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1. Constitutional Law--standing to challenge business incentives--increased tax burden
Plaintiffs' status as taxpayers who suffered an increased tax burden from incentives given for locating a computer manufacturing facility in North Carolina was sufficient to provide standing for claims under the Public Purpose and Exclusive Emoluments Clauses of the North Carolina Constitution.
2. Constitutional Law--standing to challenge business incentives--no showing of
membership in prejudiced class
Plaintiffs lacked standing to bring claims under the Uniformity of Taxation clause of the North Carolina Constitution and the Dormant Commerce clause of the United States Constitution challenging incentives given for locating a computer manufacturing facility in North Carolina. Plaintiffs have not demonstrated that they belong to a class prejudiced by the operation of the legislation.
3. Constitutional Law--business incentives--Public Purpose Clauses--failure to state a
The trial court did not err by concluding that plaintiffs failed to state a claim for relief under the Public Purpose Clauses of the North Carolina Constitution in an action opposing incentives given to a computer company for locating a manufacturing facility in North Carolina. Plaintiffs' complaint focused exclusively on the purported benefits provided to the company and contained no allegations that the legislative bodies were not acting with a motivation to increase the tax base or alleviate unemployment and fiscal distress.
4. Constitutional Law--business incentives--Exclusive Emoluments
The trial court did not err by concluding that plaintiffs failed to state a claim for relief under the Exclusive Emoluments Clause of the North Carolina Constitution in an action challenging incentives given to a computer company to locate a manufacturing facility in North Carolina. The incentives and subsidies in this case are intended to promote the general economic welfare of the communities involved rather than to solely benefit the company, and do not amount to exclusive emoluments.
North Carolina Institute for Constitutional Law, by Robert F.
Orr, Pamela B. Cashwell, and Jeanette Doran Brooks, for
Attorney General Roy Cooper, by Special Deputy Attorney General Norma S. Harrell and Assistant Solicitor General John F. Maddrey, for State defendants-appellees.
Kilpatrick Stockton LLP, by J. Robert Elster, Adam H. Charnes, and Stephen T. Inman; Winston-Salem City Attorney Ronald G. Seeber; and Forsyth County Attorney Davida W. Martin; for defendants-appellees City of Winston-Salem, Allen Joines, Forsyth County, Gloria D. Whisenhunt, The Millenium Fund, Winston-Salem Business, Inc., and The Winston-Salem Alliance.
Womble Carlyle Sandridge & Rice, PLLC, by Burley B. Mitchell, Jr., Pressly M. Millen, Sean E. Andrussier, and Melody Ray- Welborn; and Jones Day, by Michael A. Carvin; for defendant- appellee Dell, Inc.
"Today, every state provides tax and other economic incentives as an inducement to local industrial location and expansion." Walter Hellerstein & Dan T. Coenen, Commerce Clause Restraints on State Business Development Incentives, 81 Cornell L. Rev. 789, 790 (1996). In a reprise of Maready v. City of Winston-Salem, 342 N.C. 708, 467 S.E.2d 615 (1996), plaintiffs challenge incentives _ provided by the General Assembly and defendants City of Winston- Salem and Forsyth County _ that benefitted defendant Dell, Inc. when it constructed a computer manufacturing facility in Forsyth County. Whether these incentives are lawful under the North Carolina Constitution was settled by Maready and this Court's subsequent decision in Peacock v. Shinn, 139 N.C. App. 487, 533 S.E.2d 842, appeal dismissed and disc. review denied, 353 N.C. 267, 546 S.E.2d 110 (2000). We are not free to revisit the reasoning or holdings of those opinions. To the extent plaintiffs question the wisdom of the incentives and whether they will in fact provide the public benefit promised, they have sought relief in the wrong forum. Once the Supreme Court held in Maready that economic incentives to recruit business to North Carolina involve a proper public purpose, it became the role of the General Assembly and the Executive Branch _ and not the courts _ to determine whether such incentives are sound public policy. We are bound by Maready and Peacock and, therefore, affirm the trial court's decision dismissing plaintiffs' complaint.
