RICE GROUP LLC v. THE NEW ORLEANS CITY COUNCIL (2026)

This appeal concerns the allocation of authority under the City of New Orleans Home Rule Charter (“HRC”) to retain outside legal counsel. The New Orleans City Council and its members (collectively, “the Council”) appeal the February 4, 2025 summary judgment in favor of Rice Group LLC (“Rice Group”). The judgment declared Ordinance No. 29676 null, void, and illegal and further declared lawful and valid the professional services agreement between the City of New Orleans (“the City”) and Rice Group (the “Rice Group PSA”). For the reasons that follow, we affirm.

FACTUAL AND PROCEDURAL HISTORY

On March 23, 2023, the Municipal Police Employees’ Retirement System (“MPERS”) notified the City that it was liable for an assessment of $38,540,280.60, amortized over fifteen years, arising from a decrease in the number of New Orleans Police Department employees participating in MPERS between June 30, 2020 and June 30, 2022. The City thereafter sought outside legal assistance regarding that assessment.

The City issued a request for proposals (“RFP”) for outside legal counsel for the MPERS matter on November 6, 2023. The RFP requested legal services to assist the City Attorney's Office in reviewing relevant statutory provisions and local resolutions and motions, and in analyzing options to minimize the City's liability, including potential litigation. Rice Group submitted a response on November 29, 2023. Following the competitive evaluation process, Rice Group was selected.

On April 19, 2024, the City and Rice Group executed the Rice Group PSA. The Mayor approved and executed the agreement. The Council President did not sign the designated signature space, and the Council did not authorize the agreement.

Then, on July 24, 2024, Rice Group filed a petition for a writ of mandamus or declaratory judgment against the Council and its individual members. Rice Group alleged that the Council's refusal to authorize the Rice Group PSA and the Council President's refusal to sign it violated both the Home Rule Charter and Ordinance No. 29676. Rice Group maintained that once the Mayor approved and executed the agreement, the Council was required to authorize the Council President's signature as a ministerial act; accordingly, Rice Group sought mandamus compelling those actions. Rice Group also sought a declaration that Ordinance No. 29676 itself conflicted with the Home Rule Charter and was therefore null, void, and illegal.

The Council filed several exceptions, and after considering the Council's exceptions, the district court deferred the mandamus request pending resolution of the declaratory judgment claim. A judgment reflecting the court's ruling was signed on September 6, 2024.

The parties subsequently filed competing motions for summary judgment on the declaratory judgment claim, which were heard on January 29, 2025. On February 4, 2025, the district court rendered judgment granting Rice Group's motion, denying the Council's cross-motion, declaring Ordinance No. 29676 “NULL, VOID, and ILLEGAL,” and declaring the Rice Group PSA “LAWFUL AND VALID.” The Council appealed.

Rather than decide the merits at the outset, this court concluded that the district court's ruling invalidating Ordinance No. 29676 implicated the Louisiana Supreme Court's appellate jurisdiction under La. Const. art. V, § 5(D)(1). That provision gives the Supreme Court appellate jurisdiction in cases in which a law or ordinance has been declared unconstitutional. On December 12, 2025, this Court transferred the appeal to the Supreme Court.

The Supreme Court vacated that transfer order in Rice Group, LLC v. New Orleans City Council, 2025-01563 (La. 3/18/2026), 431 So.3d 324. The Supreme Court's jurisdictional holding was narrow but dispositive:

• The district court had not declared Ordinance No. 29676 unconstitutional.

• Instead, the district court had declared that the ordinance violated the New Orleans HRC and was “null, void, and illegal.”

• A conflict between a municipal ordinance and the HRC is a Charter interpretation and local government authority question; it is not, merely by that characterization, a declaration of unconstitutionality that triggers the Supreme Court's direct appellate jurisdiction under art. V, § 5(D)(1).

The Supreme Court therefore remanded the case to our Court. Following this jurisdictional remand, the merits are properly before this Court.

ASSIGNMENTS OF ERROR

The Council contends that the district court erred by: (1) declaring that Ordinance No. 29676 violates the HRC; and (2) declaring that the Rice Group PSA valid and enforceable notwithstanding HRC § 4-403, which the Council argues requires its approval before outside counsel may represent the City in a special matter.

