leave to File Original Process and the Petition for Writ of Habeas Corpus are DISMISSED. See Commonwealth v. Reid, 537 Pa. 167, 642 A.2d 453 (1994) (hybrid representation not permitted). The Prothonotary is DIRECTED to forward the filings to counsel of record.


text:
    111 A.3d 745
    COMMONWEALTH of Pennsylvania, Petitioner v. James Arthur BALL, III, Respondent.
    Supreme Court of Pennsylvania.
    March 24, 2015.
   ORDER

PER CURIAM.

AND NOW, this 24th day of March, 2015, the Petition for Allowance of Appeal is GRANTED. The issues, as stated by petitioner, are:

(1) Given the extensive impact the Superior Court’s published opinion could have on the lower courts and prosecution offices in situations where a defendant initiates a statutory summary appeal from a Magisterial District Judge’s sua sponte finding of guilt on an uncharged, lesser-included offense, should this Honorable Court grant review because the purpose for double jeopardy protections are not implicated, or implicated minimally, when the defendant appeals his conviction for a trial de novo?
(2) Should this Honorable Court exercise its supervisory authority over the Superior Court’s erroneous discharge of defendant and remand his case for sentencing on the lesser-included offense he appeals and necessarily was found guilty of committing?


text:
    111 A.3d 745
    Raymond ROSS, Sandra D. Dixon-Ross, Petitioners, v. AMERICHOICE FEDERAL CREDIT UNION, Respondent.
    Supreme Court of Pennsylvania.
    March 25, 2015.
   ORDER

PER CURIAM.

AND NOW, this 25th day of March, 2015, the Application for Leave to File Original Process is GRANTED. The Petition for Writ of Mandamus is DENIED. The Application for Leave to File Post-Submission Communication is DENIED.


text:
    111 A.3d 746
    RPRS GAMING, L.P., as a Limited Partner in and Derivatively on Behalf of HSP Gaming, L.P., Appellant v. PENNSYLVANIA GAMING CONTROL BOARD and HSP Gaming, L.P., Appellees Tower Entertainment, LLC, Intervenor-Appellee.
    Supreme Court of Pennsylvania.
    March 25, 2015.
    Richard A. Sprague, Thomas A. Sprague, Joseph R. Podra-za, Sprague & Sprague, Philadelphia, for Appellant.
    Robert C. Heim, Michael Scott Doluisio, Dechert LLP, Philadelphia, Raymond Adam Quaglia, Michael David Matthews Fabius, S. Clifford Sacalis, Ballard Spahr LLP, Philadelphia, Richard Douglas Sherman, Stephen S. Cook, David Cornelius Hittinger, Jr., PA Gaming Control Bd., Harrisburg, for Appellees.
   ORDER

PER CURIAM.

AND NOW, this 25th day of March, 2015, the order of the Commonwealth Court is AFFIRMED.

Justice STEVENS did not participate in the decision of this case.


text:
    111 A.3d 746
    COMMONWEALTH of Pennsylvania, Appellant v. Michael Ryan BUDKA, Appellee.
    Supreme Court of Pennsylvania.
    Submitted Dec. 5, 2014.
    Decided March 25, 2015.
    Thomas L. Kearney, III, Esq., Stephanie Elizabeth Lom-bardo, Esq., York County District Attorney’s Office, for Commonwealth of Pennsylvania.
    John Morgan Hamme, Esq., for Michael Ryan Budka.
   ORDER

PER CURIAM.

The appeal is dismissed as having been IMPROVIDENTLY GRANTED.


text:
    111 A.3d 747
    COMMONWEALTH of Pennsylvania, Appellee v. Louis Alexander JOHNSON a/k/a Lewis Johnson, Appellant.
    Supreme Court of Pennsylvania.
    March 25, 2015.
   ORDER

PER CURIAM.

AND NOW, this 25th day of March, 2015, the Order of the Commonwealth Court is AFFIRMED.


text:
    111 A.3d 1140
    Paris LESLIE, Appellant v. The DEPARTMENT OF CORRECTIONS FOR PENNSYLVANIA, Appellee.
    No. 3 EAP 2014.
    Supreme Court of Pennsylvania.
    March 12, 2015.
   ORDER

AND NOW, this 12th day of March, 2015, the above captioned appeal is quashed for failure to file a brief.


text:
    111 A.3d 1140
    AMERICAN FEDERATION OF STATE, COUNTY AND MUNICIPAL EMPLOYEES, DISTRICT COUNCIL 87, Appellant v. PENNSYLVANIA LABOR RELATIONS BOARD, Appellee Luzerne County, Intervenor.
    Supreme Court of Pennsylvania.
    Argued Oct. 7, 2014.
    Decided March 25, 2015.

      Scott Charles Gartley, Esq., Koff, Mangan, Vullo, Gartley & Lach, P.C., Robert David Zaruta, Esq., for Luzerne County.
    Amy Louise Rosenberger, Esq., Willig, Williams & Davidson, for American Federation of State, County and Municipal Employees, District Council 87.
    John Best Neurohr, Esq., Carolyn M. Sargent, Esq., PA Labor Relations Board, for Pennsylvania Labor Relations Board.
    CASTILLE, C.J., SAYLOR, EAKIN, BAER, TODD, MCCAFFERY, STEVENS, JJ.
   OPINION

Chief Justice SAYLOR.

This discretionary appeal addresses whether a county was required to bargain collectively with a union representing county employees before a local workforce investment board could seek competitive bids for the provision of workforce development services previously provided by the county employees. The primary issue is whether the local board acted as the county’s agent when it sought bids and contracted with private entities for the services in question.

