Branch, Judge. This opinion concerns four appeals from three related declaratory judgment actions arising out of the efforts of Paulding County and the Paulding County Airport Authority (“PCAA”) to apply for a commercial “Airport Operating Certificate” from the Federal Aviation Administration (“FAA”). In April 2014, six Paulding County taxpayers filed a declaratory judgment action asserting that while planning and preparing to submit the FAA application, the PCAA repeatedly violated the Georgia Open Meetings Act; in case No. A17A0877, the taxpayers appeal the trial court’s decision to dismiss that suit as untimely and also appeal the denial of their own motion for summary judgment. In January 2016, the same taxpayers filed a second declaratory judgment action asserting that the person who submitted the application to the FAA was not authorized to do so by Paulding County and that, therefore, the application was ultra vires and void; in case No. A17A0849, the taxpayers appeal the trial court’s dismissal of that action for failure to state a claim. Meanwhile in November 2015, Paulding County itself filed a declaratory judgment action against the PCAA seeking a declaration that the PCAA could not move forward with the application without the county’s consent; in case No. A17A1273, the county appeals the trial court’s dismissal of that action. And, in case No. A17A1274, a third party that had intervened in the county’s action appeals the dismissal of its counterclaims against the county.All four appeals arise from a dismissal by the trial court for failure to state a claim.[1] A complaint should be dismissed for failure to state a claim only if: (1) the allegations of the complaint disclose with certainty that the claimant would not be entitled to relief under any state of provable facts asserted in support thereof; and (2) the movant establishes that the claimant could not possibly introduce evidence within the framework of the complaint sufficient to warrant a grant of the relief sought.
Stendahl v. Cobb County, 284 Ga. 525 (1) (668 SE2d 723) (2008) (citation omitted). In answering this question, “an appellate court must construe the pleadings in the light most favorable to the appellant with all doubts resolved in the appellant’s favor.” Thomas v. Lee, 286 Ga. 860, 861 (691 SE2d 845) (2010). Appellate review of the trial court’s decision is de novo. Northway v. Allen, 291 Ga. 227, 229 (728 SE2d 624) (2012).The facts recited herein are taken from the pleadings[2] in all three declaratory judgment actions. When analyzing the propriety of the dismissal in each action, however, we will only consider the facts as alleged in the relevant action. At some point prior to 2012, a general aviation airport[3] was built on two tracts of land, one owned by Paulding County and the other owned by the PCAA. At that time, the county operated the airport through its “Airport Department.” With regard to that airport, the county, but not the PCAA, participated in a federal program known as the Airport Improvement Program (“AIP”) that provides grants to public agencies for the planning and development of airports. As a part of that program, Paulding County was required to comply with certain conditions and obligations known as “grant assurances”[4] with respect to the airport. Thus, Paulding County was the airport’s sole “sponsor” for the purpose of the grant assurances.[5] Between November 21, 2012, and September 13, 2013, the PCAA[6] held a series of meetings regarding the airport that did not comply with the Georgia Open Meetings Act. In November 2012, at one of these meetings, the PCAA approved and, along with the Paulding County Industrial Building Authority (the “IBA”), later entered into a “Commercial Lease and Airport Use Agreement” with Silver Comet Terminal Partners, LLC, a private entity. Among other things, the lease provided that Silver Comet, in anticipation of commercial passenger service, could “require the PCAA to apply for [an] Airport Operating Certification . . . with the [FAA] . . . at [the PCAA's] sole cost and expense.” On or about September 24, 2013, Blake Swafford signed and submitted to the FAA a joint “Application for Certificate,” also known as a Part 139 application, purportedly on behalf of both the county and the PCAA, seeking a Class I airport operating certificate that would allow the airport to handle, among other things, “scheduled operations of large air carrier aircraft.” See 14 CFR § 139.5. As alleged by the taxpayers, if granted, the operating certificate would “obligate the County in numerous respects to the funding and operation of a commercial airport; . . . require certain types of work to be done to County property; and . . . require the determination of the priority of capital improvements, which would be funded in whole or in part by the County.”Although Swafford later became the “Airport Director” of the PCAA, he was not an officer or employee of the PCAA at the time that he signed the application; rather, he was employed by the county as the Director of the Airport Department. In the one-page Part 139 application, Swafford averred that the airport was owned by both the county and the PCAA, and he signed the application, listing his title as “Director,” without indicating the entity for which he worked or for which he was signing. But Paulding County never formally authorized the PCAA or Swafford to act on the county’s behalf to pursue or file the Part 139 application. As the PCAA admits, only the Paulding County Board of Commissioners (“BOC”) could authorize submission of the Part 139 application on behalf of Paulding County, yet the BOC never discussed or approved submission of a Part 139 application at a public meeting or voted to authorize the PCAA or any representative thereof to submit the Part 139 application on the BOC’s behalf. In October 2013, the PCAA issued revenue bonds to expand taxiways at the airport, and the county contracted with the PCAA to make payments to the PCAA sufficient to allow the PCAA to make payments on the bonds. Silver Comet also agreed to make a $500,000 payment to an escrow account to be used in support of the payments on the bonds. In October 2014, Paulding County and the PCAA entered into a ten-year “Intergovernmental Contract” (the “IGA”) related to the operation of the airport. Under the IGA, the PCAA agreed to operate and maintain the airport for a period of ten years and to report annually to the county as to expenditures. In exchange, the county agreed, among other things, to eliminate the staffing of its own Airport Department; to make certain payments to the PCAA over the ten-year term of the IGA (from the county’s general fund or from the proceeds of a property tax levied for this purpose); and to transfer approximately 168 acres of property to the PCAA.[7] The IGA, however, does not indicate that it is dependent on the grant of an airport operating certificate by the FAA; in fact the agreement states that “[n]o approval or other action by any governmental authority or agency or other person is required in connection with the execution, delivery and performance of this Contract by the [PCAA or the county], except as shall have been obtained as of the date hereof.” The agreement references “a Part 139 Certification” on only one occasion: the IGA provides that the county was required to fund police and fire protection at the airport, “including, but not limited to services required or in conjunction with a Part 139 Certification.” Finally, the IGA provides that the county would remain as the sponsor under the AIP grant program for the term of the IGA:[T]he County shall remain as the Sponsor for current and future Airport Improvement Program (AIP) grants administered by the [FAA] and further agrees to take no action that is inconsistant with receiving or negatively affects such grants or any other federal or state grants to which the County or the Authority are eligible to receive in conjunction with the Airport.