STANDARD OF REVIEW

A declaratory judgment is generally reviewed for abuse of discretion; however, the legal determinations underlying that judgment are reviewed under the appropriate standard of review. Westlawn Cemeteries, L.L.C. v. Louisiana Cemetery Bd., 2021-01414, p. 11 (La. 3/25/22), 339 So.3d 548, 558-59. We likewise review a summary judgment ruling de novo, applying the same criteria governing the district court. Kazan v. Red Lion Hotels Corp., 2021-01820, p. 2 (La. 6/29/22), 346 So.3d 267, 269. “If the appellate court addresses a legal issue, it gives no special weight to the findings of the trial court, but ‘exercises its constitutional duty to review questions of law de novo, after which it renders judgment on the record.’ ” Robert v. State, 2020-0524, pp. 12-13 (La. App. 4 Cir. 8/12/21), 327 So.3d 546, 557.

DISCUSSION

In this appeal, the dispositive issue is whether the executive branch was required to obtain Council authorization before entering into the Rice Group PSA. The Council contends that HRC § 4-403 requires a two-thirds Council vote before outside counsel may be retained. Rice Group responds that the professional services contracting provisions of HRC in § 6-308(5)(b) govern the executive branch's retention of legal-services providers and impose no Council approval requirement. We agree with Rice Group.

The rules applicable to statutory interpretation apply equally to the interpretation of a home rule charter. Council of City of New Orleans v. Donation, 2023-01106, p. 6 (La. 3/22/24), 382 So.3d 27, 32 (citation omitted). The Charter must be read as a whole, with effect given to all of its provisions; and its more particular provisions must be read in their context. Montgomery v. St. Tammany Parish Gov't, 2017-1811, pp. 5-6 (La. 6/27/18), 319 So.3d 209, 215-16 (citations omitted). A home rule charter is the supreme law of a home rule jurisdiction, subordinate only to the Louisiana Constitution and constitutionally authorized legislation. Id. at p. 7, 319 So.3d at 217 (citation omitted).

The Governing Charter Provision

HRC § 4-403 is contained in Article IV, Chapter 4, which concerns the Department of Law, an executive branch department. Donation, 2023-01106, p. 3, 382 So.3d at 36 (Weimer, C.J., dissenting). Section 4-403 addresses the limited circumstances in which the Council or other department may retain “special counsel.” Id., 2023-01106, p. 4, 382 So.3d at 36-37. The Charter, however, does not define that term.

In contrast, HRC § 6-308(5) specifically governs professional services contracts. The Louisiana Supreme Court has recognized that this provision establishes the competitive selection process for professional services contracts awarded by both the Mayor and the Council. Alliance for Affordable Energy v. Council of City of New Orleans, 1996-0700, p. 2 (La. 7/2/96), 677 So.2d 424, 425. Legal services are professional services within the ordinary meaning of the term.

Section 6-308(5)(b) provides that contracts for professional services administered by executive branch offices, departments, boards, and agencies “shall be awarded on the basis of a competitive selection process” established by executive order of the Mayor. Section 6-308(5)(c), separately, governs professional services contracts administered by the Council pursuant to its Charter functions and legislative or regulatory responsibilities. Those contracts are awarded through a Council-established competitive selection process and, upon Council authorization, are signed by the Council President. Section 6-308(5)(c) further provides that contracts to employ special counsel under § 4-403(2) require a two-thirds vote of the Council's entire membership.

The textual distinction is material. Section 6-308(5)(b) contains no requirement that the executive branch obtain Council approval to enter a professional services contract. The express reference in § 6-308(5)(c) to § 4-403(2) confirms that professional services contracts are broader than the Council's discrete authority to employ special counsel. Reading § 4-403 to impose a Council approval condition upon every executive branch legal services agreement would insert a limitation absent from § 6-308(5)(b) and erase the Charter's deliberate distinction between executive branch and Council-administered contracts.

The Rice Group PSA resulted from the City's RFP and competitive selection process; it was administered and approved by the executive branch. It is, therefore, governed by HRC § 6-308(5)(b). Because § 6-308(5)(b) does not require Council authorization, the Council's failure to authorize or sign the agreement did not render the Rice Group PSA invalid. The district court correctly declared the agreement lawful and valid.