In 1998 Congress passed the Workforce Investment Act (the “WIA”), a portion of which pertains to the establishment and functioning of state and local workforce investment systems. See 29 U.S.C. §§ 2811-2872. The WIA allocates funds for distribution to state and local workforce investment boards with the goal of improving the quality of the workforce, increasing participants’ employment, retention, and earnings, and reducing welfare dependency. See 29 U.S.C. § 2811; 81 C.J.S. Soc. Sec. & Pub. Welfare § 32 (2014). See generally Richards v. City of Lowell, 472 F.Supp.2d 51, 58 (D.Mass. 2007); 10 HR Advisor: Legal & Practical Guidance Issue 3 (2004).

Pursuant to the WIA and its state counterpart, the Workforce Development Act (the “WDA”), Pennsylvania is divided into a number of geographic regions known as workforce investment areas, each overseen by a local workforce investment board. See 29 U.S.C. §§ 2831-2833; 24 P.S. §§ 6250.501-6250.505. These local boards are tasked with setting policy and establishing workforce development services in their geographic region in collaboration with various educational institutions. See 24 P.S. § 6250.501. The majority of the local boards’ membership consists of individuals engaged in private business. The remaining members are drawn from such entities as local educational institutions, economic development organizations, community-based groups, and labor organizations. See 24 P.S. § 6250.502(a)(1). Under the WDA, all local board members should be “individuals who have optimum policymaking authority within the organizations, agencies or other entities which they represent.” 24 P.S. § 6250.502(a)(2).

The geographic area consisting of Luzerne County (the “County”) and Schuylkill County has been designated as the Luzerne/Schuylkill Workforce Investment Area, also termed the NE075 local workforce investment area. To serve this area, the Luzerne/Schuylkill Workforce Investment Board (the “Local Board”) was incorporated in 2006 as a Pennsylvania nonprofit corporation. The Local Board consists of 43 members, 24 appointed by the Luzerne County Commissioners, 17 appointed by the Schuylkill County Commissioners, and two appointed by the Commonwealth. The members are appointed to staggered, fixed terms and can only be removed for conflicts of interest. See 29 U.S.C. § 2832(g); 24 P.S. § 6250.503. The Local Board oversees federally-funded services to residents of Luzerne and Schuylkill Counties under Title I of the WIA, including adult and dislocated worker services, as well as youth programs (the “Title I programs”). The Local Board also acts as the conduit to provide services on behalf of the Department of Public Welfare (“DPW”), which include Employment Advancement and Retention Network (“EARN”) services.

In 2007, after competitive bidding, the Local Board awarded a contract to the County’s Workforce Investment Development Agency (the “County Agency”) to provide Title I youth services in the County until June 30, 2010. The County Agency employed 39 individuals who carried out the agency’s duties under the contract and provided other Title I and EARN services. Such individuals are part of the residual bargaining unit of Luzerne County employees, which is exclusively represented by Appellant, the American Federation of State, County and Municipal Employees, District Council 87 (the “Union”). The Union maintains a collective bargaining agreement with the County (the “CBA”); the CBA in force between the Union and the County at all relevant times was finalized in September 2009. During CBA negotiations, the County did not propose any language concerning the contracting-out of residual bargaining unit work. The Local Board, which contracted out the work in question, is not a party to the CBA.

In May 2009 the Pennsylvania Department of Labor and Industry (“L & I”) released a performance audit for NE075, identifying thirteen deficiencies with regard to the provision of Title I and EARN services and requiring a corrective plan. At that time the County Agency’s executive director was acting as fiscal agent for NE075. He submitted a corrective plan; however, it did not cure all deficiencies. In November 2009, Maryanne Petrilla, Chair of the Luzerne County Board of Commissioners, transferred fiscal agent status to the Local Board and made the Board the recipient of WIA funds. The Local Board eventually submitted to L & I a plan of corrective actions to remedy any outstanding problems.

At some point in November 2009 after becoming fiscal agent for NE075, the Local Board met with Ms. Petrilla, as well as her counterpart from Schuylkill County, and informed them that it had decided to seek competitive bids for all Title I and EARN programs then being handled by the County Agency. The chairpersons concurred with this decision. Several months later, in March 2010, the Local Board issued requests for proposals (“RFPs”), seeking bids from parties interested in providing Title I and EARN services beginning July 1, 2010. The Union wrote to the County demanding that it engage in collective bargaining over any proposed contracting-out of its bargaining unit work, but the County did not respond.

The Local Board’s RFPs indicated that its choice of contractors) would be subject to approval by the County. The County Agency submitted a bid in an effort to continue providing workforce development services. However, the Local Board did not select the County Agency’s bid and instead awarded contracts to three private entities.

Consistent with the RFPs’ representation concerning County approval, the Local Board submitted its choice of the three companies to the County, terming it a recommendation. The County, however, never acted on the submission. Chairperson Petrilla testified that, although she and the other County Commissioners were upset over the County Agency losing the work, they had been advised by the County solicitor that the Local Board could make the decision autonomously and that the Commissioners had no authority to vote on the selection of a provider. Likewise, the Local Board was advised by its attorney that County approval was unnecessary. Thus, the Local Board entered into contracts with the providers without receiving any input from the County. These companies began providing Title I and EARN services on July 1, 2010, at which time the County Agency’s employees were discharged.

Meanwhile, in late May 2010, the Union filed a charge of unfair labor practices with the Pennsylvania Labor Relations Board (the “PLRB”), alleging that the County had violated Sections 1201(a)(1) and (5) of the Public Employe Relations Act (“PERA”). See 43 P.S. §§ 1101.1201(a)(1), (5). Subsection (a)(1) precludes public employers from interfering, restraining, or coercing employees in the exercise of their PERA rights, see id. § 1101.401 (relating to employee rights), and subsection (a)(5) prohibits public employers from refusing to bargain collectively in good faith with the exclusive representative of employees in a particular bargaining unit. See id. § 1101.1201(a)(5).

