author: ANDERSON, PAUL H„ Justice.

text:
    ILHC OF EAGAN, LLC, d/b/a The Commons on Marice, petitioner, Respondent, v. COUNTY OF DAKOTA, Relator.
    No. A03-1407.
    Supreme Court of Minnesota.
    March 17, 2005.

      James C. Backstrom, Dakota County Attorney, Suzanne W. Schrader, Assistant County Attorney, Hastings, MN, for Relator.
    Jeffrey J. McNaught, Jonathan P. Scholl, Lindquist & Vennum P.L.L.P., Minneapolis, MN, for Respondent.
   OPINION

ANDERSON, PAUL H„ Justice.

Intergenerational Living and Health Care (ILHC) operates “The Commons on Marice” (The Commons), a senior assisted living community facility in Eagan, Minnesota. In 2001 and 2002, ILHC applied for a partial property tax exemption for The Commons under Minn.Stat. § 272.02, subd. 26 (2002) (repealed 2003). Dakota County denied ILHC’s applications on the ground that The Commons was not eligible for the exemption. ILHC sought review of these denials. The Minnesota Tax Court concluded The Commons was eligible for the exemption and granted summary judgment in favor of ILHC. The county petitioned for a writ of certiorari. We reverse.

ILHC completed construction of The Commons in 1999. The county classified the property as “Apartment with Nursing Facilities.” In April 2001, and again in March 2002, ILHC applied for a partial property tax exemption under Minn.Stat. § 272.02, subd. 26 (2002) (repealed 2003). The county denied ILHC’s applications. ILHC paid the disputed taxes and filed petitions for review of the real estate taxes due and payable in 2001 and 2002.

In June and December 2002, ILHC and the county filed cross-motions with the tax court for partial summary judgment on the interpretation of two provisions of subdivision 26 — romanette (ii) and subpart (D). The parties stipulated that The Commons met all of subdivision 26’s requirements except for the two that specifically focused on a disputed interpretation of the statute: whether subpart (D) limited the exemption to housing that existed and was unas-sessed before the 1991 tax levy and whether romanette (ii) limited the exemption to housing for low-income residents. ILHC’s position is that, to be eligible for the partial exemption, housing did not have to exist in 1991 and did not have to be for low-income elderly. The county takes a contrary position, asserting that the exemption was only for low-income housing that was in existence and unassessed before the 1991 tax levy. The county contends that the statute was intended for the narrow remedial purpose of assisting developments for low-income tenants who were faced with a sudden increase in taxes because the facilities had not been assessed prior to 1991 through no fault of the property owners.

To support its position that The Commons was ineligible for the exemption, the county submitted a newspaper article from January 1993 describing the background and tax circumstances of Central Towers, an apartment building for low-income elderly and disabled tenants in downtown Saint Paul. It was and remains the county’s contention that subdivision 26 was not applicable to The Commons because the subdivision was enacted as a specific remedy for Central Towers and other facilities faced with similar circumstances. According to the article, Central Presbyterian Church opened Central Towers in 1965 to house as many as 280 low-income elderly or mentally or physically handicapped tenants. Monthly rents included meal services and many of the residents received some type of government housing subsidy. Central Towers did not qualify for a property tax exemption as a charitable organization because its owners received the rental income.

At some point, a nonprofit corporation was formed to take over Central Towers. The newspaper article noted that the Central Towers building was not assessed real property taxes until 1991 when Ramsey County decided that it should not be exempt. This change and the resultant property taxes on the building led to the nonprofit corporation nearly depleting its cash reserve and increasing rents. In the article, the president of the corporation’s board is attributed as indicating that the board would “ask the state Legislature to change the tax laws during the upcoming session to make the apartment building and others like it exempt from local property taxes.”

The county also submitted a partial transcript and tape recording of an April 19, 1993 meeting of the Minnesota Senate Property Tax Subcommittee where the property tax provisions of an omnibus tax bill were presented — including what became subdivision 26. After describing the criteria for exemption, a committee staff person stated, “These properties will be exempt from the property tax henceforth!;] due to an assessor’s misinterpretation, they had been treated * * * as tax exempt in the past, and they will continue to be tax exempt under this language in the future.” (Brackets added.)

The tax court’s own research identified two additional instances where legislators made statements concerning the provision that eventually became subdivision 26. The first statement was during an April 29, 1993 meeting of the Conference Committee on Taxes held to consider enactment of the subdivision that is now codified as Minn.Stat. § 272.02, subd. 26. The relevant excerpt is as follows:

Sen. Johnson: Do you want to know where [the provision] comes from?
Sen. [Flynn]: As I recall, it was [Senator Pappas] who found out that there was some senior housing that had not been assessed in the past, and it was determined suddenly that it should be [taxed] * * * and, whereas this kind of housing had not been subject to property tax, nor has it been assessed in other parts of the metropolitan area * * * that we are able to identify * * *.
Q: Senator, how many properties will this apply to?
Sen. [Flynn]: Just one or two * * [Voice in background]: “One * * * [in] Senator [Pappas’s] district * * * St. Paul * * * Central Towers.”

The second statement identified by the tax court was from a May. 17, 1993, proceeding of the House of Representatives:

Q: [Representative (Perlt) ]: What does this Bill do for the City of Saint Paul?
A: [a Tax Committee (member) ]: This Bill has a number of provisions that were endorsed and advocated for by Saint Paul and its legislative delegations. Number one, the local option sales tax; special assessment language is there; there is a provision for Central Towers; there is a provision that will affect Ramsey County Assessor; there is Mariani’s bill for housing * * *.

The county submitted three additional items that it claimed supported its interpretation of subdivision 26: the Minnesota Department of Revenue’s October 2000 publication titled “Elderly Assisted Living Care Facility Bulletin” (Bulletin), and two affidavits, one by a Minnesota Department of Revenue appraisal supervisor and the other by a Minnesota Department of Revenue attorney.

The Bulletin states its purpose is to give assessors “a workable blueprint” to apply to elderly assisted living care facilities statewide. It does not specifically refer to Minn.Stat. § 272.02, subd. 26, but it explains that living facilities for the elderly will generally not be tax exempt unless they also qualify as public charities. The Bulletin specifically states:

Since elderly assisted living care facilities are not exempted by any specific statute, they can only be exempt if they meet the requirements for one of the general exemption provisions. The most probable potential for exemption for elderly assisted living facilities would be to qualify as an institution of purely public charity (Minnesota Statutes, section 272.02, subd. 7).

The Bulletin then discusses the application of factors we developed in North Star Research Inst. v. County of Hennepin, 306 Minn. 1, 236 N.W.2d 754 (1975), to determine whether an institution is one of “purely public charity.”

The appraisal supervisor’s affidavit primarily relates his understanding of the circumstances surrounding the enactment of the statute. These circumstances start with the discovery, in “1990 or 1991,” that Central Towers was missing from the tax rolls. After this discovery, the supervisor believes Central Towers was assessed “for one or more years as omitted property pursuant to Minn.Stat. § 273.02.” The supervisor’s understanding is that the owners of Central Towers “protested the property tax to the legislature” and argued that the increase in rent caused by real estate taxes would force most of their tenants out of their homes. The supervisor then states that “[d]ue to the extremely unusual circumstances concerning Central Towers, legislation was drafted very narrowly to cover a property that ‘was not assessed and did not pay tax under chapter 273 prior to the 1991 levy, while meeting the other conditions of this subdivision.’ ” (emphasis in original). The supervisor adds that he has heard of only one other property that was exempted under subdivision 26 since its enactment.

The Department of Revenue attorney states in his affidavit that the department’s “long-standing” interpretation of subdivision 26 is that “it requires that the particular facilities existed prior to the 1991 levy, and yet at the same time, they must not have been assessed prior to the 1991 levy.” The attorney notes that since subdivision 26 was enacted, he recalls two instances where a property was denied exemption. One of these instances involved a building in Anoka County that was denied an exemption because, even though it existed prior to the 1991 levy, it did not comply with clauses (A) through (C) prior to the levy. The other instance involved a building in Crow Wing County that did not qualify for an exemption because it did not exist prior to the 1991 levy. Attached to the affidavit is a copy of the text of a July 15, 1996 letter from the department’s attorney to the Crow Wing County Assessor. In this letter, the attorney explained that “one requirement” of the statute was that “the property must have been in existence prior to the 1991 assessment date.”

To counter the county’s arguments, ILHC submitted affidavits documenting two exemptions under subdivision 26 granted to facilities in Washington and Hennepin Counties. The Washington County facility, located in Oakdale, had been constructed in 1997-98 and received a real estate tax exemption under the statute for taxes payable in the years 1998 through 2002. That exemption, however, has since been revoked. ILHC’s attorney i-eported by affidavit that the exempt facility in Hennepin County had been constructed in 1968. The affidavit noted that the Hennepin County facility received the tax exemption in the late 1990’s, but that Hennepin County had notified the owners of that facility that, beginning with the 2003 assessment, it would no longer qualify for the exemption under subdivision 26 because its permanent financing expired in November 2002.

The tax court ruled in favor of ILHC on both cross-motions for partial summary judgment. The court held that romanette (ii) and subpart (D) did not limit eligibility to facilities housing low-income residents or to those in existence before 1991. The county requested permission to move for reconsideration and submitted evidence that the legislature repealed subdivision 26 during its 2003 special session. The court denied the county’s request for reconsideration. We granted the county’s subsequent petition for certiorari.

I.

We first consider the interpretation of Minn.Stat. § 272.02, subd. 26(D). Subdivision 26 was enacted in 1993, but was later repealed during the legislature’s 2003 special session. Act of June 8, 2003, ch. 21, art. 4, § 13(a), 2003 Minn. Laws 2467, 2483. Subpart (D) of Minn.Stat. § 272.02, subd. 26, provided:

In order for a structure to be exempt under item (i) or (ii), it must also meet each of the following criteria:
(D) was not assessed and did not pay tax under chapter 273 prior to the 1991 levy, while meeting the other conditions of this subdivision.