Ordinance No. 29676

Ordinance No. 29676 requires that every professional services agreement providing legal representation for the City, a City department, board, or officer be signed by the Council President in addition to the signatories required by HRC § 6-308. As applied to an executive-branch agreement governed by § 6-308(5)(b), the ordinance creates a Council signature requirement that the Charter does not impose.

The HRC distinguishes the executive branch's authority to administer and execute its professional services contracts from the Council's authority over contracts it administers pursuant to its own Charter functions. The ordinance's added Council signature requirement transfers to the Council President an approval power over executive branch professional services contracts. That reallocation conflicts with § 6-308(5)(b) and with the Charter's distribution of executive and legislative functions. The City may amend its Charter through the procedures prescribed by law; however, it may not alter the Charter's allocation of authority by ordinance. The district court correctly declared Ordinance No. 29676 invalid.

DECREE

For the foregoing reasons, the February 4, 2025 judgment of the district court is affirmed. The professional services agreement between the City of New Orleans and Rice Group LLC is lawful and valid. Ordinance No. 29676 is null, void, and illegal insofar as it imposes a Council signature requirement upon executive branch professional services agreements that is inconsistent with the HRC.

AFFIRMED

I respectfully dissent. The majority affirms the district court's summary judgment declaring that Ordinance No. 29676 is “NULL, VOID, AND ILLEGAL” and that the professional services agreement between the City of New Orleans (“City”) and Rice Group LLC (“Rice Group PSA”) is “LAWFUL AND VALID.” In doing so, the majority concludes that HRC § 6-308 is the controlling Home Rule Charter provision governing the Executive Branch's authority to procure and execute the Rice Group PSA and therefore affirms both declarations of the district court.

Respectfully, I disagree with the majority's interpretation of the Home Rule Charter. In my view, the threshold issue presented by this appeal is whether the Rice Group PSA could properly be declared lawful and valid absent the Council authorization required by HRC § 4-403.

Because HRC § 4-403 independently governs that issue, and because it is undisputed that the required Council authorization was not obtained, I would reverse that portion of the district court's judgment declaring the Rice Group PSA lawful and valid.

My disagreement with the majority's interpretation of HRC § 4-403 necessarily results in a different disposition of the remaining declaratory relief. Once the declaration that the Rice Group PSA is lawful and valid is reversed, the district court's separate declaration that Ordinance No. 29676 violates the Home Rule Charter and is null, void, and illegal is no longer necessary to resolve the controversy presented by this appeal.

Accordingly, I respectfully dissent and, upon my de novo review, would reverse in part, vacate in part, and remand for the following reasons.

The Council submits two assignments of error on appeal: (1) the district court erred as a matter of law in declaring that Ordinance No. 29676 violates the Home Rule Charter; and (2) irrespective of the validity of Ordinance No. 29676, the district court erred in declaring the existence of a valid and enforceable contract engaging the Rice Group as legal counsel for the Municipal Police Employees’ Retirement System (“MPERS”) matter because HRC § 4-403 requires Council approval of the employment of outside counsel to represent the City in special matters. Before addressing the Council's assignments of error, I discuss the scope of my review.

The Louisiana Supreme Court vacated this Court's transfer order and remanded this appeal for consideration on the merits. Rice Grp., LLC v. New Orleans City Council, 25-01563 (La. 3/18/26), 431 So.3d 324. In doing so, the Supreme Court explained that the district court's judgment did not declare Ordinance No. 29676 unconstitutional. Rather, the judgment declared that the Ordinance “violates the Home Rule Charter and is NULL, VOID, AND ILLEGAL.” Id., 25-01563, p. 2, 431 So.3d at 326. Accordingly, our review is directed to the parties’ respective rights and obligations under the Home Rule Charter. And we should decide only those Home Rule Charter questions necessary to resolve the controversy presented by the judgment before us.

The threshold issue presented by this appeal is whether the district court correctly declared the Rice Group PSA lawful and valid. HRC § 4-403 independently governs that issue. If the Rice Group PSA may not properly be declared lawful and valid because the Council authorization required by HRC § 4-403 was not obtained, the controversy may be resolved on that narrower Home Rule Charter ground without reaching the broader question whether Ordinance No. 29676 is in violation of the Home Rule Charter's allocation of governmental authority between the City's legislative and executive branches. Only if the Rice Group PSA could properly be declared lawful notwithstanding the absence of Council authorization would it become necessary to determine whether Ordinance No. 29676 impermissibly reallocates authority under the Home Rule Charter.