Under prevailing Pennsylvania law, subsection (a)(5)’s good-faith bargaining requirement has been understood to mean that a public employer must bargain to a bona fide impasse before moving bargaining-unit work to a private contractor. See Snyder Cnty. Prison Bd. v. PLRB, 912 A.2d 356, 364 (Pa.Cmwlth.2006); cf. PLRB v. Mars Area Sch. Dist., 480 Pa. 295, 389 A.2d 1073 (1978) (holding that a school district violated PERA by firing its teacher aides and replacing them with volunteers without first bargaining with the teacher aides’ bargaining agent). Thus, the Union alleged that, by issuing RFPs and unilaterally contracting out the Title I and EARN work without first engaging in collective bargaining, the County violated this provision and more generally “interfered, restrained, and coerced employees in the exercise of their rights” under PERA. Charge of Unfair Practice(s) under PERA at 2, R.R. 4a. Although the Local Board, rather than the County, had taken these actions, the Union argued that the Local Board was acting as the County’s agent, and hence, the County could be held responsible for any failure to bargain with the Union.

An evidentiary hearing was held at which numerous witnesses testified and the parties introduced exhibits. The hearing examiner issued a proposed decision and order, suggesting that the County retained control over the decision to contract out the work and, therefore, it was required to bargain with the Union. The hearing examiner concluded that, by failing to do so, the County had committed an unfair labor practice as alleged by the Union. The proposed order directed the County to rescind the July 1, 2010, contracts, return all of the work to the County Agency, and make the agency’s employees whole for lost wages and benefits.

The County filed exceptions claiming, inter alia, that: the Local Board is an autonomous, non-profit corporation which is independent of the County; under the WIA and the WDA the Local Board is the fiscal agent for Title I and EARN services and, as such, has sole responsibility to implement those services by expending funds and awarding contracts; and the County has no authority to rescind or otherwise interfere with the July 2010 contracts because it is not a party to those contracts.

The PLRB issued a Final Order, sustaining the County’s exceptions and concluding that the County did not control the Local Board. The PLRB, as the ultimate finder of fact, see 43 P.S. § 211.8(c); Xilas v. PLRB, 65 Pa.Cmwlth. 18, 22, 441 A.2d 513, 515 (1982), found that the hearing examiner had erred in several respects with regard to the Local Board’s role vis-a-vis the County. In particular, the PLRB determined that the hearing examiner had improperly stated that the Local Board only acted in an advisory or assistive capacity relative to the County Commissioners. Rather, based on the facts of record and the statutory law — specifically, the WIA and the WDA — the PLRB concluded that the Local Board was solely responsible for identifying eligible providers and entering into contracts with them. Moreover, the PLRB noted that the WIA affirmatively requires competitive bidding for a category of Title I service, namely, those pertaining to in-school and out-of-school youth. See AFSCME, Dist. Council 87 v. Luzerne Cnty., No. PERA-C-10-185-E, Final Order at 8 (PLRB April 17, 2010) (citing 29 U.S.C. §§ 2832(d)(2)(B), 2843). Although the County Chairpersons at the November 2009 meeting may have agreed with the Local Board’s decision to seek competitive bids, the PLRB deemed such agreement “of no moment ... because the [Local Board] has sole authority under the WIA and WDA to choose those providers.” Id. Finally, the PLRB determined that the remedy ordered by the hearing examiner was incapable of execution. See id. at 8 n. 7.

The Commonwealth Court affirmed in a published decision. See AFSCME, Dist. Council 87 v. Luzerne Cnty., 77 A.3d 53 (Pa.Cmwlth.2013) (en banc). The court focused on the PLRB’s findings that the Local Board made the decision to contract out the Title I and EARN services, issued the requests for proposals, chose the successful bidders, and entered into contracts with them. Based on the credited testimony of Lucianne Vierling, the Local Board’s executive director, and that of its chairperson, Martha Herron, as well as documentary evidence, the intermediate court concluded that substantial evidence supported the PLRB’s finding that the County lacked control over the Local Board’s decision to contract for these services through a competitive bid process. See id. at 58-59.

With respect to Title I services, the court acknowledged that the County’s chief elected official participates to some degree in the operation of the Local Board — for example, the Local Board “partners with the chief elected official to create a local plan, which is then submitted to the Governor for approval, and the chief elected official approves the [Ljocal [Board’s] budget.” Id. at 60. However, the federal and state statutes, in the court’s view, place the decision-making power in the hands of the Local Board concerning how WIA funds are to be spent. See id. (citing Section 117 of WIA and Section 501 of WDA).

Turning to the EARN program, see supra note 5, the Commonwealth Court stated that services under that program are governed by neither the WIA nor the WDA, but by a contract between L & I and the Local Board. According to the court, pursuant to such contract it is ultimately the LMC exercising oversight of DPW programs, and not the Local Board, which selects EARN service providers. The court pointed to DPW’s May 12, 2010, warning letter to the Local Board, see supra note 7, as supporting its determination in this regard. See AFSCME, 77 A.3d at 61-62.

President Judge Pellegrini dissented, positing that workforce investment boards are part of county government under the WDA, and that the County maintained functional control over the Local Board in the present case. The dissent noted that, under the WDA, the Local Board’s purpose is “to advise and assist the chief elected official in the ... counties served by the local workforce investment board by setting policy to promote effective workforce investment programs in a designated geographic area.” 24 P.S. § 6250.501(b). Further, the dissent stated that the County, not the Local Board, approves the budgeting of funds and is responsible for any misuse of the funds. The dissent thus concluded that the County had committed an unfair labor practice as charged by the Union. See AFSCME, 77 A.3d at 62-66 (Pellegrini, P.J., dissenting, joined by McGinley, J.).