 The trial court concluded that plaintiffs lacked standing to bring each of the above claims. As the party invoking jurisdiction, plaintiffs have the burden of proving the elements of standing. Coker v. DaimlerChrysler Corp., 172 N.C. App. 386, 391, 617 S.E.2d 306, 310 (2005), aff'd per curiam, 360 N.C. 398, 627 S.E.2d 461 (2006). "If a party does not have standing to bring a claim, a court has no subject matter jurisdiction to hear the claim." Estate of Apple v. Commercial Courier Express, Inc., 168 N.C. App. 175, 177, 607 S.E.2d 14, 16, disc. review denied, 359 N.C. 632, 613 S.E.2d 688 (2005). Consequently, standing is properly challenged by a Rule 12(b)(1) motion to dismiss. Peninsula Prop. Owners Ass'n v. Crescent Res., LLC, 171 N.C. App. 89, 93, 614 S.E.2d 351, 354, appeal dismissed and disc. review denied, 360 N.C. 177, 626 S.E.2d 648 (2005). We review de novo a trial court's decision to dismiss a case under N.C.R. Civ. P.12(b)(1) for lack of standing. Fuller v. Easley, 145 N.C. App. 391, 395, 553 S.E.2d 43, 46 (2001).
Plaintiffs contend that their status as taxpayers, suffering an increased tax burden as a result of the Dell incentives, is sufficient to provide plaintiffs with standing. Defendants concede that, under our Supreme Court's recent decision in Goldston v. State, 361 N.C. 26, 637 S.E.2d 876 (2006), plaintiffs have standing to bring their claims under the Public Purpose and Exclusive Emoluments Clauses of the North Carolina Constitution. We agree and hold that the trial court erred in dismissing those claims for lack of standing.
 Defendants maintain that plaintiffs nonetheless lack standing to bring their discrimination-based claims under the Uniformity of Taxation Clauses of the North Carolina Constitution and the Dormant Commerce Clause of the United States Constitution. As a general rule, "[a] taxpayer, as such, does not have standing to attack the constitutionality of any and all legislation." Nicholson v. State Educ. Assistance Auth., 275 N.C. 439, 447, 168 S.E.2d 401, 406 (1969). In the context of constitutional issues, "'[t]he gist of the question of standing is whether the party seeking relief has alleged such a personal stake in the outcome of the controversy as to assure that concrete adverseness which sharpens the presentation of issues upon which the court so largely depends for illumination of difficult constitutional questions.'" Goldston, 361 N.C. at 30, 637 S.E.2d at 879 (alterations in original) (internal quotation marks omitted) (quoting Stanley v.Dep't of Conservation & Dev., 284 N.C. 15, 28, 199 S.E.2d 641, 650 (1973)).
Plaintiffs' claims that the Computer Legislation violates the Uniformity of Taxation Clauses and the Federal Dormant Commerce Clause do not relate to any injury plaintiffs themselves have sustained. Rather, plaintiffs' claims under these provisions pertain only to a theoretical injury that might be suffered by other businesses that may attempt to compete with Dell. In other words, plaintiffs lack any "'personal stake in the outcome of the controversy'" with respect to their challenges under these provisions. Id. (quoting Stanley, 284 N.C. at 28, 199 S.E.2d at 650).
This Court has previously concluded that in order to establish standing to challenge a statute under the Uniformity of Taxation Clauses, plaintiffs must demonstrate that they "'belong to the class which is prejudiced by the statute.'" In re Appeal of Barbour, 112 N.C. App. 368, 373, 436 S.E.2d 169, 173 (1993) (quoting In re Appeal of Martin, 286 N.C. 66, 75, 209 S.E.2d 766, 773 (1974)). Similarly, it is well-established under federal law that claims under the Dormant Commerce Clause require plaintiffs to demonstrate that they are prejudiced by the operation of the challenged statute in order to establish standing. See, e.g., Gen. Motors Corp. v. Tracy, 519 U.S. 278, 286, 136 L. Ed. 2d 761, 772, 117 S. Ct. 811, 818 (1997) (holding that, to establish standing to challenge state tax law under Dormant Commerce Clause, plaintiffs must demonstrate "cognizable injury"). Plaintiffs have not demonstrated that they belong to a class that is prejudiced by the operation of the Computer Legislation. Accordingly, we hold the trial court properly concluded that plaintiffs lack standing to bring their claims under both the Uniformity of Taxation Clauses and the Dormant Commerce Clause.