Thus, although the remand confirms this Court's appellate jurisdiction, it does not require this Court to address every assignment of error where one assignment of error presents a narrower and independently dispositive ground for resolving the parties’ dispute.

Louisiana appellate courts routinely decline to address assignments of error rendered unnecessary by the disposition of another issue. See, e.g., T.S v. Congregation of Holy Cross S. Province, Inc., 22-01826, p. 4 (La. 6/27/23), 366 So.3d 64, 68; State v. Robertson, 630 So.2d 1278, 1279 (La. 1994). Moreover, Louisiana Code of Civil Procedure article 1876 permits a court to refuse to render a declaratory judgment when the declaration would not terminate the uncertainty or controversy giving rise to the proceeding. This discretion is consistent with the general principle that courts should avoid unnecessary declarations and decide cases on the narrowest ground sufficient to resolve the parties’ dispute.

These principles are consistent with the broader doctrine of judicial restraint. In the constitutional context, the Louisiana Supreme Court has repeatedly instructed that courts should refrain from reaching constitutional questions unless “resolution of the constitutional issue is essential to the decision of the case or controversy.” Ring v. State, Dep't of Transp. & Dev., 02-1367, p. 4 (La. 1/14/03), 835 So.2d 423, 426; Branton v. Par. of St. Tammany, 21-01743, p. 2 (La. 11/29/21), 328 So.3d 406, 408; Holy Cross, 22-01826, p. 4, 366 So.3d at 68. Courts should avoid broader rulings when a case can be disposed of on narrower grounds. Ring, 02-1367, p. 5, 835 So.2d at 427.

Related principles of judicial restraint apply when a controversy concerns the interpretation of a Home Rule Charter. Article VI of the Louisiana Constitution authorizes local governmental subdivisions to frame, adopt, and amend Home Rule Charters and provides that a local governmental subdivision operating under such a charter shall have the powers necessary, requisite, or proper for the management of its local affairs, subject only to the Louisiana Constitution and constitutionally authorized legislation. La. Const. art. VI, § 5(E). A Home Rule Charter may be adopted, amended, or repealed only by approval of the local electorate. La. Const. art. VI, § 5(C). Moreover, Article VI, § 6 prohibits the Louisiana Legislature from enacting laws that change or affect the structure, organization, or the distribution and redistribution of the powers and functions of a local governmental subdivision operating under a Home Rule Charter, except as otherwise authorized by the Constitution.

These constitutional provisions reflect more than a distribution of governmental authority. They embody the constitutional judgment that the internal organization and allocation of powers within a Home Rule Charter government are matters of constitutional significance. See Morial v. Smith & Wesson Corp., 00-1132, p. 16 (La. 4/3/01), 785 So.2d 1, 14 (stating that New Orleans's preexisting Home Rule Charter was “continued, and essentially constitutionalized” by La. Const. art. VI, § 4). By reserving to the local electorate the authority to adopt and amend a Home Rule Charter, while limiting state legislative interference with the Charter's internal allocation of governmental authority except as constitutionally authorized, Article VI recognizes the constitutionally protected role of the people of a home rule jurisdiction in determining how their local government is organized and governed. See La. Const. art. VI, §§ 4, 5(C), 5(E), and 6; Montgomery v. St. Tammany Par. Gov't, 17-1811, pp. 15-17 (La. 6/27/18), 319 So.3d 209, 222-24. The people bear the primary responsibility for determining the structure and functioning of their local government within the constitutional framework established by the State. Article VI reflects the constitutional expectation that the State and its home rule jurisdictions will each exercise their respective constitutional responsibilities in a manner that promotes effective government while respecting the constitutional role assigned to the other. See Francis v. Morial, 455 So.2d 1168, 1171-72 (La. 1984).

This constitutional framework further supports judicial restraint and a limited scope of review by directing courts to decide only those Home Rule Charter questions necessary to resolve the controversy before them, leaving broader questions concerning the organization and functioning of local government to the Home Rule Charter and the local democratic processes through which it operates.