Currently, the Union asserts that the evidence demonstrates that the Local Board acted as an agent of the County in deciding to contract out the Title I and EARN work, so that the County ultimately bore responsibility for that decision. In particular, the Union highlights that the Local Board only became the fiscal agent for WIA-funded activities in November 2009 because the County designated it as such, and the Local Board only went forward with its plan to seek competitive bids after receiving approval from the County. Additionally, the Union observes that the Local Board communicated to bidders that any provider selection would be subject to approval by the County. In all these dealings, the Union maintains, the Local Board evidenced that it understood and accepted that it was acting on behalf of the County, and that the County was in overall control of the situation. The Union contends that the County, as well, manifested its intention that the Local Board would act on its behalf, again, primarily by designating the Local Board as its fiscal agent. Thus, the Union asserts that all three elements of common-law agency were satisfied. See Scott v. Purcell, 490 Pa. 109, 117, 415 A.2d 56, 60 (1980) (“The basic elements of agency are the manifestation by the principal that the agent shall act for him, the agent’s acceptance of the undertaking and the understanding of the parties that the principal is to be in control of the undertaking.” (internal quotation marks and citation omitted)).

The Union also takes issue with the Board’s and Commonwealth Court’s understanding of the governing statutory framework as reposing in the Local Board the sole authority to identify and choose providers, portraying this conclusion as stemming from the lower tribunals’ decision to view certain statutory provisions in isolation. A more comprehensive reading of the WIA and the WDA, the Union urges, clarifies that the Local Board’s role is merely to “advise and assist” the County in “setting policy to promote effective workforce investment programs[.]” Brief for Appellant at 21-22 (quoting 24 P.S. § 6250.501(b), and citing 29 U.S.C. § 2832(a)). The Union claims, in this respect, that, if the Local Board is solely responsible for selecting service providers, the role of advisor and advisee will have been reversed. Furthermore, the Union notes that the County’s chief elected official, and not the Local Board, is ultimately liable for any misuse of WIA grant funds. See 29 U.S.C. § 2832(d)(3)(B)(i)(I), (II).

As for the EARN program, the Union simply maintains that there is no factual support for the suggestion that the Local Board controls funding for the program, and that the letter issued by L & I indicating that the LMC made the contracting decision for these services, see supra note 7, consists of hearsay and conclusory legal opinions based on DPW’s Master Guidelines which were never entered into the record. By contrast, the Union argues, it is a matter of record that the EARN program fell within the scope of the oral consent given by the county chairpersons at the November 2009 meeting, whereby the chairpersons agreed that the Local Board should hire service providers through competitive bidding. See Brief for Appellant at 26-27 & n. 11.

Appellee, the PLRB, argues that the Commonwealth Court’s decision is consistent with precedent establishing that a public employer is not responsible for actions of an independent third party. The PLRB maintains, in this regard, that the record supports its conclusion that the Local Board acted as a third party, and not as the employer of the individuals represented by the Union, when it made the decision to utilize non-County employees and, as such, it owed no bargaining obligation to the Union. As for whether the County controlled the Local Board’s decision, the PLRB stresses that: the County did not take any action on the awarding of contracts to the private entities; the County, in fact, bid on the work for the bargaining unit employees; and the award letters and contracts themselves reflect that it was the Local Board, and not the County, that awarded the contracts. The PLRB suggests that, if the Local Board were merely acting as the County’s agent, it would have been the County that entered into the contracts at the conclusion of the bidding process.

Further, the PLRB analogizes this case to Ellwood City Police Wage & Policy Unit v. PLRB, 731 A.2d 670 (Pa. Cmwlth.1999), in which a district justice, at the request of a borough, began scheduling officers to appear in court during their regular workdays so as not to require police overtime work. The court concluded that the borough had not committed an unfair labor practice by failing to bargain because a third party — the district justice — was responsible for reduced overtime (and, thus, reduced overtime pay). In reaching this decision, the court explained that, although the district justice accommodated the borough’s request, he could have ignored the request without consequence to himself; hence, the change in practice was attributable to the district justice and not the borough. See id. at 674. Likewise, the PLRB argues, the Local Board is an independent third party because its members do not serve at the pleasure of County officials and can only be removed for violating conflict of interest rules— meaning that the County lacked power to force the Local Board to award the work in question to County employees. Along these lines, the PLRB proffers that the Local Board is similar to a municipal authority, which is not an agent or representative of the municipality that created it, but is an independent agency. See Commonwealth v. Lucas, 534 Pa. 293, 295-96, 632 A.2d 868, 870 (1993). The PLRB claims, moreover, that the conclusion that the Local Board did not need County approval for its actions, but instead, was solely responsible for choosing Title I providers, is supported by the governing statutes, see 29 U.S.C. §§ 2832(d)(2)(B)-(D), 2832(d)(3)(B)(i)(III), 2843; 24 P.S. §§ 6250.501(c)(3), 6250.504(b)(7)(ii)(B), as well as the agreement in place between Luzerne and Schuylkill Counties’ chief elected officials and the Local Board, see Joint Exh. 3, R.R. 235a-247a. See Brief for Appellee at 19-22.

Turning to the EARN services, and contrary to the Union’s discounting of DPW’s warning letter, the PLRB offers that such correspondence evidences the County’s lack of control over the Local Board’s contracting-out of those services and, as such, supports the PLRB’s determination.

In all events, with regard to both the Title I and EARN programs, the PLRB forwards that: (a) any statement by the Local Board that the recommendations for service providers would be subject to County approval is not determinative unless the County actually had the authority to disapprove the Local Board’s choices, which it did not; and (b) the remedy sought by the Union and recommended by the hearing examiner — rescinding the contracts with the private companies and returning the work to the County Agency — would be impossible for the County to carry out because the County is not a party to the contracts. In this regard, the PLRB suggests that, if the Union believes that the Local Board lacked authority to enter into the contracts without the County’s approval, it should not seek a remedy with the PLRB based on allegations against the County. Rather, according to the PLRB, the County Agency should file a complaint in court to void the contracts.