The dispute over the interpretation of subpart (D) centers on the meaning and role of the word “while” in the context of the subdivision. ILHC suggests that sub-part (D) is unambiguous and that “while” expresses a conditional relationship requiring only that “if a structure existed prior to the 1991 levy, it must not have been assessed or paid tax under Chapter 273 but still met the remaining conditions of the statute.” (emphasis added). In short, ILHC’s position is that subpart (D) does not require a structure to have been in existence before the 1991 tax levy. Rather, ILHC asserts that subpart (D) requires that a structure meet all of the subdivision’s requirements only if it existed before 1991.

In contrast, the county argues that “while” means “at the same time” or “during the time that.” The county asserts that under its definition a structure had to comply with subparts (A)-(C) at the same time that it was not assessed and taxes were not paid — i.e., assisted living services had to have been provided at the same time the structure was not assessed and taxes were not paid. Such compliance could happen only if the structure was in physical existence before the 1991 tax levy. The county also argues that under ILHC’s interpretation the second half of subpart (D) would be redundant with another provision of the subdivision. Both parties use common dictionary definitions to support their respective positions.

Faced with essentially the same arguments on the meaning and role of the word “while,” the tax court concluded that, because both meanings of “while” were based on common usage as evidenced by the dictionary definitions, subpart (D) was ambiguous. Having determined that subpart (D) was ambiguous, the court then attempted to ascertain the intent of the legislature in order to resolve the question whether subpart (D) excluded facilities not in physical existence before 1991.

Claims that the tax court committed an error of law are subject to our review. Minn.Stat. § 271.10, subd. 1 (2004); Homart Dev. Co. v. County of Hennepin, 538 N.W.2d 907, 910 (Minn. 1995). Here, our review is based on the county’s claim that the tax court erroneously interpreted Minn.Stat. § 272.02, subd. 26. We review the interpretation of statutes de novo. A & H Vending Co. v. Comm’r of Revenue, 608- N.W.2d 544, 547 (Minn.2000). When interpreting statutes that exempt property from taxation, we adhere to the proposition that “taxation is the general rule and exemption the exception.” Chateau Community Housing Ass’n, Inc. v. County of Hennepin, 452 N.W.2d 240, 242 (Minn.1990). Moreover, “statutory provisions exempting property from taxation are to be strictly construed.” In re Raynolds’ Estate, 219 Minn. 449, 453, 18 N.W.2d 238, 240 (1945); see also TCF Bank Sav. FSB v. Comm’r of Revenue, 486 N.W.2d 756, 758 (Minn.1992).

The touchstone for statutory interpretation is the plain meaning of a statute’s language. See Minn.Stat. § 645.16 (2004). When a statute’s meaning is plain from its language as applied to the facts of the particular case, a judicial construction is not necessary. Am. Tower, L.P. v. City of Grant, 636 N.W.2d 309, 312 (Minn.2001). Only if the statute is ambiguous do we apply the rules of statutory construction. Correll v. Distinctive Dental Servs., P.A., 607 N.W.2d 440, 445 (Minn.2000). Under the basic canons of statutory construction, we are to construe words and phrases according to rules of grammar and according to their most natural and obvious usage unless it would be inconsistent with the manifest intent of the legislature. Minn.Stat. § 645.08(1) (2004); see Homart, 538 N.W.2d at 911. “[W]henev'er possible, no word, phrase, or sentence should be deemed superfluous, void, or insignificant.” Owens v. Federated Mut. Implement & Hardware Ins. Co., 328 N.W.2d 162, 164 (Minn.1983); Minn.Stat. § 645.16.

Our rules of statutory construction also require us to read a particular provision in context with other provisions of the same statute in order to determine the meaning of the particular provision. See Kachman v. Blosberg, 251 Minn. 224, 229, 87 N.W.2d 687, 692 (1958). Moreover, “the legislature must be presumed to have understood the effect of its words and intended the entire statute to be effective and certain.” Van Asperen v. Darling Olds, Inc., 254 Minn. 62, 74, 93 N.W.2d 690, 698 (1958); see also Minn.Stat. §§ 645.08, 645.16, 645.17(2). After juxtaposing the statute’s language with our rules of statutory construction and the rules of grammar, we conclude that the tax court erred in its application of statutory canons of construction and in its determination of legislative intent to determine the meaning of subpart (D).

Any doubts as to this conclusion can be dispelled by examining subpart (D) using certain basic rules of grammar. The word “while” is used in subpart (D) as a subordinating conjunction between the independent clause of “was not assessed and did not pay tax under chapter 273 prior to the 1991 levy” and the subordinate adverbial clause of “while meeting the other conditions of this subdivision” — with both clauses taking the subject of “the structure.” The role of the subordinate clause is to modify the independent clause; thus, the issue with regard to the meaning of “while” is properly framed as how the “while” clause modifies the “was not assessed and did not pay tax” clause. Once this relationship is clarified, the function of “while” is easier to discern. Here, the “while” subordinate clause functions as an adverbial clause modifying the verbs “assessed” and “pay.” Adverbial clauses can express the following relationships: time, place, manner, purpose, result, condition, reason, cause, or contrast. William Sabin, The Gregg Reference Manual 517 (8th ed.1996). Only two of these relationships appear to be indicated by the legislature’s use of the “while” clause in subpart (D): time or condition.

The legislature’s use of language within subpart (D) indicates that the “while” clause establishes a time relationship. Subparts (A)-(C) are all phrased in the present tense, but subpart (D)’s tense structure is complex, using multiple tenses. In the subpart’s independent clause, the legislature used the past tense — i.e., “was not assessed,” and “did not pay”' — - but in the modifying subordinate clause it chose to use the present tense — “meeting.” This use of the present tense “meeting” emphasizes that a structure’s conformance with subdivision 26’s other conditions had to have occurred during the time that the structure “was not assessed and did not pay tax * * * prior to the 1991 levy.” “[W]as not assessed and did not pay tax * * * prior to the 1991 levy” provides temporal grounding for subpart (D) and “while meeting the other conditions” situates the fulfillment of the “other conditions” as concurrent with not being assessed and not paying tax prior to the 1991 levy. To concurrently comply with the subdivision’s other conditions, the structure had to physically exist because ro-manettes (i) and (ii) and subparts (A)-(C) all presuppose the physical existence of the structure. Therefore, we conclude the use of the “while” clause expressed a time relationship rather than a conditional relationship.

In determining which type of relationship the legislature established with its use of the “while” clause, we must also read the provision in context with the other provisions of subdivision 26. Subdivision 26 prefaces subparts (A)-(D) with the provision that the structure “must also meet each of the following criteria.” The second clause of subpart (D) reads “while meeting the other conditions of this subdivision.” ILHC’s proffered plain language interpretation of subpart (D) gives meaning and effect to the second clause only in circumstances where a structure existed before 1991 and renders the clause superfluous for structures completed after the 1991 levy.

Based upon the foregoing analysis, we conclude that giving full effect to every word in the statute shows that Minn. Stat. § 272.02, subd. 26(D), required a structure situated on real property to have been in existence before the 1991 tax levy to be eligible for a tax exemption. Therefore, we hold that the tax court erred when it found otherwise. The result of this holding is that The Commons was not eligible for exemption under subdivision 26(D); thus, it is unnecessary for us to consider the tax court’s interpretation of subdivision 26(ii).

II.

Our conclusion that subdivision 26 applied only to structures in existence before 1991 does not end our analysis. ILHC contends in the alternative that if subdivision 26 applied only to structures in existence before 1991, it violated the Uniformity Clause of Article X, Section One of the Minnesota Constitution as well as the Equal Protection Clause of the United States Constitution’s Fourteenth Amendment. In particular, ILHC argues that a 1991 cutoff for eligibility arbitrarily creates two classes among otherwise eligible structures: those in existence before the 1991 levy and those in existence after the 1991 levy. Because declaring subdivision 26 unconstitutional and striking it in its entirety would still result in a denial of ILHC’s exemption, ILHC asks us to preserve subdivision 26⅛ constitutionality by excising all or part of subpart (D) and allowing the rest of the subdivision to stand.

We review a statute’s constitutionality de novo. Westling v. County of Mille Lacs, 581 N.W.2d 815, 819 (Minn. 1998). We presume statutes to be constitutional and exercise the power to declare a statute unconstitutional “with extreme caution and only when absolutely necessary.” In re Haggerty, 448 N.W.2d 363, 364 (Minn.1989). “The party challenging the constitutionality of the statute bears the burden of establishing ‘beyond a reasonable doubt’ that the statute violates a constitutional right.” Westling, 581 N.W.2d at 819 (quoting In re Conservator-ship of Foster, 547 N.W.2d 81, 85 (Minn. 1996)). We have also noted that the complainant has the burden to show that “the legislative facts on which the classification is apparently based could not reasonably be conceived to be true by the governmental decisionmaker.” Guilliams v. Comm’r of Revenue, 299 N.W.2d 138, 141 n. 3 (Minn.1980) (quoting Vance v. Bradley, 440 U.S. 93, 111, 99 S.Ct. 939, 59 L.Ed.2d 171 (1979)). While we grant the same deference to the constitutionality of tax legislation as we give to other legislation, we have also stated that the legislature has a wide discretion in classifying property for purposes of taxation. Contos v. Herbst, 278 N.W.2d 732, 736 (Minn.1979).

The Uniformity Clause requires that “[t]axes shall be uniform upon the same class of subjects * * Minn. Const, art. X, § 1. The Uniformity Clause is no more restrictive on the legislature’s power to tax or classify than the Equal Protection Clause and we use the same rational basis test in examining constitutionality under both clauses. Westling, 581 N.W.2d at 820. We articulated the three parts to this rational basis test in Miller Brewing Co. v. State:

(1) The distinctions which separate those included within the classification from those excluded must not be manifestly arbitrary or fanciful but must be genuine and substantial, thereby providing a natural and reasonable basis to justify legislation adapted to peculiar conditions and needs; (2) the classification must be genuine or relevant to the purpose of the law; that is, there must be an evident connection between the distinctive needs peculiar to the class and the prescribed remedy; (3) the purpose of the statute must be one that the state can legitimately attempt to achieve.