Consistent with these constitutional protections, the Louisiana Supreme Court has recognized that “just as the Constitution is the supreme law of the state, home rule charters are the supreme law of home rule charter jurisdictions, subordinate only to the constitution and constitutionally allowed legislation.” Montgomery, 17-1811, p. 7, 319 So.3d at 217. The Court has likewise observed that, in matters of local concern, a home rule government possesses powers as broad as those of the State except as limited by the Louisiana Constitution, constitutionally authorized legislation, or the Charter itself. Francis, 455 So.2d at 1171-73. Accordingly, where a controversy may be resolved on a narrower provision of the Home Rule Charter, the same principles of judicial restraint counsel against deciding the broader question whether an ordinance is consistent with the Charter's allocation of governmental authority between the City's legislative and executive branches.

I am also mindful that disputes between the Mayor and the Council concerning the allocation of governmental authority under the Home Rule Charter may recur. In Council of the City of New Orleans v. Edward Wisner Donation, Chief Justice Weimer cautioned that expanding judicial involvement in recurring disputes between the Mayor and the Council risks “making courts the de facto decision makers” in political or operational disputes. 23-01106, p. 5 (La. 3/22/24), 382 So.3d 27, 37 (Weimer, C.J., dissenting), reh'g denied, 23-01106 (La. 5/10/24), 384 So.3d 890. That concern also supports resolving this appeal on the narrowest available ground rather than issuing a broader declaration concerning whether Ordinance No. 29676 is consistent with the Home Rule Charter's allocation of governmental authority between the City's legislative and executive branches. See also Henry Consulting, LLC v. New Orleans City Council, 25-0171, p. 8 (La. App. 4 Cir. 8/15/25), 420 So.3d 257, 263 (Lobrano, J., concurring) (“Any dispute over the policy or wisdom of that procedure, at this juncture, is for the legislative and executive branches to address, not for the judiciary to resolve in a mandamus proceeding.”). By its nature, local government is responsive to changing local conditions, successive administrations, evolving legislative priorities, and the will of the electorate. The Home Rule Charter provides the enduring legal framework for local government, while the political process permits the people, through elections and Charter amendments, to shape the future direction of that government. Judicial restraint respects both the Charter's constitutional status and the people's continuing authority to govern local affairs through their elected representatives.

Courts must, of course, interpret and enforce the Charter when the resolution of a dispute requires it. But courts should not decide broader questions concerning the allocation of governmental authority when a controversy may be resolved on a narrower Charter provision. See Ring, 02-1367, p. 5, 835 So.2d at 427. In those circumstances, the Charter itself, together with the political process established by it, preserves the authority of the Mayor, the Council, and ultimately the electorate of the City of New Orleans to shape the future governance of the City within the respective powers and limitations established by the Charter.

In the case sub judice, the Council's second assignment of error presents such an independently dispositive issue. The Council argues that, irrespective of the validity of Ordinance No. 29676, HRC § 4-403 requires Council authorization before outside counsel may be retained to represent the City in a special matter. Because resolution of that issue may determine whether the Rice Group PSA was properly declared lawful and valid, I address Assignment of Error No. 2 first.

Assignment of Error No. 2: Whether HRC § 4-403 requires Council approval of the Rice Group PSA

The Louisiana Supreme Court has explained the rules for statutory construction as follows:

The fundamental question in all cases of statutory interpretation is legislative intent and the ascertainment of the reason or reasons that prompted the Legislature to enact the law. The rules of statutory construction are designed to ascertain and enforce the intent of the Legislature. Legislation is the solemn expression of legislative will, and therefore, interpretation of a law involves primarily a search for the Legislature's intent.

When a law is clear and unambiguous and its application does not lead to absurd consequences, the law shall be applied as written and no further interpretation may be made in search of the intent of the Legislature. When the language of the law is susceptible of different meanings, it must be interpreted as having the meaning that best conforms to the purpose of the law, and the words of law must be given their generally prevailing meaning. When the words of a law are ambiguous, their meaning must be sought by examining the context in which they occur and the text of the law as a whole, and laws on the same subject matter must be interpreted in reference to each other.