The County, as intervenor, highlights the deferential standard of review applicable to PLRB decisions and references aspects of the record it views as supporting the agency’s determination. Primarily, the County stresses that it had no role, and took no action, in selecting providers. The County asserts that if it had retained decisional authority, it would have awarded the contracts to its own employees, as evidenced by the fact that the County attempted to secure the work by participating in the competitive-bid process. See Brief for Intervenor at 25-26, 35. The County also disputes the Union’s contention that the elements of an agency relationship were present, suggesting that any such claim is undermined by the actions of the County and Local Board and the statutory framework. Finally, the County indicates that the only authority that it had over the Local Board consisted of its ability to select many of the Local Board’s members — who, as the PLRB noted, do not serve at the County’s pleasure — and to designate the Local Board as the fiscal agent for the NE075 workforce area. According to the County, this did not give it operational control over the Local Board’s decision-making. See id. at 30.

We will affirm a PLRB ruling so long as its essential findings are supported by substantial evidence and there has been no constitutional violation, procedural irregularity, or error of law. See 2 Pa.C.S. § 704; City of Erie v. PLRB, 612 Pa. 661, 671, 32 A.3d 625, 631 (2011). As the present dispute does not involve issues of constitutional dimension or challenges to the agency’s procedure, we consider whether the PLRB’s essential findings are supported by substantial evidence, and whether its decision is in accordance with law. See 500 James Hance Court v. Pa. Prevailing Wage Appeals Bd., 613 Pa. 238, 262, 33 A.3d 555, 569 (2011). It is within the PLRB’s province, in the first instance, to weigh conflicting evidence, make credibility determinations, and draw reasonable inferences from established facts and circumstances. See PLRB v. Fabrication Specialists, Inc., 477 Pa. 23, 33, 383 A.2d 802, 807 (1978).

Initially, the public employer in question is the County and not the Local Board. The Local Board is not a government entity and was not accused of violating PERA, notwithstanding that the Union’s complaint is ultimately based on its actions. Thus, at the heart of this appeal is whether the Union is correct in suggesting that the County, in effect, controlled the Local Board’s actions. While at first this may appear to be a purely factual question, it has a legal facet insofar as the Union argues that the County was able, under the governing statutory framework, to exercise operational control over the Local Board in its hiring decisions.

With regard to the factual component of the inquiry, the PLRB’s central finding was that the decision to contract-out work previously performed by County Agency employees was made by the Local Board and not the County. See AFSCME, No. PERA-C-10-185-E, Final Order at 5. As to this finding, we observe, first, that there is some limited evidence to the contrary. Most prominently, the RFPs issued in March 2010 indicated that the Local Board’s vendor selection would constitute a recommendation subject to approval by the County, and this is consistent with the way the selection process was described at a meeting with prospective bidders and in a media statement released by the Local Board at about the same time. Other proofs, however, suggest that the Local Board eventually realized that it had erred in believing it needed the County’s approval to move forward and, accordingly, it entered into contracts with the prevailing bidders without receiving any input from the County.

The issue of whether County approval was necessary came to a head in early May 2010 when state-level agencies began to pressure the Local Board to move forward with the contracting process. At approximately that time, the Local Board obtained an opinion from its attorney concluding that the Local Board, as fiscal agent, was authorized to make decisions concerning the disbursement of grant funds without the County’s concurrence. See County Exh. 5, R.R. 772a; see also N.T., Oct. 8, 2010, at 200-03, R.R. 204a-206a (testimony of the Local Board’s attorney to the same effect). As well, the Luzerne County Commissioners, although they may have been unhappy with the Local Board’s decision not to re-engage the County Agency, concluded they had no power to override it. As noted, they too obtained an opinion from their solicitor, who reached the same conclusion as the Local Board’s attorney. See N.T., Sept. 23, 2010, at 148; R.R. 152a (testimony of Ms. Petrilla). Also, multiple witnesses testified that the Local Board acted independently of County officials to implement workforce programs, notwithstanding that such officials appointed most of the Local Board’s members. See N.T., Sept. 23, 2010, at 61, 72-73; R.R. 65a, 76a-77a (testimony of Ms. Vierling); N.T., Oct. 8, 2010, at 157, R.R. 161a (testimony of Ms. Enright); id. at 177-80, R.R. 181a-184a (testimony of Ms. Herron). Finally, the record is devoid of any indication that the County played a role in determining the RFP selection criteria, reviewing the RFPs or the bids, selecting the winning bids, negotiating contract terms, or awarding the contracts to the prevailing bidders.

Accordingly, we conclude that substantial evidence of record supports the PLRB’s central finding that the Local Board, rather than the County, made the decision to award the Title I and EARN services work to the three private entities.

We turn now to whether the PLRB’s ruling was “in accordance with law.” 2 Pa.C.S. § 704. The PLRB’s conclusions are binding if they are reasonable and not arbitrary, capricious, or incorrect as a matter of law. See Fraternal Order of Police v. PLRB, 557 Pa. 586, 592-93, 735 A.2d 96, 99 (1999). The primary issue here is whether the County was able to control the Local Board’s actions, meaning that the County could have (and thus, according to the Union, should have) directed the Local Board to refrain from contracting with the outside entities so that bargaining with the Union could occur as a preliminary matter. The PLRB rejected the Union’s position that the County could have exerted control over the Local Board’s actions in this regard. See AFSCME, No. PERA-C-10-185-E, Final Order at 6. In reviewing this determination we consider various aspects of the WIA and WDA, as well as the record, in an attempt to understand the nature of the Local Board and its relationship to the Luzerne County Commissioners in carrying out its responsibilities under the workforce legislation.