284 N.W.2d 353, 356 (Minn.1979).

The first step in our inquiry is to determine whether the distinction based on a structure’s existence before 1991 is “manifestly arbitrary and fanciful” rather than being “genuine and substantial, * * * providing a natural and reasonable basis to justify legislation adapted to peculiar conditions and needs.” Id. Generally, our review is deferential and “[¡legislative classifications not based on a suspect class nor affecting fundamental interests * * * must be upheld under equal protection and uniformity clause analysis unless there is no reasonable basis for the classification.” Westling, 581 N.W.2d at 820. The difference between classes need not be great, and if any reasonable distinction can be found, a court should sustain the classification. In re McCannel, 301 N.W.2d 910, 917 (Minn.1980).

We previously examined the rational basis of tax classifications in In re McCannel. In McCannel, the limited market value statute placed a 5 percent maximum valuation increase for property taxes, but only for residential properties that had been previously valued. Id. at 915. Nonresidential property and properties that had not been previously valued, i.e., new construction, could not benefit. Id. The statute was amended several times to, inter alia, raise the maximum valuation increase to 10 percent and include nonresidential properties. Id. None of the statutory caps was ever available to the taxpayers in McCannel. Id. The limited market value concept was eventually repealed. Id.

In McCannel, we rejected the taxpayers’ contention that the statute violated the Uniformity Clause or Equal Protection Clause concluding that the statute had a rational basis. We explained:

At a time of rapid inflation and periodic reassessments which were often unable to keep pace with rising property values, the limitation provision allowed significant increases in property taxes to be absorbed gradually by the taxpayer. Gradual implementation of significant tax increases promoted stability in ownership by giving property owners time to adjust to and make provisions for the increases rather than forcing some owners to sell their property because of lack of funds to pay the taxes.

Id. at 918. We stated further that the taxpayer’s arguments that the limitation provision protected only some taxpayers but not others who were not necessarily better able to pay higher property taxes “address[ed] the wisdom of the legislature’s program, not its constitutionality.” Id.

We conclude that aspects of the classification at issue here are analogous to the limited market value statute challenged in McCannel. Subdivision 26 appears to have been in response to the unusual situation and sudden tax increase confronted by Central Towers. The Central Towers building was in the presumably rare situation of having been inadvertently left off the tax rolls for 25 years until Ramsey County discovered the absence in 1991. Ramsey County’s subsequent assessment of Central Towers and the required payment of taxes apparently affected the ability of the property’s owners to offer affordable rents to tenants' — tenants who were likely among the most vulnerable to losing their housing due to a rent increase.

Our review of the statute’s history supports a conclusion that the statute was an effort to remedy the rare situation faced by Central Towers and any other similarly situated facilities. Minnesota Statutes § 272.02, subd. 26, allowed these properties that had not been assessed through any fault of the property owner to remain partially tax exempt if they continued to meet the statute’s other requirements. The legislature recognized that the sudden increase in tax payments could harm the ability of these properties to provide low-income housing because the owners had not anticipated the sudden imposition of property taxes. The purpose was not to create a new exemption as ILHC contends, but to create a remedy for those properties affected by Ramsey County’s mistake.

We conclude that, in this context, subdivision 26’s limitation of eligibility to structures that existed before 1991 is a genuine and natural distinction justified by the peculiar problem it was designed to remedy. In addressing this problem, the legislature drafted subdivision 26 to include all other facilities that also may have been in the position of Central Towers. At least one other budding is reported to have qualified for the exemption.

The second prong of the rational basis test requires that the challenged classification be genuine or relevant to the purpose of the law. Miller Brewing, 284 N.W.2d at 356. Although the purpose of subdivision 26 is not explicitly stated, we have declared that “[i]n equal protection analysis, [any] conceivable and legitimate reason for the legislative classification may provide the rational basis to satisfy the constitutional requirement of equality and uniformity for tax legislation.” Brainerd Area Civic Center v. Comm’r of Revenue, 499 N.W.2d 468, 472 (Minn.1993). The county asserts that the purpose of subdivision 26 was to preserve affordable housing for vulnerable populations by remedying the unusual circumstances faced by Central Towers and other similarly situated structures. The value of a structure — as opposed to the value of the land — may represent nearly all of a property’s assessed value. By exempting the value of a qualified structure, subdivision 26 significantly lessened the property tax burden suddenly faced by Central Towers and other similar structures operated by nonprofit organizations serving populations in need of affordable housing, allowing those organizations to maintain affordable rents.

The legislature’s requirement that a structure exist before 1991 as one of its criteria for exemption may appear to be imperfectly related to subdivision 26’s purpose. Nevertheless, “imperfection is not a constitutional defect. It is only necessary that the classification be rationally related to the purpose. The wisdom and social effects of a statute lie within the secure domain of the legislature * * *.” Wes-tling, 581 N.W.2d at 822. It is well-established that “the legislature ‘may implement (its) program step by step * * * adopting regulations that only partially ameliorate a perceived evil and referring complete elimination of the evil to future regulations.’ ” Wegan v. Village of Lexington, 309 N.W.2d 273, 283 (Minn.1981) (quoting Minn. v. Clover Leaf Creamery Co., 449 U.S. 456, 466, 101 S.Ct. 715, 66 L.Ed.2d 659 (1981)). We conclude the classification in subpart (D) is relevant to the purposes of subdivision 26. The time cutoff at 1991 was reasonably related to the statute’s remedial purpose of allowing the affected properties a partial exemption for reasonably unanticipated property tax increases.

The third and final prong of our rational basis test requires that “the purpose of the statute must be one that the state can legitimately attempt to achieve.” Miller Brewing, 284 N.W.2d at 356. We conclude that protecting properties from a sudden unanticipated tax increase in order to preserve affordable housing is a legitimate governmental purpose.

ILHC contends that decisions by the United States Supreme Court and the Kansas Supreme Court in purportedly similar cases mandate a different outcome. ILHC first asserts that Hooper v. Bernalillo County Assessor, 472 U.S. 612, 105 S.Ct. 2862, 86 L.Ed.2d 487 (1985), warrants the conclusion that subpart (D) violates the Equal Protection Clause. ILHC’s reliance on Hooper is misplaced. In Hooper, the Court invalidated a New Mexico partial property tax exemption enacted in 1983 for Vietnam veterans who were New Mexico residents before May 8, 1976. Id. at 612, 106 S.Ct. 2862. The Court concluded that the resulting classification bore no rational relationship to the asserted goal of encouraging veterans to live in New Mexico because the retroactive legislation could not plausibly have encouraged veterans to move to the state. Id. at 619-20, 105 S.Ct. 2862. The Court also concluded that the other justification for the classification, that New Mexico wished to reward its veterans, was not rationally related because the statute was not written to require any connection between a veteran’s prior residence and military service. Id. at 621, 105 S.Ct. 2862. Favoring established residents of a state over new residents is not a legitimate state purpose. Id. at 623, 105 S.Ct. 2862. Absent any reasonable justification, the New Mexico statute’s discrimination between veterans based on their residency was impermissible. Id. at 622-23, 105 S.Ct. 2862. We conclude that the reasoning in Hooper does not apply here because, unlike the New Mexico statute, subdivision 26 has a legitimate remedial purpose.

ILHC’s reliance on the Kansas Supreme Court’s decision in State v. Parrish, 257 Kan. 294, 891 P.2d 445 (1995), is similarly misplaced. The statute found unconstitutional in Parrish allowed any personal property discovered to have been left off the tax rolls to be added back to the rolls, but added that “such property shall not be liable for any taxes that would have been levied against such property for any year prior to the 1992 tax year and no penalty shall be added.” Id. at 447. The Parrish court held the Kansas statute violated the uniformity provision of the Kansas Constitution. Id. at 457. Essential to the Parish decision was that the Kansas statute conferred a retroactive benefit to taxpayers based on characteristics of the taxpayers rather than on the classification of the property. Id. at 457. The statute allowed tangible personal property owners to be divided into two classes: those who had paid their taxes on time and those who had not. Id. at 450. In essence, the Kansas statute rewarded those who had not correctly reported their personal property. Id. at 457.

We reached a similar conclusion to Parrish in State ex rel. Matteson v. Luecke, 194 Minn. 246, 260 N.W. 206 (1935). In Matte-son, we struck down a statutory provision that forgave a portion of the taxes owed by delinquent taxpayers, concluding that the statute’s classification of property owners — those who pay taxes promptly and those who do not — was not reasonable. Id. at 251, 260 N.W. at 208. But in Matte-son, we suggested that there may be some forms of tax forgiveness that “might be valid under certain circumstances,” such as those that were focused on the value of the property and on the owner’s ability to pay. Id. at 253, 260 N.W. at 209.

We conclude that the partial exemption contained in subdivision 26, which provided a partial exemption to structures left off the tax rolls through no fault of the property owners, is analogous to the type of tax forgiveness we suggested might be proper in Matteson and Calhoun. While we are troubled that Minn.Stat. § 272.02, subd. 26, did not phase in full taxation as applied to similarly situated properties (see McCannel, 301 N.W.2d at 918) or did not contain a sunset provision limiting the application of the statute to a predetermined period of time, nonetheless, and importantly, the legislature did repeal subdivision 26 in 2003, thus, in effect, limiting the disparate effects of the remedy. See McCannel, 301 N.W.2d at 918-19. Moreover, Central Towers was not delinquent in paying its taxes, but rather it had not been assessed because of a government error. The partial exemption provided in subdivision 26 was rational because the sudden increase in taxes could enforce a hardship on these properties’ ability to provide low-income housing. Finally, subdivision 26 used 1991 as a cutoff date, not to provide a retroactive benefit of forgiving past taxes, but only to set a benchmark to use in determining eligibility for a future exemption. Therefore, on these unique facts, we conclude that subdivision 26’s partial exemption is constitutional.