The meaning and intent of a law is determined by considering the law in its entirety and all other laws on the same subject matter and placing a construction on the provision in question that is consistent with the express terms of the law and with the obvious intent of the Legislature in enacting it. The statute must, therefore, be applied and interpreted in a manner, which is consistent with logic and the presumed fair purpose and intention of the Legislature in passing it.

This is because the rules of statutory construction require that the general intent and purpose of the Legislature in enacting the law must, if possible, be given effect Courts should give effect to all parts of a statute and should not give a statute an interpretation that makes any part superfluous or meaningless, if that result can be avoided. It is likewise presumed that the intention of the legislative branch is to achieve a consistent body of law. [Internal citations omitted].

Montgomery, 17-1811, pp. 5-6, 319 So.3d at 215-16 (quoting Pumphrey v. City of New Orleans, 05-0979, pp. 10-11 (La. 4/4/06), 925 So.2d 1202, 1209-10). These rules of statutory construction apply equally to the interpretation of Home Rule Charters. Wisner, 23-01106, p. 6, 382 So.3d at 32 (citing Montgomery, 17-1811, p. 6, 319 So.3d at 216).

The Home Rule Charter provides that the Department of Law, headed by the City Attorney, shall “[p]rovide legal advice to the Mayor and Council when requested and when directed by the Mayor to all officers, departments, and boards concerning any matter affecting the interests of the City” and “[h]ave charge of all legal matters in which the City has an interest or to which the City is a party, with power and authority, when directed by the Mayor or the Council, to institute and prosecute or to intervene in any and all suits or other proceedings.” HRC § 4-401(2) and (3). HRC § 4-403 provides for the retention of special counsel and states as follows:

Section 4-403. - Special Counsel.

(1) No special counsel shall be retained to represent the City or any officer, department, or board except the Sewerage and Water Board, the Department of City Civil Service, the Public Belt Railroad Commission, and the Board of Liquidation, City Debt, and except as may herein be otherwise provided.

(2) The Council may, by two-thirds vote of its entire membership, employ special counsel for itself.

(3) The Council may, by two-thirds vote of its entire membership, authorize any officer, department or board to employ special counsel for any special matter presenting a real necessity for such employment, provided any such authorization shall specify the compensation, if any, to be paid for said services.

HRC § 6-308 governs the execution and procurement of City contracts. Among other things, it prescribes the officials authorized to execute City contracts, requires review by the Department of Law as to form and legality before execution, and provides that contracts for professional services administered by the Executive Branch shall be awarded through a competitive selection process established by executive order of the Mayor.

HRC § 6-308(5)(b) provides that “[c]ontracts for professional services administered by the offices, departments, boards, and other agencies of the Executive Branch shall be awarded on the basis of a competitive selection process which shall be established by executive order of the Mayor.” This provision governs the method by which professional services contracts administered by the Executive Branch are procured and executed. It does not expressly address the separate question whether the Executive Branch may retain outside legal counsel to represent the City notwithstanding the Department of Law's responsibility for the City's legal affairs or the limitations imposed by HRC § 4-403 concerning the retention of special counsel.

The Rice Group argues, and the majority concludes, that HRC § 6-308 vests exclusive authority in the Executive Branch to procure and execute professional services contracts and that HRC § 4-403 does not impose an additional requirement of Council authorization before outside counsel may be retained. The majority's reliance on Alliance for Affordable Energy v. Council of City of New Orleans, 96-0700, p. 2 (La. 7/2/96), 677 So.2d 424, 425, is misplaced. Alliance recognized that HRC § 6-308 establishes the competitive selection process governing professional services contracts. It did not address whether HRC § 4-403 independently requires Council authorization before outside legal counsel may be retained to represent the City in a special matter. Accordingly, Alliance does not resolve the distinct Home Rule Charter question presented in this appeal.

I disagree because the majority begins its analysis with the Home Rule Charter's general contracting provisions, whereas I begin with its more specific provision governing the retention of special counsel. Under settled principles of statutory construction, those provisions should be harmonized, with the more specific provision governing where both address the same subject matter. Alexander v. La. State Bd. of Priv. Investigator Exam'rs, 23-0159, p. 31 (La. App. 4 Cir. 10/25/24), 409 So.3d 37, 61, writ denied, 24-01438 (La. 2/25/25), 401 So.3d 659 (citing Burge v. State, 10-2229, p. 5 (La. 2/11/11), 54 So.3d 1110, 1113 (stating that “[t]he general rule of statutory construction is that a specific statute controls over a broader, more general statute”)).