Local workforce investment boards are established pursuant to the WIA and WDA and certified by the Governor. See 29 U.S.C. § 2832(a); 24 P.S. § 6250.501(a)(2). Their legislatively stated purpose is to “advise and assist the chief elected official in the county or counties served by the local workforce investment board by setting policy to promote effective workforce investment programs in a designated geographic area.” 24 P.S. § 6250.501(b). Each local workforce investment board, in partnership with the chief elected official for the local workforce area involved, is required to develop a comprehensive five-year local plan for submission to the Governor. See 29 U.S.C. § 2882(d)(1); 24 P.S. § 6250.504(a). The plan must include such items as an identification of the workforce investment needs of businesses and individuals in the area, a description of the one-stop delivery system to be established in the area, and “a description of the competitive process to be used to award the grants and contracts in the local area for activities carried out under” the WIA. 29 U.S.C. § 2833. The local board’s functions additionally subsume the selection of one-stop operators and the identification of eligible “providers,” id. § 2832(d)(2), a category that includes providers of the Title I services including those at issue here — namely, youth services and services for adult and dislocated workers. See id. § 2832(d)(2)(B), (C).

The Union has, throughout this litigation, relied significantly on the advisory and assistive aspects of the above description as demonstrating that local boards are not tasked with making substantive decisions concerning how grant monies are to be spent, but rather, are limited to an advisory role in relation to the chief elected official — in this case Chairperson Petrilla. We, however, see this provision in a somewhat more mixed light. For example, although the Local Board is meant to provide assistance and advice, it is also responsible for “setting policy.” The setting of policy suggests a decisional authority that is beyond merely advisory or assistive in na-

ture. See, e.g., In re Stout, 521 Pa. 571, 585, 559 A.2d 489, 496 (1989). Even assuming there is room for reasonable disagreement on this point, Section 501(b) is general and prefatory in nature, and is not intended to supply an exhaustive delineation of a local board’s duties. The description above reflects that local boards have other responsibilities, and Section 501(b) should be considered in conjunction with other facets of the legislation, especially those which speak to the mechanism by which federal and state funds are to be disbursed. See generally 1 Pa.C.S. § 1921(a) (“Every statute shall be construed, if possible, to give effect to all its provisions.”).

Such provisions indicate, first, that Congress and the Pennsylvania General Assembly contemplated that a competitive process would be used to obtain workforce investment services funded by WIA-related grants. This is evident most explicitly in the statutory mandate that youth work be awarded by the local board via grants or contracts obtained “on a competitive basis,” 29 U.S.C. §§ 2832(d)(2)(B), 2843, as the Commonwealth Court highlighted, see AFSCME, 77 A.3d at 60 n. 15, and as the Union now concedes. See Reply Brief for Appellant at 4. It is also implied from the mandate in Section 2833 of the federal act that all five-year plans describe “the competitive process” to be used for WIA-related grants. Indeed, this may explain why the Union competitively bid for the work in 2007, two years before fiscal agent status was transferred to the Local Board. Second, these aspects of the enactments indicate that it is the local workforce investment board that is, in the first instance, meant to be involved in provider selection. The question becomes, then, whether local officials are also involved in these activities to a degree that they are able to exercise control over the local board’s decisional functions.

We acknowledge that certain facets of the statutory scheme implicate participation by local elected officials. As regards the submission of a five-year plan to the Governor, the WIA and the WDA both specify that the plan is to be developed “in partnership with the chief elected official of the county or counties served by the local workforce investment board.” 24 P.S. § 6250.504(a); see 29 U.S.C. §§ 2833(a), 2832(d)(1). Also, as an initial matter at least, these officials serve as the local grant recipients of the federal funds, and they are liable for any misuse of those monies. See 29 U.S.C. § 2832(d)(3)(B)(i)(I); 24 P.S. § 6250.501(c)(1). Finally, the local board’s budget is subject to approval by the chief elected official. See 29 U.S.C. § 2832(d)(3)(a).

Still, we are unaware of any aspect of the legislation at either the federal or state level that expressly allocates to local elected officials the authority to select service providers or otherwise to direct how grant funds are to be disbursed. Although the WIA and WDA designate the chief elected official of the primary local governing body as the initial recipient of funds — terming her the “local grant recipient,” 29 U.S.C. § 2832(d)(3)(B)(i)(I); 24 P.S. § 6250.501(c)(1) — they make no mention of her ability to hire service providers or otherwise determine how the monies are to be spent. Indeed, to the contrary, these statutes allocate such responsibility to the local board.

This becomes evident upon consideration of the provisions pertaining to the administration of grants. Subsection 2832(d)(3)(B) of the federal act states, in relevant part:

(i) Grant recipient
(I) In general
The chief elected official in a local area shall serve as the local grant recipient for, and shall be liable for any misuse of, the grant funds allocated to the local area....
(II) Designation
In order to assist in the administration of the grant funds, the chief elected official ... may designate an entity to serve as a local grant subrecipient for such funds or as a local fiscal agent. Such designation shall not relieve the chief elected official ... of the liability for any misuse of grant funds as described in subclause (I).
(III) Disbursal
The local grant recipient or an entity designated under subclause (II) shall disburse such funds for workforce investment activities at the direction of the local board ....

29 U.S.C. § 2832(d)(3)(B)(i)(I)-(III) (emphasis added). Subsection 501(c) of the WDA is substantively identical. See 24 P.S. § 6250.501(c)(l)-(3).

As can be seen from the above, the chief elected official may elect between retaining her status as “local grant recipient” or designating an entity under subsection (II) to serve as “local grant subrecipient.” Either way, the recipient or subrecipient (as the case may be) must follow the directives of the local board in disbursing the funds, and there is no suggestion that these directives may be dictated by anyone else. Here, Chairperson Petrilla made the Local Board the subrecipient in November 2009, and it would be highly attenuated to suggest that any subsequent decision made by the Local Board as to fund disbursement is attributable to the County on that basis alone.

Nevertheless, the Union highlights that, even under such circumstances, the chief elected official remains liable for any misuse of the monies involved. See 29 U.S.C. § 2832(d)(3)(B)(i)(II), 24 P.S. § 6250.501(c)(2). The Union emphasizes this point by observing that Ms. Enright, Director of L & I’s Bureau of Workforce Development Partnership, wrote to Ms. Petrilla rather than the Local Board when, in May 2010, L & I began to suspect that the Local Board was unduly delaying the awarding of contracts for workforce development services. See supra note 13.