For the foregoing reasons, we reverse the tax court.

Reversed.

ANDERSON, G. BARRY, J., not having been a member of this court at the time of the argument and submission, took no part in the consideration or decision of this case.

      . Minnesota Statutes § 272.02, subd. 26, provided that:
      A structure that is situated on real property is exempt if it is used for:
      (i) housing for the elderly or for low- and moderate-income families as defined in Title II of the National Housing Act, as amended through December 31, 1990, and funded by a direct federal loan or federally insured loan made pursuant to Title II of the act; or
      (ii) housing lower income families or elderly or handicapped persons, as defined in Section 8 of the United States Housing Act of 1937, as amended.
      In order for a structure to be exempt under item (i) or (ii), it must also meet each of the following criteria:
      (A) is owned by an entity which is operated as a nonprofit corporation organized under chapter 317A;
      (B) is owned by an entity which has not entered into a housing assistance payments contract under Section 8 of the United States Housing Act of 1937, or, if the entity which owns the structure has entered into a housing assistance payments contract under Section 8 of the United States Housing Act of 1937, the contract provides assistance for less than 90 percent of the dwelling units in the structure, excluding dwelling units intended for management or maintenance personnel;
      (C) operates an on-site congregate dining program in which participation by residents is mandatory, and provides assisted living or similar social and physical support services for residents; and
      (D) was not assessed and did not pay tax under chapter 273 prior to the 1991 levy, while meeting the other conditions of this subdivision.
      An exemption under this subdivision remains in effect for taxes levied in each year or partial year of the term of its permanent financing.

      . The article is from an unidentified newspaper. The county represents that it obtained the article from the Ramsey County Assessor’s files.

      . The tax court’s transcription does not indicate which Senator Johnson was speaking. During the 1993 legislative session, there were three senators in the Minnesota Senate with the surname "Johnson.” It was likely that the speaker was Sen. Douglas Johnson, who was Chair of the Senate Taxes and Tax Law Committee.

      . Act of May 24, 1993, ch. 375, art. 5, § 3, 1993 Minn. Laws 2808, 2814, amended by Act of April 13, 1994, ch. 416, art. 1, § 9, 1994 Minn. Laws 111, 120, and codified at Minn. Stat. § 272.02, subd. 1, clause (25) (1994). It was later recodified at Minn.Stat. § 272.02, subd. 26 (2000).

      . We recognize that the legislature may not have specifically focused on the rules of grammar when drafting this legislation. Nevertheless, grammar is a complementary analytical tool for understanding how language is used to convey meaning. See State v. Flynn, 123 N.H. 457, 464 A.2d 268, 271 (1983) (stating "Although the legislature is not compelled to follow technical rules of grammar and composition, a widely accepted method of statutory construction is to read and examine the text of the statute and draw inferences concerning its meaning from its composition and structure.”) (citing 2A Sutherland Statutes and Statutory Construction § 47.01, at 70 (Sands ed.1973)).

      . We recognize that there may also be a temporal aspect to ILHC’s argument. This aspect involves an interpretation that the "while” clause does not establish a threshold for qualifying for the exemption, but only established when the condition of "was not assessed and did not pay tax” is to be applied. We conclude, however, that such a construction is in direct conflict with subdivision 26’s explicit requirement that a structure "meet each of the following [four] criteria.” (Emphasis added.)

      . While the case of In re Calhoun Beach Holding Co. is factually distinguishable from Matteson and the case before us, it is notable. 205 Minn. 582, 593, 287 N.W. 317, 323 (1939). In Calhoun, we upheld an order by the Minnesota Tax Commission granting a tax forgiveness application sought by the Calhoun Beach Holding Company because the abatement had been based on the taxpayer’s ability to pay and the value of the property in question. Id. The City of Minneapolis had objected to the abatement, challenging it on Uniformity Clause grounds. Id.

      . As another alternative argument, ILHC contends that subdivision 26 violated the Minnesota Constitution's prohibition on special legislation found at Article XII, Section One. ILHC's special legislation argument is premised on a conclusion that the legislature intended subdivision 26 to exclusively benefit a single property — Central Towers. Because we reach no such conclusion, there is no basis for considering a special legislation argument as it is framed by ILHC. Our interpretation of the statute's plain language would not limit subdivision 26’s benefits to any particular facility. A statute may be aimed at a specific remedial purpose without being aimed at one specific property.
      The result in this case would not be changed even if we were to modify ILHC’s special legislation argument to be that limiting exemption to a narrow class of pre-1991 facilities makes subdivision 26 special legislation. A classification limited to members of a class existing at the time of its enactment and not allowing additional members is still valid as long as the purpose is remedial and the statute is intended to address a temporary situation. Thorpe Bros. v. Itasca County, 171 Minn. 312, 315, 213 N.W. 914, 915 (1927).


source: Caselaw Access Project

author: /s/Paul H. Anderson Associate Justice

license: Public Domain

text:
    Gerilynn L. WALBRIDGE, Relator, v. NORTHERN HYDRAULICS, and Compcost, Respondents, Medica/Healthcare Recoveries, Intervenor.
    No. A04-2232.
    Supreme Court of Minnesota.
    March 17, 2005.
    John J. Horvei, New Brighton, MN, for Employee-Relator.
    Jay T. Hartman, Tracy M. Borash, Hea-cox, Hartman, Mattaini, Koshmrl, Cosgriff & Johnson, P.A., St. Paul, MN, for Employer & Insurer-Respondent.
   ORDER

Based upon all the files, records and proceedings herein,

IT IS HEREBY ORDERED that the decision of the Workers’ Compensation Court of Appeals filed October 22, 2004, be, and the same is, affirmed without opinion. See Hoff v. Kempton, 317 N.W.2d 361, 366 (Minn.1982) (summary dispositions have no precedential value because they do not commit the court to any particular point of view, doing no more than establishing the law of the case).

BY THE COURT:

/s/Paul H. Anderson Associate Justice


author: HANSON, Justice. ANDERSON, PAUL H., Justice PAGE, Justice

text:
    Sandy TISCHER, Appellant, v. HOUSING AND REDEVELOPMENT AUTHORITY OF CAMBRIDGE, Respondent.
    No. A03-845.
    Supreme Court of Minnesota.
    March 24, 2005.

      Mary Dawn Tietjen, Kennedy & Graven, Chartered, Minneapolis MN, for Appellant.
    Thomas P. Malone, Barna, Guzy & Stef-fen, Ltd., Coon Rapids MN, and Edward Peter Sheu, Barna, Guzy & Steffen, Ltd., Minneapolis MN, for Respondent.
    Susan L. Naughton, League of Minnesota Cities, St. Paul, MN, Amicus for League of Minnesota Cities.
   OPINION

HANSON, Justice.

Appellant Sandy Tischer sued respondent Cambridge Housing and Redevelopment Authority (HRA) for breach of an employment contract when it eliminated her executive director position and terminated her employment. The district court assumed jurisdiction over her claim, ruling that Minn.Stat. § 469.014 (2004), which specifies that HRAs “shall be liable in contract or in tort in the same manner as a private corporation,” provides an exception to the general rule that public employees may only challenge the termination of their employment by writ of certiorari. The court of appeals reversed, holding that section 469.014 establishes the scope of an HRA’s liability but does not provide an alternative procedure for bringing a wrongful termination claim. Tischer v. Hous. & Redev. Auth. of Cambridge, 675 N.W.2d 361, 365 (Minn.App.2004). We affirm the court of appeals and hold that the district court erred in denying the HRA’s motion to dismiss for lack of subject matter jurisdiction.

The HRA hired Tischer as its executive director in 2000. Approximately a year and a half later, the Cambridge City Council shifted control of all HRA functions to the city’s Economic Development Authority (EDA). The city council’s April 15, 2002, resolution specified that three HRA employees, Tischer not among them, were to be considered EDA employees as of 12:01 a.m. on April 16.

On the same evening, in response to the city council’s action, the HRA’s board convened an “emergency meeting” at 10:47 p.m. The board minutes indicate that “[t]he purpose of the meeting was to offer the Executive Director an immediate contract in lieu of transfer of powers attempt by the Cambridge City Council to the EDA, for which no notice had been issued.” The two-year contract specified that Tiseher was to be paid her current wage of $3,000 per month, plus benefits.

Tiseher alleges that on May 6 the city council “purported to add two additional seats” to the HRA, and on May 7 the HRA held a “special meeting” to amend its bylaws, eliminate the Executive Director position, and lay off Tiseher effective May 21, 2002. The record contains six HRA resolutions to that effect, one of which explains that by consolidating economic development efforts, the city council aimed to save administrative expenses, coordinate planning, and increase accountability.

Tiseher did not challenge her termination by certiorari. Instead, she sued the HRA for breach of contract in district court. In a motion to dismiss, the HRA contended that the district court lacked subject matter jurisdiction because Tischer’s termination was a “quasi-judicial” decision subject to review only by certiorari. In response, Tiseher contended that her termination was not a quasi-judicial action or, even if it was, section 469.014 specifically conferred jurisdiction on the district court to hear a breach of contract claim. The district court ruled that the termination was quasi-judicial, but agreed with Tiseher that section 469.014 had both substantive and procedural implications and that it conferred jurisdiction on the district court to hear breach of contract claims against a HRA. Consequently, the district court denied the HRA’s motion to dismiss for lack of subject matter jurisdiction.

Tiseher did not challenge the quasi-judicial nature of her termination before the court of appeals. The court of appeals held that a plain reading of section 469.014 “merely establishes the extent of a HRA’s liability, not a procedure for obtaining review of a wrongful discharge claim[,]” and held that the district court erred by denying the HRA’s motion to dismiss. Tiseher, 675 N.W.2d at 365. The court of appeals further held that “Tischer’s sole remedy was to appeal to this court by certiorari.” Id. Tiseher sought further review of the sole issue of whether the court of appeals correctly interpreted section 469.014 as not providing subject matter jurisdiction to the district court.