II. Motions to Dismiss
We next address whether the trial court erred in dismissing, pursuant to Rule 12(b)(6), plaintiffs' claims pursuant to the Public Purpose and Exclusive Emoluments Clauses of the North Carolina Constitution. When a party files a motion to dismiss pursuant to Rule 12(b)(6), the question for the court is whether the allegations of the complaint, treated as true, are sufficient to state a claim upon which relief may be granted under some legal theory, whether properly labeled or not. Grant Constr. Co. v. McRae, 146 N.C. App. 370, 373, 553 S.E.2d 89, 91 (2001). The appellate court conducts a de novo review of the pleadings to determine their legal sufficiency and decide whether the trial court's ruling on the motion to dismiss was erroneous. Whitehurst v. Hurst Built, Inc., 156 N.C. App. 650, 653, 577 S.E.2d 168, 170 (2003).
A. The Public Purpose Clauses
 In asserting their claims that the Computer Legislation and the local incentives lacked a public purpose, plaintiffs rely upon two clauses of the North Carolina Constitution. First, N.C. Const. art. V, § 2(1) provides that "[t]he power of taxation shall be exercised in a just and equitable manner, for public purposesonly, and shall never be surrendered, suspended, or contracted away." (Emphasis added.) Second, N.C. Const. art. V, § 2(7) provides that "[t]he General Assembly may enact laws whereby the State, any county, city or town, and any other public corporation may contract with and appropriate money to any person, association, or corporation for the accomplishment of public purposes only." (Emphasis added.)
With respect to determining whether legislation serves a public purpose within the meaning of these two constitutional clauses:
the presumption favors constitutionality. Reasonable doubt must be resolved in favor of the validity of the act. The Constitution restricts powers, and powers not surrendered inhere in the people to be exercised through their representatives in the General Assembly; therefore, so long as an act is not forbidden, its wisdom and expediency are for legislative, not judicial, decision.
Maready, 342 N.C. at 714, 467 S.E.2d at 619 (internal citations omitted). Nevertheless, although legislative declarations are accorded great weight, the ultimate responsibility for the determination of what constitutes a public purpose rests with the judiciary. Id. at 716, 467 S.E.2d at 620. In fulfilling that responsibility, we may consider the text of the Computer Legislation, the County and City Resolutions, and the Agreement, even though we are reviewing a Rule 12(b)(6) order of dismissal, because plaintiffs attached copies of these documents to their amended complaint. See Peacock, 139 N.C. App. at 494, 533 S.E.2d at 847. Any consideration of the constitutionality of economic development incentives must start with the Supreme Court's decision in Maready. The lawsuit in Maready "challenge[d] twenty-four economic development incentive projects entered into by the City [of Winston-Salem] or [Forsyth] County pursuant to N.C.G.S. § 158- 7.1." 342 N.C. at 713, 467 S.E.2d at 618-19. The disputed expenditures included several million dollars given directly to private companies, primarily in the form of reimbursement for "on-the-job training, site preparation, facility upgrading, and parking." Id., 467 S.E.2d at 619. In addition, the expenditures included road construction, financing of land purchases, and even spousal relocation assistance. Id. at 737, 467 S.E.2d at 633 (Orr, J., dissenting).
To determine whether N.C. Gen. Stat. § 158-7.1, which authorized these local incentives, violated the Public Purpose Clauses, the Maready Court applied the test set out in Madison Cablevision, Inc. v. City of Morganton, 325 N.C. 634, 386 S.E.2d 200 (1989). Madison Cablevision established two guiding principles for determining whether a particular undertaking was done for a public purpose: "(1) it involves a reasonable connection with the convenience and necessity of the particular municipality; and (2) the activity benefits the public generally, as opposed to special interests or persons." Id. at 646, 386 S.E.2d at 207 (internal citation omitted).