It does not follow, however, that the chief elected official retains control over the local board’s decisional process in directing disbursement of monies received. Liability for misuse may be predicated on an ability to make indemnification for misappropriated funds, which a county, with its taxing power, is in a better position to accomplish than a local board. Cf. Brock v. Pierce County, 476 U.S. 253, 257, 106 S.Ct. 1834, 1837, 90 L.Ed.2d 248 (1986) (describing a county’s obligation to make indemnification for misused funds under a predecessor statute to the WIA). Moreover, the “shall not relieve” phraseology suggests that the assignment of liability is aimed at incentivizing the chief elected official to exercise caution and sound judgment in choosing an entity to fulfill the role of fiscal agent/grant subrecipient — and to change that entity when necessary.

Here, the record reveals that these provisions had their intended effect in the present case. Ms. Petrilla was very concerned about the possible loss of funding due to the deficiencies identified by L & I, and she felt that “one of the first and foremost problems” was that “the fiscal agent was both performing the services and controlling the money.” N.T., Sept. 23, 2010, at 146, R.R. 150a. Accordingly, with the concurrence of the other Luzerne County Commissioners, she transferred fiscal agent status to the Local Board. See id. (“[T]he Commissioners agreed that there needs to be a separation of powers. So, with that, the fiscal agent was transferred [to the Local Board].”). Thus, Ms. Petrilla acted within her authority to designate a new fiscal agent/grant subrecipi-ent, and her decision resulted in the amelioration of deficiencies that remained outstanding after the County Agency submitted its initial plan of corrective action to the state. The state agencies’ performance concerns were ultimately allayed, moreover, as evidenced by their directives that the Local Board enter into contracts with the prevailing bidders in a timely manner.

Finally, it should be evident from the foregoing that there was no common-law agency relationship between the County and the Local Board. There is little support for the premise that Ms. Petrilla or any other County official manifested an understanding that the Local Board would act at the County’s behest or follow its directions. To the contrary, by May 2010, Ms. Petrilla and the Local Board were both of the view that neither she nor the County Commissioners collectively had the power to direct the Board’s actions or override its selection of service providers. Nor is there any aspect of the statutory scheme that gave the County de facto control over the Local Board’s decisions. Although the County Commissioners retained appointment power relative to a majority of the Local Board’s membership, see Union Exh. 11, R.R. 707a-749a (reflecting letters appointing or reappointing various persons to the Local Board), these individuals served for fixed terms and not at the pleasure of the Commissioners. There is therefore no basis to believe they were acting as agents of the County.

To summarize, the state and federal workforce investment acts create a system whereby the chief elected officials are involved in the creation and oversight of local workforce investment boards and work together with those boards to develop and implement a workforce investment plan approved by the Governor. The chief elected officials also exercise oversight at a high level through their appointment and reappointment powers relative to the Board’s membership, and remain liable for the misuse of public funds. However, the local boards’ functional authority to act derives from statute, and a close review of the WIA and WDA indicates that the local boards direct disbursement of grant monies for Title I services free of county control. Here, the PLRB concluded that the Local Board, and not the County, made the decision to seek competitive bids for these services and, for the reasons given, we find this conclusion to be in accordance with law.

The above analysis is based on the WIA and WDA and, as such, is limited to the Title I services. Whether the County committed an unfair labor practice through the Local Board’s awarding of the EARN-related work outside of the County Agency is a separate question. Neither the record nor the parties’ advocacy discloses the governing statutory framework

for those activities. The evidence that most directly touches upon the topic is comprised of the letter from DPW to Martha Herron, chairperson of the Local Board, see supra notes 7,18, and the March 2010 RFP pertaining to EARN services. The letter portrays the County as having no involvement in the selection of a provider, referencing DPW’s Master Guidelines and the Local Management Committee — an entity that is not substantially illuminated by the record or the briefs. For its part, the RFP is consistent with the letter in portraying the LMC as retaining essential hiring authority, see, e.g., EARN RFP at 10, R.R. 377a (“The LMC reserves the right to accept or reject any or all proposals submitted[.]”); see also id. (“At the discretion of the LMC, contractors may be offered an additional one-year extension.”), and the PLRB found, based on this document, that the LMC “oversees, manages, and directs” the EARN programs at issue here. See AFSCME, No. PERA-C-10-185-E, Final Order at 2 n. 4.

In all events, the Union’s presentation on the subject is very limited and consists of an attack on the letter as hearsay and on the propriety of referencing DPW’s Master Guidelines insofar as they were not placed in evidence. See Brief for Appellant at 26-27. The Union generally faults the PLRB for failing to prove its case. See id. at 26 (“[NJeither the [PLRB] nor the Commonwealth Court suggested that the [Local Board] had sole authority to award those contracts.”). We note, however, that, when an unfair labor practice complaint is brought before the PLRB pursuant to PERA, the complainant bears the burden of proof. See St. Joseph’s Hosp. v. PLRB, 473 Pa. 101, 104, 373 A.2d 1069, 1070 (1977). The Union does not suggest any basis to believe it has carried its burden in this regard.

Accordingly, the order of the Commonwealth Court is affirmed.

Former Chief Justice CASTILLE, former Justice McCAFFERY and Justice STEVENS did not participate in the decision of this case.

Justices EAKIN, BAER and TODD join the opinion.

      . Pub.L. No. 105-220, 112 Stat. 936 (as amended 29 U.S.C. §§ 2801-2945).

      . Act of Dec. 18, 2001, P.L. 949, No. 114 (as amended 24 P.S. §§ 6250.101-6250.1502).

      . Workforce investment areas are designated by the Governor through consultation with the Pennsylvania Workforce Investment Board, see 24 P.S. § 6250.301, and the chief elected official of each locality. See id. § 6250.501(a). Except in home-rule counties and first- and second-class cities, the chief elected official is the chairperson of a county board of commissioners. See id. § 6250.103 (defining terms). At all relevant times, Luzerne County was not a home-rule county.