HRC §§ 4-401, 4-403, and 6-308 address different aspects of the City's legal affairs and contracting authority. Section 4-401 establishes the duties and authority of the Department of Law. Section 6-308 establishes the general procedures governing the procurement and execution of City contracts, including professional services contracts administered by the Executive Branch. Section 4-403, by contrast, specifically governs the exceptional circumstance in which the City departs from representation by its own Department of Law and employs special counsel. Construing the Home Rule Charter as a whole, as required by Montgomery, the more specific provisions of HRC § 4-403 govern the retention of special counsel. To construe HRC § 6-308 as independently authorizing the unrestricted employment of outside counsel, without regard to HRC § 4-403, would render the Charter's specific limitations on the retention of special counsel largely superfluous, contrary to the settled rule that every provision of a law should be given effect whenever reasonably possible.¹

I do not disagree that legal services constitute a category of professional services. The majority's interpretation effectively permits the Executive Branch to satisfy HRC § 6-308 while bypassing the separate limitations imposed by HRC § 4-403. In my view, the Home Rule Charter does not permit one provision to supersede another in that manner. Rather, both provisions must be harmonized so that each retains independent effect. The Home Rule Charter should be construed as an integrated constitutional framework, not as a collection of isolated provisions.

The question presented, however, is not simply how professional services contracts are procured, but whether the City may depart from representation by its own Department of Law and retain outside legal counsel without complying with HRC § 4-403. HRC § 6-308 governs the procurement and execution of professional services contracts generally. HRC § 4-403 governs the narrower and more specific circumstance in which outside legal counsel may be retained to represent the City. Read together, these provisions are complementary rather than conflicting and give effect to each provision of the Home Rule Charter.

The Council specifically argues that HRC § 4-403 expressly requires Council approval for the employment of special counsel for special matters. In response, the Rice Group argues that Council approval of special counsel under HRC § 4-403 is permissive, not mandatory, emphasizing the use of the term “may” in the second and third numbered paragraphs of the provision. Thus, the Rice Group concludes, HRC § 4-403 “does not require the Council to approve the hiring of outside counsel.”

The Rice Group's argument fails to consider HRC § 4-403(1). HRC § 4-403(1) prohibits the retention of special counsel to represent the City or any officer, department, or board (other than certain enumerated boards and departments), and provides exceptions to the prohibition against the retention of special counsel in Paragraphs (2) and (3). Paragraphs (2) and (3) allow the Council, by two-thirds vote of its entire membership, to employ special counsel for itself or to authorize any officer, department or board to employ special counsel for any special matter presenting a real necessity for such employment. Read in its entirety, HRC § 4-403 requires Council approval for employment of special counsel for special matters.

The structure of HRC § 4-403 demonstrates that Paragraph (1) establishes the general rule, while Paragraphs (2) and (3) provide the only exceptions to that rule. Paragraph (1) begins with the mandatory phrase “No special counsel shall be retained․” The use of the word “No” followed by the mandatory verb “shall” expresses a prohibition, not merely a grant of authority. The phrase “except ․ and except as may herein be otherwise provided” then introduces the limited circumstances under which that prohibition may be overcome.

Rice Group's emphasis on the permissive word “may” in Paragraphs (2) and (3) overlooks the structure of the Home Rule Charter. The discretion granted by the word “may” is vested in the Council, not in the executive branch. The Home Rule Charter does not provide that a department “may” seek Council authorization if it chooses. Rather, the Home Rule Charter prohibits retention of special counsel unless one of the stated exceptions is satisfied. Thus, the discretionary decision belongs to the Council whether to authorize the employment; it does not eliminate the requirement that authorization be obtained before special counsel may be retained.

Reading Paragraph (1) together with Paragraphs (2) and (3), the Home Rule Charter first prohibits the retention of special counsel, then specifies the only methods by which special counsel may nevertheless be employed. Paragraph (2) authorizes the Council to employ special counsel for itself. Paragraph (3) authorizes the Council to permit another City officer, department, or board to employ special counsel in a special matter presenting a real necessity. Construing the Home Rule Charter otherwise would render Paragraph (1)’s prohibition largely meaningless, contrary to the settled rule that every provision of a law should be given effect whenever possible.