Maready concluded that economic development incentives authorized by N.C. Gen. Stat. § 158-7.1 satisfied the first prongof the test because "[e]conomic development has long been recognized as a proper governmental function." 342 N.C. at 723, 467 S.E.2d at 624. With respect to the second prong, Maready observed that "an expenditure does not lose its public purpose merely because it involves a private actor. Generally, if an act will promote the welfare of a state or a local government and its citizens, it is for a public purpose." Id. at 724, 467 S.E.2d at 625 (emphasis added).
Applying this test, the Court held that, under Madison Cablevision, "section 158-7.1 clearly serves a public purpose." Id. Specifically, the Court concluded that:
The public advantages are not indirect, remote, or incidental; rather, they are directly aimed at furthering the general economic welfare of the people of the communities affected. While private actors will necessarily benefit from the expenditures authorized, such benefit is merely incidental. It results from the local government's efforts to better serve the interests of its people.
Id. at 725, 467 S.E.2d at 625-26. The Court explained further:
The General Assembly thus could determine that legislation such as N.C.G.S. § 158-7.1, which is intended to alleviate conditions of unemployment and fiscal distress and to increase the local tax base, serves the public interest. New and expanded industries in communities within North Carolina provide work and economic opportunity for those who otherwise might not have it. This, in turn, creates a broader tax base from which the State and its local governments can draw funding for other programs that benefit the general health, safety, and welfare of their citizens. The potential impetus to economic development, which might otherwise be lost to other states, likewise serves the public interest.
Id. at 727, 467 S.E.2d at 627. The Court then concluded: "We therefore hold that N.C.G.S. § 158-7.1, which permits the expenditure of public moneys for economic development incentive programs, does not violate the public purpose clause of the North Carolina Constitution." Maready, 342 N.C. at 727, 467 S.E.2d at 67 (emphasis added). We can find no meaningful distinction between the present case and Maready.
With respect to the County and City Resolutions and the Agreement, the incentives and subsidies embodied therein were adopted by Winston-Salem and Forsyth County pursuant to N.C. Gen. Stat. § 158-7.1. Plaintiffs have made no attempt to demonstrate how the incentives in this case are legally different from the 24 local economic incentive packages offered in Maready pursuant to § 158-7.1. (See footnote 1) Although plaintiffs argue that Maready decided only the facial constitutionality of N.C. Gen. Stat. § 158-7.1, they provide no theory under which economic development incentives properlyadopted under § 158-7.1 _ a statute held to be consistent with the Public Purpose Clauses when it authorized local government to adopt such incentive programs _ would nonetheless be unconstitutional as violative of the Public Purpose Clauses. In the absence of a showing of some distinction between the incentives in this case and the incentives in the Maready case, we hold that the trial court properly concluded that the County and City Resolutions and the Agreement did not violate the Public Purpose Clauses.
With respect to the Computer Legislation, we first note that Maready explicitly stated that, consistent with the Public Purpose Clauses, "[t]he General Assembly may provide for, inter alia, roads, schools, housing, health care, transportation, and occupational training. It would be anomalous to now hold that a government which expends large sums to alleviate the problems of its citizens through multiple humanitarian and social programs is proscribed from promoting the provision of jobs for the unemployed, an increase in the tax base, and the prevention of economic stagnation." 342 N.C. at 722, 467 S.E.2d at 624. Thus, under Maready, the need to offer economic incentive programs to attract industry that will replace lost jobs is necessarily a public purpose. Here, the General Assembly's legislative findings express its determination that North Carolina must make an effort to transition from our traditional manufacturing base _ which has sustained a substantial loss of jobs to overseas competition _ to a more modern manufacturing base, such as computer manufacturing, that will likely grow in the future. See 2004 N.C. Sess. Laws 204,§ 1. These findings fall squarely within the public purposes identified in Maready.