I.

Tiseher argues that section 469.014 creates an exception to the general rule that certiorari is the exclusive remedy for wrongful termination claims brought by employees of an executive body that has less than statewide jurisdiction. We review this issue de novo because statutory interpretation and subject matter jurisdiction are questions of law. Educ. Minnesota-Chisholm, v. Indep. Sch. Dist. No. 695, 662 N.W.2d 139, 143 (Minn.2003); Handicraft Block Ltd. P’ship v. City of Minneapolis, 611 N.W.2d 16, 19-20 (Minn.2000).

The general rule is founded on separation-of-powers considerations. Willis v. County of Sherburne, 555 N.W.2d 277, 280 n. 2 (Minn.1996). We have recognized that the decision of an executive body to terminate an employee is a discretionary exercise of its administrative powers. Dietz v. Dodge County, 487 N.W.2d 237, 239 (Minn.1992). Separation of powers requires that such discretionary decisions be granted deference by the judiciary to avoid usurpation of the executive body’s administrative prerogatives. Id. Because a direct action in the district court would contemplate de novo review, we have concluded that review by certiorari is required to provide appropriate deference and to minimize the judicial intrusion into administrative decision-making. Id. Further, review by certiorari protects public resources because it provides an efficient and economical form of judicial review. Id. at 240.

In Willis, we recognized that the legislature may create exceptions to this general rule, stating “the claimant may contest the employer’s action by certiorari alone, absent statutory authority for a different process.” Willis, 555 N.W.2d at 282 (emphasis added). The legislature has enacted exceptions to this general rule, by specifically authorizing a fired public employee to bring a “civil action” in district court to challenge her dismissal on certain specified grounds. See, e.g., Minn.Stat. §§ 181.931, subd. 3; 181.935(a) (2004) (Whistleblower Act); Minn.Stat. §§ 363A.28, 363A.33 (2004) (Human Rights Act). Tischer argues that by enacting Minn.Stat. § 469.014, the legislature intended to create another exception to the certiorari rule by authorizing HRA employees to challenge their dismissal on breach of contract grounds. Section 469.014 reads:

Subject to the provisions of chapter 466, an authority shall be liable in contract or in tort in the same manner as a private corporation. The commissioners of an authority shall not be personally hable as such on its contracts, or for torts not committed or directly authorized by them. The property or funds of an authority shall not be subject to attachment, or to levy and sale on execution, but, if an authority refuses to pay a judgment entered against it in any court of competent jurisdiction, the district court for the county in which the authority is situated may, by writ of mandamus, direct the treasurer of the authority to pay the judgment.

(Emphasis added.) Because that section does not expressly state that a HRA employee may bring a civil action in district court, Tischer must argue that the exception to the general rule should be implied from the words “in the same manner.” Tischer notes that an employee of a private corporation could bring a wrongful termination action in district court.

We have interpreted this statutory language once before, then in the context of whether a notice-of-claim statute applied to a housing authority. Schultz v. Ruiz, 161 N.W.2d 537, 281 Minn. 281 (1968). In Schultz, we concluded:

Broadly interpreted, the phrase “in the same manner” refers not only to the creation of rights and the extent of liability but also to the procedure for the assertion of those rights.
⅜ ⅝ ⅝ ⅝
We believe that a proper interpretation of the phrase “in the same manner” was intended to encompass both the procedural and the substantive law applicable to tort actions.

Id. at 540, 281 Minn, at 284, 161 N.W.2d 537.

We do not believe that the reference in Schultz to procedural law was intended to include all procedures affecting HRA liability. In particular, we do not believe the reference included subject matter jurisdiction, which is fundamentally different than procedural rules. Subject matter jurisdiction cannot be conferred by consent of the parties, it cannot be waived, and it can be raised at any time in the proceeding. Minn. R. Civ. P. 12.08(c); State ex. rel. Farrington v. Rigg, 107 N.W.2d 841, 842, 259 Minn. 483, 485-86 (1961) (noting that subject matter jurisdiction cannot be “conferred by consent[,]” and that challenge may be brought “directly or collaterally at any time”). Further, Schultz was premised in large part on the view that HRAs were “quasi-private” bodies. 161 N.W.2d at 541, 281 Minn, at 285. The applicable notice-of-claim statute, Minn.Stat. § 465.09 (1961), applied to a “city,” and we characterized the HRA as “a corporate entity distinct from the city.” Id., 281 Minn, at 286, 161 N.W.2d 537. Section 465.09 was then repealed by the notice-of-claim requirements in the Minnesota Tort Liability Act, which governed claims against “public authorities” and “public corporations” including HRAs. McCaleb v. Jackson, 239 N.W.2d 187, 188-89, 307 Minn. 15, 17-18 (1976); see also Act of May 22, 1963, ch. 798, §§ 1, 15, 16, 1963 Minn. Laws 1396,1396-98,1402 (codified at §§ 466.01, 466.05 (1965)) (applying notice-of-claim provision to a “public authority” or “public corporation”); Act of May 28, 1987, ch. 291, § 3, subd. 1, 1987 Minn. Laws 1500, 1505 (codified at Minn. Stat. § 469.003, subd. 1 (1987 supp.) stating an HRA is “a public body, corporate and politic”). For these reasons, we do not believe that Schultz controls the analysis of subject matter jurisdiction in this case.

Tischer argues that district court jurisdiction can be inferred from section 469.014 because the third sentence mentions the “district court.” She bolsters her argument by noting that HRAs generally may “sue and be sued.” Minn.Stat. § 469.012, subd. la(l) (2004). But sections of a statute must be read together in order to discern the legislature’s intent. Minn. Stat. § 645.16 (2004); Vlahos v. R & I Const. of Bloomington, Inc., 676 N.W.2d 672, 679 (Minn.2004). Our reading of section 469.014 as a whole suggests that the purpose of the section is to deal with HRA liability, not district court jurisdiction.

Our interpretation parallels that of the Massachusetts Supreme Judicial Court, which concluded that identical language did not create an exception to a general rule exempting public employers from suits over intentional torts. Lafayette Place Associates v. Boston Redev. Auth., 427 Mass. 509, 694 N.E.2d 820, 835-36 (1998) (characterizing plaintiffs interpretation of the statute as “not in accord with [the] over-all purpose of enacting a comprehensive and uniform regime of tort liability for public employers”).

Tischer points to other situations, such as the Minnesota Whistleblower and Human Rights Acts, where the legislature has provided that aggrieved public employees may bring a civil action in district court to recover damages or redress discrimination. But, the fact that these other statutes specifically authorize civil actions compels the conclusion that, had the legislature intended to permit HRA employees to bring employment claims in district court, the legislature would have specifically said so, as it did in the Whistleblower and Human Rights Acts.

Finally, Tischer argues that the legislative intent to confer jurisdiction on the district court can be inferred from the fact that the typical record of an employment action by an HRA is not suitable for appellate review. She points out that the record of her employment termination is too sparse for certiorari review, containing only a letter to her from the HRA’s attorney and a series of city resolutions that justify why the city consolidated its development efforts but do little to explain why Tischer’s position was eliminated while three other HRA employees were guaranteed future employment. She contends that remand to the district court is required so that a suitable record can be made.

We observe that the record in administrative cases is often sparse, but we have not considered that fact as defeating certiorari jurisdiction. To the contrary, we have held that the proper procedure for challenging the adequacy of the record to support an administrative decision is to seek a writ of certiorari. See Dokmo v. Indep. Sch. Dist. No. 11, Anoka-Hennepin, 459 N.W.2d 671 (Minn.1990). On cer-tiorari, the court is empowered to order the public body to expand the record or augment its findings or, if those remedies are not appropriate, to reverse the public body’s decision because it is not supported by substantial evidence in the record. See Earthburners, Inc. v. County of Carlton, 513 N.W.2d 460, 463 (Minn.1994) (ordering remand to county board to “reopen” zoning proceedings, to hear from all interested parties, “and ultimately to allow the board to articulate the reasons for whatever action it takes”); White Bear Rod & dun Club v. City of Hugo, 388 N.W.2d 739, 742-43 (Minn.1986) (remanding to city council “to prepare appropriate findings” on decision regarding special-use permit application); Foesch v. Indep. Sch. Dist. No. 616, 223 N.W.2d 371, 376, 300 Minn. 478, 486 (1974) (ordering remand to school board “to take testimony and make findings” on teacher’s hiring and whether replacement was qualified); Carter v. Olmsted County Hous. & Redev. Auth., 574 N.W.2d 725, 733 (Minn.App.1998) (reversing decision because evidence offered by the HRA, viewed in light of the record as a whole, does not rise to the level of the substantial evidence necessary to support a termination of [the tenants] section 8 certificate).

We hold that the court of appeals correctly concluded that Minn.Stat. § 469.014 does not confer subject matter jurisdiction on the district court to hear a wrongful termination claim of a HRA employee.

II.

Tischer suggests that her claim for wages and benefits is not a wrongful termination claim, but a breach of contract claim over which district courts routinely assume jurisdiction. We addressed Tischer’s argument in Willis, where a terminated county employee sued for wrongful discharge, breach of contract, disability discrimination, and defamation. We held that the claim should be viewed as one for wrongful employment termination, stating:

Regardless that the claim is cloaked in the mantle of breach of contract, when the alleged breach of the employment contract of a governmental employee results in termination of the claimant’s employment by an executive body which does not have statewide jurisdiction — for example, a county — -the claimant may contest the employer’s action by certio-rari alone, absent statutory authority for a different process.

Willis, 555 N.W.2d at 282.