Any contrary interpretation must necessarily conclude that the Executive Branch may retain outside legal counsel solely pursuant to HRC § 6-308 without regard to the prohibition contained in HRC § 4-403(1). Such a construction would diminish the operative effect of the Charter's opening directive that “[n]o special counsel shall be retained” except as otherwise provided, contrary to the settled principle that every provision of a law should be given effect whenever reasonably possible. Moreover, such an interpretation would require resolution of the broader question whether Ordinance No. 29676, which requires the Council President's signature on professional services agreements for legal representation, is itself inconsistent with the Home Rule Charter. Because HRC § 4-403 independently resolves the validity of the Rice Group PSA, I neither reach nor express any opinion concerning that broader issue.

Accordingly, I find that HRC § 4-403 requires Council authorization before special counsel may be employed to represent a City officer, department, or board in a special matter. It is undisputed that the Council did not authorize the employment of the Rice Group for the MPERS matter. The district court therefore erred in declaring the Rice Group PSA lawful and valid. Therefore, I would reverse that portion of the district court's judgment declaring the Rice Group PSA lawful and valid.

Assignment of Error No. 1: Whether Ordinance No. 29676 violates the Home Rule Charter

Because HRC § 4-403 independently resolves the threshold issue presented by this appeal as to the validity of the Rice Group PSA, it is unnecessary to determine whether Ordinance No. 29676 is consistent with the Home Rule Charter. The majority properly reaches Assignment of Error No. 1 because, under its interpretation of HRC § 6-308, affirmance of the district court's declaration that the Rice Group PSA is lawful and valid necessarily requires affirmance of the district court's declaration that Ordinance No. 29676 violates the Home Rule Charter. My interpretation of HRC § 4-403 results in a different procedural posture. Once the declaration that the Rice Group PSA is lawful and valid is reversed, the district court's broader declaration concerning Ordinance No. 29676 is no longer necessary to resolve this appeal.

For the reasons discussed in my scope of review analysis, the district court's declaration that Ordinance No. 29676 violates the Home Rule Charter and is null, void, and illegal was unnecessary to the resolution of the parties’ dispute. Accordingly, I would vacate that portion of the judgment without expressing any opinion concerning whether Ordinance No. 29676 is consistent with the Home Rule Charter's allocation of governmental authority between the City's legislative and executive branches. In my view, this approach best accords with the principles of judicial restraint discussed above because it resolves the parties’ dispute on the narrowest Home Rule Charter ground presented by this appeal.

CONCLUSION

For the foregoing reasons, I respectfully dissent from the majority. I would reverse that portion of the district court's judgment declaring the Rice Group PSA lawful and valid. I would hold that HRC § 4-403 requires Council authorization before special counsel may be employed to represent a city officer, department, or board in a special matter and that it is undisputed that such authorization was not obtained for the Rice Group PSA. Because HRC § 4-403 independently resolves the parties’ dispute, I would vacate that portion of the district court's judgment declaring Ordinance No. 29676 in violation of the Home Rule Charter and null, void, and illegal as unnecessary to the resolution of this appeal. I would therefore reverse in part, vacate in part, and remand for further proceedings consistent with this dissent.

FOOTNOTES

1.   Although Wisner concerned the Council's procedural capacity to institute suit in its own name, the Supreme Court read HRC §§ 4-401(3), 4-403(2), and 4-403(3) together and recognized that the Home Rule Charter permits the Council to employ special counsel for itself and to authorize special counsel for a special matter. Id., 23-01106, pp. 7-8, 382 So.3d at 32-33. Wisner did not decide whether HRC § 4-403(1), read together with paragraph (3), requires Council authorization before an officer or department of the executive branch may retain special counsel. Its discussion is therefore informative and persuasive, but it does not control the distinct issue presented in this appeal. See also id., 23-01106, p. 4, 382 So.3d at 37 (Weimer, C.J., dissenting) (describing HRC § 4-403 as addressing the limited circumstances under which the Council or another department may retain special counsel).

Judge Nakisha Ervin-Knott

LOBRANO, J., DISSENTS AND ASSIGNS REASONSLOBRANO