Moreover, Maready quoted favorably the prescient dissent of former Chief Justice Parker:
"North Carolina is no longer a predominantly agricultural community. We are developing from an agrarian economy to an agrarian and industrial economy. North Carolina is having to compete with the complex industrial, technical, and scientific communities that are more and more representative of a nation-wide trend. All men know that in our efforts to attract new industry we are competing with inducements to industry offered through legislative enactments in other jurisdictions as stated in the legislative findings and purposes of this challenged Act. It is manifest that the establishment of new industry in North Carolina will enrich a whole class of citizens who work for it, will increase the per capita income of our citizens, will mean more money for the public treasury, more money for our schools and for payment of our school teachers, more money for the operation of our hospitals like the John Umstead Hospital at Butner, and for other necessary expenses of government. This to my mind is clearly the business of government in the jet age in which we are living. Among factors to be considered in determining the effect of the challenged legislation here is the aggregate income it will make available for community distribution, the resulting security of their [sic] income, and the opportunities for more lucrative employment for those who desire to work for it."
342 N.C. at 727, 467 S.E.2d at 627 (quoting Mitchell v. N.C. Indus. Dev. Fin. Auth., 273 N.C. 137, 164, 159 S.E.2d 745, 764 (1968) (Parker, C.J., dissenting)). As the General Assembly's findings with respect to the Computer Legislation reflect precisely the same concerns, we find this quote as applicable here as it was inMaready. We are bound by Maready and, therefore, may not now hold that the concerns that formed a basis for the Computer Legislation do not constitute a public purpose.
Plaintiffs nevertheless argue that the Computer Legislation is "directly and exclusively" for Dell's benefit, and, as a result, fails the second prong of Madison Cablevision. Similarly, plaintiffs' amended complaint asserts that the Computer Legislation is not for a public purpose because it provides "direct government subsidies for a private business enterprise." While we do not read the legislation as narrowly as plaintiffs, we note nonetheless that the challenged benefits in Maready also went to specific companies. Id. at 713, 467 S.E.2d at 618-19.
Plaintiffs' argument also cannot be reconciled with Peacock, in which this Court considered whether two agreements between the Charlotte Convention Center Authority and various parties representing the Charlotte Hornets basketball team were unconstitutional when the agreements required the Authority to pay directly to specific private parties a percentage of the revenue generated by the Coliseum. 139 N.C. App. at 489-92, 533 S.E.2d at 844-46. We concluded that those payments were indeed for "public purposes" and, as in Maready, noted that the mere fact that the agreements benefitted private parties was not dispositive: "[T]he fact that a private individual benefits from a particular municipal transaction is insufficient to make out a claim under [N.C. Const. art.] V, § 2. Rather, the test is whether the transaction will promote the welfare of the local government and results from thelocal government's efforts to better serve the interests of its people." Id. at 494, 533 S.E.2d at 847-48 (internal citation omitted). See also Piedmont Triad Airport Auth. v. Urbine, 354 N.C. 336, 343, 554 S.E.2d 331, 335 (2001) (concluding legislative condemnation of private property that would be used to construct Federal Express facility was nevertheless a condemnation for a "public use" because "[t]he arrangement advances the primary goal of giving effect to the people's general desire for better seaports and airports"), cert. denied, 535 U.S. 971, 152 L. Ed. 2d 381, 122 S. Ct. 1438 (2002).