In practical application, breach of contract is not a separate claim but is simply one theory of relief that may be included under the umbrella of a wrongful employment termination claim. Others may include the violation of the Human Rights Act and the Whistleblower Act. Although the legislature has specifically conferred jurisdiction on the district court for claims based on the Human Rights Act or the Whistleblower Act, it has not done so for claims of wrongful termination of employment that are based on the theory of breach of contract. Therefore, we reiterate the rule that when a public employee’s claim of breach of an employment contract is inevitably centered on the executive body’s decision to discharge her, it will be viewed as a wrongful employment termination claim for jurisdictional purposes and certiorari is the exclusive remedy for judicial review of that claim.

Affirmed.

Dissenting, ANDERSON, PAUL H., and PAGE, J.J.

DISSENT

ANDERSON, PAUL H., Justice

(dissenting).

I must respectfully dissent from the majority’s conclusion that appellant Sandy Tischer’s civil breach of contract action is controlled by Dokmo and Dietz. See Dokmo v. Indep. Sch. Dist. No. 11, 459 N.W.2d 671 (Minn.1990); and Dietz v. Dodge County, 487 N.W.2d 237 (Minn.1992). Further, to the extent that the majority holding is mandated by Willis, I conclude that Willis should be overruled. Willis v. County of Sherburne, 555 N.W.2d 277 (Minn.1996).

Upon reflection, I have concluded that the dissents of Justice Gardebring in Dietz and Chief Justice Keith in Willis articulate the better legal analysis of this issue. As Justice Gardebring said in her dissent in Dietz: “administrative decisions made by the executive branch of government are entitled to deference”; but the result — in Dietz — is not only harsh, it “exalts form over substance” and effectively denies persons in Tischer’s position any meaningful appellate review. Dietz, 487 N.W.2d at 241 (Gardebring, J., dissenting). Moreover, as Chief Justice Keith said in Willis, our holding in Dietz was not “intended to give governmental bodies the right to breach their employment contracts free from judicial intervention.” Willis, 555 N.W.2d at 283 (Keith, C.J., dissenting). In essence, the majority has by its decision made “second class citizens” out of public employees such as Tischer. Id.

At this point, a brief review of the facts is in order. The Cambridge HRA hired Tischer as its Executive Director in 2000. In 2001, the Cambridge City Council began discussing the restructuring of the Cambridge HRA and transferring its powers. On April 15, 2002, the City Council transferred all of the Cambridge HRA’s functions to the city’s Economic Development Authority (EDA) effective at 12:01 a.m. on April 16. Three employees of the Cambridge HRA were retained as EDA employees, but Tischer was not retained.

At an “emergency meeting” at 10:47 p.m. on April 15, the Cambridge HRA and Tischer entered into an employment agreement that was signed by Cambridge HRA Chairperson Robert Theis and Tischer. The agreement contained the following provisions:

Whereas, Sandy Tischer, Executive Director of the Cambridge HRA, shall be employed under contract for a period of 2 years, beginning 11:00 pm April 15, 2002 and ending 11:00 pm April 15, 2004. This contract is legally binding and shall require a buyout in the total amount of her present monthly rate of $3,000.00, not counting future raises should the present structure of The Cambridge HRA change prior to the expiration of the contract.
Whereas, the following shall also be due and payable:
1) Any payable accumulated sick leave
2) Any payable accumulated vacation pay
3) Pension balance
4) Any vacation, pension, or sick leave that would have accumulated under present conditions

On May 7, 2002, after gaining two additional members, the Cambridge HRA by a 4-3 vote amended its bylaws to eliminate Tischer’s Executive Director position and terminated Tischer effective May 21, 2002.

Six months later, in November 2002, Tischer commenced a civil action in Isanti County District Court. In Count I of this action, Tischer sought unpaid wages under Minn.Stat. § 181.13 (2004) and in Count II she sought damages for breach of her April 15, 2002 employment contract with the Cambridge HRA. Tischer did not seek reinstatement to her position as Executive Director. The Cambridge HRA moved to dismiss Tischer’s action for lack of subject matter jurisdiction on the ground that Tischer did not, within 60 days of her employment termination, appeal her termination by writ of certiorari to the Minnesota Court of Appeals. The district court denied the Cambridge HRA’s motion, but on appeal the court of appeals reversed. In its opinion, the court of appeals relied on Dokmo, Dietz, and Willis. Tischer v. Housing and Redevelopment Auth. of Cambridge, 675 N.W.2d 361 (MinnApp. 2004).

In Dokmo, we held that a challenge to the action of a school district in refusing to reinstate a teacher could only be by certio-rari, and not by declaratory judgment action in the district court. Dokmo, 459 N.W.2d at 677. We concluded that the district court lacked subject matter jurisdiction to review the school district’s action and that a petition for writ of certiorari was the exclusive means of review. Id. Our decision in Dokmo, an action for the reinstatement of an employee, was based in part upon the constitutional principles of separation of powers which prohibit the judiciary from exercising de novo review of administrative decisions. Id. at 674.

In Dietz, we held that a petition for writ of certiorari was the exclusive means by which a nursing home administrator terminated by Dodge County could secure judicial review of her wrongful termination claim against the county. Dietz, 487 N.W.2d at 240-41. We said that we have

long held that in the absence of an adequate method of review or legal remedy, judicial review of the quasi-judicial decisions of administrative bodies, if available, must be invoked by writ of certio-rari.

Id. at 239. As in Dokmo, we stated that separation of powers principles limit judicial review of quasi-judicial decisions of the executive branch of government. Dietz, 487 N.W.2d at 239.

I conclude that Dietz and Dokmo do not mandate the result reached by the majority. Tischer’s action is only for breach of contract. She is not seeking reinstatement to her position as Executive Director of the Cambridge HRA. Thus, she is not asserting that her employment was wrongfully terminated by the Cambridge HRA. Rather, she seeks ordinary breach of contract money damages in a civil action. She asserts that her rights and the county’s liability can and should be determined based upon the validity and terms of her contract rather than the propriety of the Cambridge HRA’s exercise of its discretion in terminating her.

By framing her action as one for breach of contract, Tischer finds support in the language we used in Dietz when we said Dietz’s request for reinstatement and damages for mental anguish

highlights the fact that her claim is not an ordinary action for failure to perform on a contract for goods or services. The cause of action alleged in Dietz’s complaint would require the rights and liabilities of the parties to be fixed not by the terms of the contract, but by the propriety of the county’s exercise of discretion in terminating her.

Id. at 240. As I interpret Dietz, an employee is entitled to pursue monetary damages from a government entity for breach of contract because this issue is separate from the employee’s termination. As Chief Justice Keith said in his dissent in Willis: “the factual reasons underlying [the employee’s] termination will not be in issue.” Willis, 555 N.W.2d at 284 (Keith, C.J., dissenting). Tischer’s action does not require the court to delve into the Cambridge HRA’s justifications for terminating Tischer’s employment and therefore falls outside the scope of our decision in Dietz. Our decision in Willis is more problematic and, to the extent that Willis prevents Tischer from pursuing her breach of contract action, I conclude that it should be overruled.

To engage in a proper review of Tischer’s breach of contract action, we would need to determine whether Tischer had a valid contract and whether it was breached by the Cambridge HRA. But we are not in a position to perform this task because all we have before us are some resolutions and meeting minutes. Justice Gardebring said in her dissent in Dietz, there are “serious problems” with the application of the principles for review by certiorari when applied to an employment contract case, and that.it “takes deference to an unreasonable extreme.” Dietz, 487 N.W.2d at 241. Again, as Justice Gar-debring said in Dietz:

There is no reason why our duty of deference to a co-equal branch of government precludes us from deciding [whether appellant had a contract and whether it was breached]. It is not our role to second-guess the county’s decision, so long as there is evidence in the record to support it. But at the same time, it is entirely inappropriate for us to approve of contracts being breached, whether by a government agency or anyone else.

Id. We must keep in mind that it is within the power, oftentimes within the discretion, of the government entity to make an adequate record. By our decision in Willis and here today, we have essentially established a system by which a government entity can shield itself from any meaningful review of its actions under an employment contract.

There are genuine issues of material fact regarding Tischer’s breach of contract action. She is entitled to a forum in which she can make a record which, upon appeal, would provide us with a meaningful basis to make a decision. Anything less would result in us blindly deferring to a government entity’s decision. Tischer is entitled to have her breach of contract action heard on its merits; therefore,. I would reverse the court of appeals and uphold the district court’s decision denying the city’s motion to dismiss for lack of jurisdiction.

PAGE, Justice

(dissenting).

I join in the dissent of Justice Paul H. Anderson.

      . Tischer's action was commenced on November 8, 2002, approximately 4 months after the 60-day period had expired for seeking review by certiorari. Minn.Stat. § 606.01 (2004).

      . This general rule is stated as being applied to executive bodies that do not have statewide jurisdiction because executive bodies with statewide jurisdiction are subject to the Administrative Procedure Act, which specifies the procedure for obtaining judicial review of their decisions. Minn.Stat. §§ 14.02, subd. 2; 14.44-45; 14.63-.69 (2004).

      . To timely pursue certiorari review, the discharged employee must obtain a writ of cer-tiorari within 60 days of receiving notice of the adverse decision. Minn.Stat. § 606.01 (2004); Dietz, 487 N.W.2d at 239. Certiorari review is limited to questions of jurisdiction, regularity of proceedings, and whether the decision was arbitrary, oppressive, unreasonable, fraudulent, under an erroneous theory of law, or without any supporting evidence. Dietz v. Dodge County, 487 N.W.2d at 239; Ging v. Bd. of Educ. of City of Duluth, 7 N.W.2d 544, 556, 213 Minn. 550, 570-71 (1942), overruled in part on other grounds, Foesch v. Indep. Sch. Dist. No. 646, 223 N.W.2d 371, 300 Minn. 478 (1974).

      . Even if the plain meaning of section 469.014 could not be readily ascertained, the legislative history supports the conclusion that the legislature did not intend to confer jurisdiction on the district court. Our analysis reveals that when the legislature adopted section 469.014 in 1947, it repealed a predecessor statute that specifically provided for district court review. Act of Apr. 23, 1947, ch. 487, § 61, 1947 Minn. Laws 766, 813.