      . Title I programs include employment and training services for adults who have lost their jobs due to downsizing, displacement, or dislocation. These programs also provide services to low-income youth such as pregnant or parenting youth, or youth with drug or alcohol problems. See 29 U.S.C. § 2854; AFSCME, Dist. Council 87 v. Luzerne Cnty., 77 A.3d 53, 55 n. 5 (Pa.Cmwlth.2013).

      . EARN services are funded through DPW to provide employment and training assistance to individuals receiving TANF (Temporary Assistance for Needy Families) benefits. Although funded by DPW, the services are provided pursuant to a contract between the Local Board and the Department of Labor and Industry, albeit in conformance with DPW’s "Master Guidelines” on the topic. A local management committee (“LMC”) oversees, manages, and directs EARN services provided in the County. The LMC is comprised of representatives from the County Assistance Office, L & I’s Bureau of Workforce Development Partnership, a local education agency, an economic development agency, and the Local Board. See Joint Exh. 6, R.R. 374a.

      . Ms. Petrilla explained that the Governor and other state-level officials were threatening to withhold funding if the County continued to allow the fiscal agent to be the same as the entity performing the work. See N.T., Sept. 23, 2010, at 144-47, R.R. 148a-151a.

      . Initially, the Local Board delayed notifying the selected providers of the awards. This prompted DPW to send a warning letter to the Local Board portraying the Local Board’s action in requesting competitive bids (at least for the EARN services) as having been undertaken at the LMC’s direction, and indicating that the providers were, in fact, selected by the LMC. The letter admonished that, under DPW’s Master Guidelines, see supra note 5, the Local Board was obligated to enter into timely contracts on behalf of the LMC with the selected EARN providers on pain of termination of the grant monies. See Letter of May 12, 2010, County Exh. 2, R.R. 760a-761a. The Local Board complied shortly thereafter by sending award letters and entering into the contracts.

      . Act of July 23, 1970, P.L. 563 (as amended 43 P.S. §§ 1101.101-1101.2301). No unfair labor charge was filed against Schuylkill County because its workforce development services were not being provided by unionized workers.

      . Section 117 of the WIA provides, in relevant part, that "[t]he chief elected official in a local area shall serve as the local grant recipient for, and shall be liable for any misuse of, the grant funds allocated to the local area [and] shall disburse such funds for workforce investment activities at the direction of the local board ... immediately on receiving such direction[.]” 29 U.S.C. § 2832(d)(3)(B)(i)(I), (III). Section 501 of the WDA substantially mirrors its federal counterpart. See 24 P.S. § 6250.501(c)(1), (3). These provisions are discussed in more detail below.

      . The dissent also opined that it would be improper to delegate to a legal entity such as the Local Board, which is not accountable to the electorate at the ballot box, the ability to select service providers for Title I and EARN programs. Notably, however, no challenge based on non-delegation principles was before the court.

      . The Union did not object to the introduction of the letter at the hearing. The County suggests it would fall under the business-records exception to the hearsay rule in any event. See Pa.R.E. 803(6); Brief for Intervenor at 25 n. 6.

      . The PLRB notes as an aside that this is not the first time the Local Board sought bids for Title I services through a process in which the County Agency participated: in 2007, the County Agency was a successful bidder and entered into a contract with the Local Board to provide Title I youth programs through June 30, 2010.

      . See County Exh. 2, R.R. 760a-761a (letter from Bryon Noon, Director DPW's Bureau of Employment and Training Programs, to Martha Herron, chairperson of the Local Board, warning of a possible loss of funding if the board did not "immediately” follow through and enter into contracts); see also County Exh. 1, R.R. 759a (letter from Christine Enright, Director of L & I's Bureau of Workforce Development Partnership, to Chairperson Petrilla, advising that time was of the essence and any decision by the Local Board not to award contracts to the selected vendors would require a vote of the board as well as an explanation of the reason for the decision); supra note 7.

      . A one-stop delivery system is defined as a "collaborative network of service providers designed to deliver to customers high-quality information access, lifelong learning, transitional or work support services or activities and economic investment services and activities at a county or multicounty level.” 24 P.S. § 6250.103 (relating to definitions); see also 29 U.S.C. 2841 (relating to establishment of one-stop delivery systems). See generally AFSCME, No. PERA-C-10-185-E, Final Order at 4 n. 6. Each one-stop operator enters into an agreement for its services with the local workforce investment board, and its "role may range between simply coordinating service providers within the center, to being the primary provider of services within the center, to coordinating activities throughout the [o]ne-[s]top system.” 20 C.F.R. § 662.400(a). See generally Keir Bancroft, Maximizing the Return on Workforce Investment: A Review of the Workforce Investment Act of 1998 and Suggestions on How to Resolve Issues Arising in its Implementation, 2002 Geo. J.L. & Pub. Policy 191 (discussing efficiencies associated with one-stop delivery systems).

      . Throughout her testimony, Ms. Petrilla used the term "fiscal agent” to describe the status that had attached, first to the County Agency, and then to the Local Board. In context she appears to have intended the term to subsume the concept of a local grant subrecipient per subsections 2832(d)(3)(B)(i)(II) and 501(c)(2). The WIA and WDA do not define "fiscal agent” or clearly delineate the phrase as a concept distinct from that of local grant subrecipient. If anything, the acts often appear to use the terms interchangeably. See 29 U.S.C. § 2832(d)(3)(B)(i)(II); 24 P.S. § 6250.501(c)(2). Thus, for present purposes we will also use the phrases interchangeably.

      . There is no evident statutory prohibition on a local board being the subrecipient.

      . As a consequence, the proposed remedy is impossible of execution, as the County is not a party to the contracts that the hearing examiner suggested the County should rescind.