Finally, plaintiffs' arguments reflect a misunderstanding of the public purpose doctrine. The task of the judiciary is to determine whether the aim of the legislation is primarily public and not to weigh the public benefit against the private benefit by making findings as to the projected monetary value of each. Indeed, the approach urged by plaintiffs was the approach of the dissent in Maready. See Maready, 342 N.C. at 736, 467 S.E.2d at 632. We do not "pass upon the wisdom or propriety of legislation in determining the primary motivation behind a statute . . . ." Id. at 725, 467 S.E.2d at 626 (emphasis added). We look instead to whether the purpose of "an act will promote the welfare of a state or a local government and its citizens," id. at 724, 467 S.E.2d at 625, and do not engage in economic projections as to the potential monetary benefits resulting from the legislation. The latter analyses are for the General Assembly and the Executive Branch, which can also take into account non-monetary benefits. In short, to put forth a claim for relief, plaintiffs were required to plead facts demonstrating that the motivation, aim, or intent of the Computer Legislation, the County and City Resolutions, and the Agreement was not a public one. Plaintiffs' complaint contains no allegations suggesting that the legislative bodies were not acting with a motivation to increase the tax base or alleviate unemployment and fiscal distress. Rather, their complaint focuses exclusively on the various purported benefits provided to Dell. Maready determined, however, that "an expenditure does not lose its public purpose merely because it involves a private actor." Id. We hold, therefore, that the trial court did not err, under Maready and Peacock, in concluding that plaintiffs failed to state a claim for relief under the Public Purpose Clauses of the North Carolina Constitution.
III. The Exclusive Emoluments Clause
 Plaintiffs next argue that the trial court erred by concluding they had failed to state a claim that the Computer Legislation and the County and City Resolutions ran afoul of the Exclusive Emoluments Clause. Under this provision, "[n]o person or set of persons is entitled to exclusive or separate emoluments or privileges from the community but in consideration of public services." N.C. Const. art. I, § 32. "An emolument is defined as '[t]he profit arising from office, employment, or labor; that which is received as a compensation for services, or which is annexed to the possession of office as salary, fees, and perquisites.'" Crump v. Snead, 134 N.C. App. 353, 356, 517 S.E.2d 384, 387 (quotingBlack's Law Dictionary 524 (6th ed. 1990)), disc. review denied, 351 N.C. 101, 541 S.E.2d 143 (1999).
Our Supreme Court has held that not every classification that favors a particular group of persons is an "'exclusive or separate emolument or privilege'" within the meaning of the constitutional prohibition. Town of Emerald Isle v. State, 320 N.C. 640, 652, 360 S.E.2d 756, 764 (1987) (quoting N.C. Const. art. I, § 32). Exemptions in favor of a specific group of persons are not an exclusive emolument or privilege if: "(1) the exemption is intended to promote the general welfare rather than the benefit of the individual, and (2) there is a reasonable basis for the legislature to conclude the granting of the exemption serves the public interest." Id. at 654, 360 S.E.2d at 764. Although the Supreme Court's language in Emerald Isle refers only to "exemptions," this Court has applied Emerald Isle with equal force to affirmative "benefits." See Crump, 134 N.C. App. at 357, 517 S.E.2d at 387 (inserting phrase "[or benefit]" into Emerald Isle test and applying Emerald Isle to hold that legislatively conferred longer terms and additional pay for city council members were not exclusive emoluments).
In Peacock, this Court held that when legislation is determined to "promote the public benefit" under the Public Purpose Clauses, it necessarily is not an exclusive emolument. 139 N.C. App. at 496, 533 S.E.2d at 848. As discussed above, the incentives and subsidies provided to Dell are intended to promote the general economic welfare of the communities involved, rather than to solelybenefit Dell, and, accordingly, do not amount to exclusive emoluments.
Plaintiffs nevertheless urge us to consider whether the disputed incentives and subsidies are "in consideration of 'public services.'" See Leete v. County of Warren, 341 N.C. 116, 118, 462 S.E.2d 476, 478 (1995) (noting Exclusive Emoluments Clause "precludes exclusive or separate emoluments except 'in consideration of public services'" (quoting N.C. Const. art. I, § 32)). That issue only arises once a court has determined that an exemption or benefit constitutes an exclusive emolument. As we have concluded that the disputed incentives and subsidies were not exclusive emoluments, it is immaterial whether they were provided "in consideration of public services." Consequently, the trial court did not err in concluding that plaintiffs failed to state a claim for relief under the Exclusive Emoluments Clause.
Judges WYNN and ELMORE concur.
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