      . Historically, review by writ of certiorari is limited to looking at the legal import of the facts in the record and determining whether there was a reasonable basis for the lower tribunal's decision. Stefan A. Riesenfeld, John A. Bauman, and Richard C. Maxwell, Judicial Control of Administrative Action by Means of the Extraordinary Remedies in Minnesota, 33 Minn. L.Rev. 685, 707-10 (1949). See Dietz, 487 N.W.2d at 241 (Gar-debring, J., dissenting).


author: HUDSON, Judge.

text:
    BRAINERD DAILY DISPATCH, a division of Morris Communications Company, LLC, Appellant, v. Jim DEHEN, et al., Respondents.
    No. A04-909.
    Court of Appeals of Minnesota.
    March 22, 2005.

      Mark R. Anfinson, Lake Calhoun Professional Building, Minneapolis, MN, for appellant.
    George C. Hoff, Justin L. Templin, Kimberly B. Kozar, Hoff, Barry & Kuderer, P.A., Eden Prairie, MN, for respondents.
    Susan L. Naughton, League of Minnesota Cities, St. Paul, MN, for amicus curiae League of Minnesota Cities.
    Considered and decided by HUDSON, Presiding Judge; MINGE, Judge; and CRIPPEN, Judge.

       Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to Minn. Const, art. VI, § 10.

   OPINION

HUDSON, Judge.

In 2003, the Brainerd City Council met in closed session pursuant to the attorney-client-privilege exception to the open-meeting law, Minn.Stat. § 13D.05, subd. 3(b) (2002), for a confidential consultation with legal counsel appointed by its insurer concerning a threatened legal action. The Brainerd Daily Dispatch sued for violation of the open-meeting law, and the district court granted summary judgment in favor of the city. Because the district court correctly held that the attorney-client-privilege exception applies, we affirm.

FACTS

The City of Brainerd holds an annual Fourth of July celebration that includes a parade. Brainerd Community Action (BCA), a private community-development organization that receives substantial sums from the city through a tax levy, administers the parade. In 2003, the BCA received a permit to organize the parade. The Brainerd Area Coalition for Peace (peace coalition) applied for permission to march in the parade, but BCA denied the request based on safety concerns.

On July 1, 2003, the city attorney contacted the city’s insurer, the League of Minnesota Cities Insurance Trust, for advice as to whether the city would be covered if the peace coalition sued. The peace coalition then sent a July 2, 2008 letter to the city and BCA, claiming that the denial of permission to march in the parade violated its rights and informing them that if the decision was not reversed, the peace coalition would seriously consider legal action against them. According to a news report in the Brainerd Daily Dispatch on July 7, 2008, the peace coalition was considering legal action against the city and BCA and had been contacted by the Minnesota Civil Liberties Union (MCLU) concerning the case. BCA did not reverse its decision, and the peace coalition did not march in the parade.

According to a July 9, 2003 report in the Dispatch, the peace coalition accepted an offer from the MCLU to research the issue of whether a First Amendment violation occurred, although at that time the peace coalition had not decided whether to pursue legal action. In a letter dated July 10, 2003, the MCLU made a data-practices request to the city for documents relating to city ordinances, past parade permits, and other data. According to another report in the Dispatch on July 23, an MCLU panel recommended that the MCLU represent the peace coalition in a possible legal action against the city and BCA.

The city’s insurer retained an attorney as special counsel to represent the city in the dispute. He appeared at an open session of the Brainerd City Council on July 25, 2003. He first explained that he ree-ommended that the council meet with him in closed session so that he could consult with its members in a private, confidential setting. He discussed Prior Lake American v. Mader, 642 N.W.2d 729 (Minn.2002), in which an open-meeting violation was found. He distinguished the case, explaining that he was not going to discuss a matter pending before the city council in the closed session, but instead would discuss the development of a defense strategy or reconciliation to address a threatened lawsuit that appeared imminent. He explained that addressing these issues in open session would have a significant negative impact on the city’s ability to protect its rights. He assured the council and members of the public that the discussion would be limited to litigation strategy and that no other public business would be addressed.

The city council announced that it was going into closed session to discuss the matter with its attorney. A representative of the Dispatch objected, but the closed session was nonetheless held. The Dispatch sued the individual council members who attended the closed session, Jim De-hen, Anne Nelson Fisher, Mary Koep, Lucy Nesheim, and Gary Scheeler, and the city, claiming that the closed session violated the open-meeting law. The district court granted summary judgment in favor of the council members and the city, and this appeal followed.

ISSUE

Did the district court err in determining that the city properly invoked the attorney-client-privilege exception to the open-meeting law, Minn.Stat. § 13D.05, subd. 3 (2002)?

ANALYSIS

In reviewing an appeal from summary judgment where no facts are in dispute, the appellate court will review the decision to determine whether the district court erred as a matter of law. Prior Lake American v. Mader, 642 N.W.2d 729, 735 (Minn.2002).

Under the open-meeting law, meetings “of the governing body of a ... statutory or home rule charter city” must be open to the public. Minn.Stat. § 13D.01, subd. 1(b)(4) (2002). The Minnesota Supreme Court recognized that the invocation of the attorney-client privilege may, in the proper circumstances, constitute an exception to the open-meeting law. Minneapolis Star & Tribune Co. v. Hous. & Redev. Auth., 310 Minn. 313, 323, 251 N.W.2d 620, 625 (1976) (HRA). In addition, almost 14 years after HRA, the legislature enacted a statutory provision recognizing the attorney-client privilege as an exception to the open-meeting law. Minn.Stat. § 13D.05, subd. 3(b) (2002); Prior Lake, 642 N.W.2d at 737. The supreme court then held that the interpretation of the statutory exception should be consistent with the law as set out in HRA. Prior Lake, 642 N.W.2d at 737.

In analyzing the issue, the supreme court in Prior Lake first rejected the argument that there should be a per se exception to the open-meeting law when there is threatened or pending litigation. Id. at 738. The court explained that there is no bright-line rule in the area but instead the exception must be addressed on “a case-by-case determination.” Id. Second, a balancing test must be employed to analyze whether the exception applies. Id. Third, the exception will be invoked “cautiously and seldom in situations other than in relation to threatened or pending litigation.” Id. (quoting HRA, 310 Minn, at 324, 251 N.W.2d at 626). Finally, the fact of threatened litigation in itself does not show the need for absolute confidentiality; instead, the “overriding message” in HRA was that “[t]he need for absolute confidentiality is the justification for closing an otherwise open meeting.” Id.

Applying Prior Lake, the district court here weighed the purposes of the attorney-client privilege against the purposes of the open-meeting law and determined that the need to have absolutely confidential discussions with specially appointed counsel to discuss strategies to defend against potential legal claims prevailed. We agree.

A. Applicability of Prior Lake

The Dispatch argues that for the attorney-client exception to be workable and to avoid the exception from swallowing the rule, courts should not employ a balancing test to resolve whether a meeting should be closed. Rather, the Dispatch argues for what it calls a “categorical” approach, which in our view, is effectively a bright-line rule. Under such an approach, the attorney-client privilege would only extend — with rare exception — to cases that involve active litigation. The Dispatch also contends that use of a case-by-case analysis would produce chaos and provide little guidance to the practicing bar or trial courts. Further, the Dispatch argues that public officials would escape any effective review of their use of the exception because case-by-case litigation is usually financially prohibitive. Although these concerns are not without merit, we are bound to follow Minnesota Supreme Court precedent. Jendro v. Honeywell, Inc., 392 N.W.2d 688, 691 n. 1 (Minn.App.1986), review denied (Minn. Nov. 19, 1986). Accordingly, like the district court, we apply the Prior Lake balancing test, which requires us to “balance the purposes served by the attorney-client privilege against those served by the Open Meeting Law. The exception applies when this balancing dictates the need for absolute confidentiality.” Prior Lake, 642 N.W.2d at 731.

B. Attorney-client privilege

We now turn to the application of the attorney-client privilege. The privilege exists “to encourage the client to confide openly and fully in his attorney without fear that the communications will be divulged and to enable the attorney to act more effectively on behalf of his client.” Prior Lake, 642 N.W.2d at 738-39 (quotations omitted). But “the privilege is narrower in the context of the Open Meeting law.” Id. at 739. Thus, “[t]he attorney-client exception ... would almost never extend to the mere request for general legal advice or opinion by a public body in its capacity as a public agency.” HRA, 310 Minn, at 323-24, 251 N.W.2d at 626. Instead, it “is to be employed or invoked cautiously and seldom in situations other than in relation to threatened or pending litigation.” Id. at 324, 251 N.W.2d at 626 (emphasis added).

Nevertheless, the Dispatch argues that the exception should be confined to instances in which litigation has actually commenced and not to situations such as this where litigation is merely threatened. Otherwise, it argues, the privilege will have virtually no boundaries because cities are routinely threatened with legal action, some meritorious, some not. In turn, it contends, the myriad threats of litigation will enable numerous meetings to be closed, thus undermining the court’s admonition that the attorney-client privilege be strictly construed. Prior Lake, 642 N.W.2d at 736. There is merit to this argument, but we are bound by the clear and explicit language of the supreme court, which allows consideration of the exception in cases of threatened as well as actual litigation. Id. It is for the legislature or the supreme court to apply the limits the Dispatch urges.

The Dispatch also argues that the evidence does not show that litigation was in fact likely. But the Dispatch’s contention is belied by the undisputed evidence to the contrary. First, after the decision to deny the peace coalition the opportunity to participate in the parade, the peace coalition sent a letter on July 2, 2003, to the city and BCA stating that it was “seriously considering legal action” against both if the decision was not reversed. The decision was not reversed. As reported by the Dispatch on July 7, 2003, the peace coalition stated it was “considering legal action” against the city and BCA, pending a response from the city and consultation with legal counsel. Further, it was reported that the MCLU had expressed interest in the case to the peace coalition’s legal counsel. Next, as reported on July 9, 2003, by the Dispatch, the peace coalition accepted the offer from the MCLU to assist with the case but had not decided whether to pursue legal action. In a letter dated July 10, 2003, the MCLU made a data-practices request to the city for documents relating to the city’s ordinances, past parade permits, and other data. As reported in the Dispatch on July 23, 2003, an MCLU panel recommended that the MCLU represent the peace coalition in possible legal action against the city and BCA. On this record, we conclude that these were not vague, idle statements thrown in the wind. To the contrary, it is clear from both the statements and conduct of the peace coalition that litigation was seriously threatened and indeed appeared imminent.

In considering the applicability of the exception for the attorney-client privilege, another factor is whether the “private meeting would contribute to litigation strategy.” Id. at 740. The Dispatch argues that this factor does little to contain the boundaries of the attorney-client exception because the term “litigation strategy” is so generic that a city will almost always be able to claim that it was meeting to discuss litigation strategy whenever a public body is threatened with litigation. But the supreme court held that the attorney-client exception applies “when a public body seeks legal advice concerning litigation strategy.” Id. In the adversarial system, “certain phases of litigation strategy may be impaired if every discussion is available for the benefit of opposing parties who may have as a purpose a private gain in contravention to the public need as construed by the agency.” Id. (quoting HRA, 310 Minn, at 323, 251 N.W.2d at 625). Significantly, attorneys’ professional obligation to protect the confidentiality of their client’s communications and the advice given was the basis for the supreme court’s recognition of the attorney-client exception to the open-meeting law. HRA, 310 Minn, at 319, 251 N.W.2d at 623. And in HRA, an affidavit by an attorney showed that the closed meetings were necessary to protect the “trial strategy and settlement proposals.” Id. at 316-17, 251 N.W.2d at 622. In contrast, in Prior Lake, there was no such affidavit with this type of information. Prior Lake, 642 N.W.2d at 740.

Here, special counsel addressed the city council concerning the need for absolute confidentiality and also submitted an affidavit outlining his concerns. He explained that a closed session was necessary for the following reasons: (1) he needed a candid and open discussion regarding matters that could affect litigation, including defense strategy and possible areas of reconciliation; (2) the scope of representation was limited to claims by the peace coalition regarding denial of permission to march in the parade and no other business would be addressed; (3) nothing was pending before the city council on the decision as to the parade; (4) the open session would be detrimental because it would take place in the presence of potential litigants; and (5) a closed session would benefit the public because any financial liability incurred would be taxpayer-funded. We have no reason to doubt these assertions, and nothing in the record suggests that anything other than litigation strategy and settlement options was discussed.

In addressing the attorney-client-privilege exception, courts have also considered whether the attorney advising a closed meeting was an attorney provided by the city’s insurer. In HRA, the supreme court found it significant that:

The record discloses that tort cases against the HRA are handled by lawyers retained by insurance companies. Certainly, in this respect, if the board were required to meet with the insurance company’s lawyer on a specific case, that consultation should not be subject to public scrutiny as an “open meeting” contemplated by the statute.

310 Minn, at 323, 251 N.W.2d at 625-26.

The Dispatch contends that this factor is not especially relevant because the critical question is not who retains the attorney, but what circumstances prompt the closing of the meeting. This argument is not without merit. But we must also acknowledge that in most cases, the presence of counsel retained by the city’s insurer suggests that the circumstances prompting counsel’s presence involve more than a routine request for general legal advice.

In conclusion, based on the undisputed facts presented in this case, we conclude that the purposes of the attorney-client privilege were legitimately served here.

We now turn to the other side of the balancing test and examine the purposes of the open-meeting law. The primary question concerns “the public’s right to be informed of all actions and deliberations made in connection with activities geared to ultimately affect the public interest.” Prior Lake, 642 N.W.2d at 739 (quoting HRA, 310 Minn, at 318, 251 N.W.2d at 623).

The open-meeting law is designed to avoid secret meetings, to allow the public to be informed about public officials’ decision-making, and to allow members of the public to present their views to their public officials. St. Cloud Newspapers, Inc. v. Dist. 712 Cmty. Sch., 332 N.W.2d 1, 4 (Minn.1983). We note that the legislature has largely eliminated concerns about secret meetings by specifically requiring notice for all closed meetings, which would include those closed pursuant to the attorney-client privilege. Minn.Stat. § 13D.04, subd. 5 (2002). Even when the meeting is closed under the attorney-client-privilege exception, the city council must inform the public of the subject of the closed meeting and the grounds for closure. Minn.Stat. § 13D.01, subd. 3 (2002). Further, the statement as to the grounds for the closure must be made with particularity. Free Press v. County of Blue Earth, 677 N.W.2d 471, 477 (Minn.App.2004).

When meetings are properly closed under the attorney-client-privilege exception, the public is denied access only to the legal advice that the attorney gives the city council regarding litigation strategy and there is to be no discussion or decisions about other city business. Further, the supreme court has recognized that there are times when the public does not have a right to know the legal advice given a governmental body: “A basic understanding of the adversary system indicates that certain phases of litigation strategy may be impaired if every discussion is available for the benefit of opposing parties who may have as a purpose a private gain in contravention to the public need as construed by the agency.” HRA 310 Minn, at 323, 251 N.W.2d at 625. Nevertheless, the supreme court has cautioned against abuse of the attorney-client privilege:

Public board members, sworn to uphold the law, may not arbitrarily or unnecessarily inflate confidentiality for the purpose of deflating the spread of the public meeting law. Neither the attorney’s presence nor the happenstance of some kind of lawsuit may serve as the pretext for secret consultations whose revelation will not injure the public interest.

Id. at 321, 251 N.W.2d at 624 (quotation omitted).

In addressing this factor, courts have questioned whether the legal advice was part of the decision-making process that should have been open to the public. Prior Lake, 642 N.W.2d at 739-40. In HRA, the closed session was sought for the express purpose of discussing litigation strategy in a lawsuit challenging the adequacy of an environmental-impact statement. 310 Minn, at 315, 251 N.W.2d at 621. In Prior Lake, the city council sought a closed session to obtain legal advice on whether to require an environmental-assessment worksheet in conjunction with an application for a conditional-use permit currently pending before the council. 642 N.W.2d at 739. Significantly, in Prior Lake, the supreme court held that the city council did not need information concerning possible litigation to decide the specific issue before them, namely whether to require an environmental-assessment worksheet. Id. at 739. Further, given the contentious nature of development decisions, the court was “concerned about the ramifications of holding that open meetings may be closed to allow council members to meet with an attorney about how to view a threat of litigation relating to a public matter that has yet to be decided.” Id. at 739-40.

Here, the city sought legal advice regarding threatened litigation as a result of BCA’s denial of the parade permit. The Dispatch contends that whether a decision had been made or not should not be a determinative factor because a city council can always change its mind. Thus, the Dispatch argues that it is irrelevant that BCA had already denied the peace coalition permission to march in the parade when the council voted to close the meeting. But unlike in Prior Lake, no decision was pending before the city in which public involvement could change the result, and no other meetings were held to discuss the issuance of a permit. This court must decide the case on the facts before the court, not on facts that may some day be present in other cases. Thus, the concern that a closed meeting will prevent citizens from having input as to public matters is not present here.

We also note that safeguards are in place to ensure that the privilege is not abused. First, we take very seriously the fact that city attorneys have an ethical duty to assure that the exception is properly applied. Minn. R. Prof. Conduct 1.13(b) (providing that a lawyer for an organization may take reasonable measures to address an officer’s unlawful conduct); id. cmt. (providing a government lawyer has greater authority than a private lawyer to question a client’s conduct because public business is involved). Second, the penalties for violating the open-meeting law, including civil penalties and the possibility of ouster from public office upon three violations, serve as strong incentives to prevent abuse of the exception. Minn.Stat. § 13D.06, subds. 1, 3 (2002). Third, attorney fees of up to $13,000 may be awarded for violations. Id., subd. 4(a). And finally, voters have the authority to vote elected officials out of office if they abuse the exception.

We now turn to the ultimate question of whether the balancing of the purposes of the attorney-client privilege against those served by the open-meeting law dictates the need for absolute confidentiality. See Prior Lake, 642 N.W.2d at 731. Here, in a thorough and well-reasoned order, the district court found that the city’s need for absolute confidentiality outweighed the purposes served by the open-meeting law. Specifically, the district court determined:

In applying the preceding balancing test, the Court finds that the scales tip in [respondents’] favor in this case. Absolute confidentiality was necessary so that the City and the council could determine the available legal options to avoid litigation for a decision that had already been made. No action that the Council took could change that decision, but there clearly were actions that could be taken to minimize liability of the City and to avoid litigation. The purpose of the closed meeting was not to make a decision behind closed-doors as was the case in Prior Lake American, but instead the purpose of the meeting was to determine and deal with the consequences of a publicly made decision that had led to imminent legal action.
The need to have confidential discussions with specially appointed counsel and to discuss strategies to defend against potential claims and avoid financial damages outweighs the purposes of the Minnesota Open Meeting Law in this case. The Court further concludes that the [respondents] invoked the attorney-client privilege in good faith and not to thwart the purpose of the Minnesota Open Meeting Law.

The district court properly considered and balanced the competing factors, and we conclude that the attorney-client exception to the open-meeting law was properly invoked based on the need for absolute confidentiality.

DECISION

The decision by the district court granting summary judgment on the Dispatch’s claim of an open-meeting law violation is affirmed.

Affirmed.

      . According to the complaint, council member Bob Olson declined to attend the closed meeting due to concerns it was not permitted by the open-meeting law. Council member Kelly Bevans and Mayor James Wallin also were not present.

      . The Dispatch acknowledges that Prior Lake refers to a case-by-case approach and calls for a balancing of the competing policies; but contends that the court, in fact, adopted the "categorical” bright-line approach that the Dispatch advocates here. Based on the plain language in Prior Lake, we find no merit in this position.