ROSS, Judge.
Appellant Lifespan of Minnesota, Inc., sued respondents Minneapolis Public Schools, St. Paul Public Schools, Rosemount-Apple Valley-Eagan Public Schools, and Anoka-Hennepin School District for breach of contract based on the school districts' alleged failure to pay for educational services that Lifespan provided to student-attendees of its day treatment program. Lifespan also sued the St. Paul and Anoka-Hennepin districts for alleged statutory violations. The school districts moved for judgment on the pleadings. The district court dismissed Lifespan's claims with prejudice, holding that the court lacked subject-matter jurisdiction over the breach-of-contract claims and that the statutory claims lacked merit. Because Lifespan's contract claims in part seek only to recover damages for the school districts' refusal to pay Lifespan for prior services that Lifespan provided under its contracts with the districts, its claims do not challenge quasi-judicial conduct and are actionable within the district court's subject-matter jurisdiction. We therefore reverse in part. But because the district court appropriately held that the balance of Lifespan's claims either challenge quasi-judicial decisions or lack legal merit, we affirm in part.
Litigation in the district court has not left the pleading stage, so we base our jurisdictional review on the following facts without prejudice to the case as it may develop. Lifespan operates a youth day treatment program called the Youth Transition Program. A "[d]ay treatment program" is "a site-based structured program consisting of group psychotherapy ... and other intensive therapeutic services provided by a multidisciplinary team, under the clinical supervision of a mental health professional." Minn.Stat. § 256B.0943, subd. 1(f) (2012). The program's psychotherapy helps attendees develop independent living skills. Lifespan also provides basic education to the program attendees for the school districts, which remain statutorily obligated to educate students who are enrolled in day treatment programs. See Minn.Stat. §§ 125A.15(c), 125A.51(d) (2012).
Because the districts remain responsible for providing education, they typically pay Lifespan for its academic services to students in their districts. The payment obligation is reflected in a one-page document executed for each attending student, entitled, "Special Education Student Acknowledgement and Tuition Agreement." These tuition agreements include information about the student, the student's parents, the institution providing special education services, and the student's resident school district. Near the bottom of each document is a "fiscal responsibility acknowledgement" that states, "The undersigned District of Legal Residence hereby acknowledges fiscal responsibility for the above student's educational costs. It is understood that this district will be billed for special instruction and service costs provided for this student during Fiscal Year ____." A fiscal year is stated for each student. The form document includes a signature block for the "Superintendent/Responsible Authority" to sign and date.
Although an intermediate school district had previously coordinated Lifespan's education services, the intermediate district and Lifespan split in June 2011, and Lifespan began directly employing its own licensed general and special education teachers. This transition allegedly raised the school districts' concerns about the appropriateness of Lifespan's academic
The St. Paul district's interim executive director of special education sent a letter to Lifespan on June 20, 2011. She wrote, "As Lifespan is not designated as an [Extended School Year] site, Saint Paul will not sign any tuition agreements or pay any invoices for services beginning after June 14, 2011, through the beginning of the new school year." St. Paul then sent letters to parents with children at Lifespan informing them of this decision.
Similarly, an attorney for the Rosemount-Apple Valley-Eagan district sent a letter to Lifespan on October 13, 2011. She stated,
The district's special education director agreed on November 1, 2011, to pay Lifespan for one student's academic costs. But the district sent another letter to Lifespan in January 2012 reiterating its decision to no longer pay Lifespan's bills.
The Anoka-Hennepin district's special education director notified Lifespan of its termination decision in a letter dated June 7, 2012. She wrote,
On July 30, 2012, the Anoka-Hennepin district began sending letters to parents whose children attended Lifespan. The letters, copies of which were also sent to Lifespan, informed the parents of the district's decision to no longer pay for education at Lifespan.
A liaison from the Minneapolis district sent Lifespan a letter dated September 28, 2012. She stated,
Despite these notices, Lifespan continued to provide educational services for the Youth Transition Program attendees and sent the bills to their resident school districts. The school districts refused to pay. The dispute's most confrontational incident was a standoff on the first day of school in fall 2011. The St. Paul school district sent buses to Lifespan's campus to remove its students and transport them to another site where the district would instruct them. But Lifespan staff refused to allow the children to board the buses, which left empty.
Lifespan filed complaints against the Minneapolis and Rosemount-Apple Valley-Eagan districts in June 2012, alleging that the districts had breached their contracts by refusing to pay for the educational services Lifespan was providing those districts' students. Lifespan filed similar complaints against the Anoka-Hennepin and St. Paul districts in November 2012, adding that these two school districts had violated statutory protections against deceptive trade practices under Minnesota Statutes section 325D.44 (2012), and that the St. Paul district had committed false advertising, violating Minnesota Statutes section 325F.67 (2012).
All four school districts answered Lifespan's complaints and denied having any duty to pay Lifespan for the amounts allegedly due. They moved for judgment on the pleadings to dismiss Lifespan's contracts claims on jurisdictional grounds, arguing that Lifespan could seek review of their decisions only by filing a writ of certiorari in the court of appeals. The Anoka-Hennepin and St. Paul districts also moved for judgment on the pleadings to dismiss Lifespan's statutory claims on the merits. The district court granted the school districts' motions and dismissed all of Lifespan's claims with prejudice. It concluded that it lacked subject-matter jurisdiction over Lifespan's contract claims and that Lifespan's statutory claims were meritless because the cited statutes do not apply to school districts and because the school districts are immune. Lifespan appeals.
The district court dismissed Lifespan's contract claims for lack of subject-matter jurisdiction because it deemed those claims to challenge the school districts' quasi-judicial decisions. A party wishing to challenge a municipal decision must choose the right forum. If the municipal decision is legislative, the party can sue in the district court. Dead Lake Ass'n, Inc. v. Otter Tail Cnty., 695 N.W.2d 129, 134 (Minn.2005). But if the decision is quasi-judicial, the district court lacks jurisdiction and a proper challenge begins by a writ of certiorari to the court of appeals. Cnty. of Wash. v. City of Oak Park Heights, 818 N.W.2d 533, 539 (Minn. 2012). This distinction respects the constitutional
To help distinguish quasi-judicial decisions (reviewable only on certiorari in the court of appeals) from legislative decisions (reviewable de novo in the district court), the supreme court has identified "three indicia of quasi-judicial actions." Minn. Ctr. for Envtl. Advocacy v. Metro. Council, 587 N.W.2d 838, 842 (Minn.1999). They are "(1) investigation into a disputed claim and weighing of evidentiary facts; (2) application of those facts to a prescribed standard; and (3) a binding decision regarding the disputed claim." Id. If any of these elements is absent, the decision is not quasi-judicial and must be challenged in the district court. Citizens Concerned for Kids, 703 N.W.2d at 585.
In a well written and thoroughly analyzed order, the district court dismissed Lifespan's contract claims because it concluded that they involve quasi-judicial decisions by the school districts and therefore certiorari was Lifespan's exclusive recourse. When dismissal rests on a lack of subject-matter jurisdiction, we review de novo. Cnty. of Wash., 818 N.W.2d at 538. We disagree with the district court's conclusion that it lacked subject-matter jurisdiction over Lifespan's contract claims in their entirety. Lifespan partially complained that the school districts improperly failed to pay for services that Lifespan had already rendered and for which the contracts require payment. These are ordinary breach-of-contract claims, like those our appellate courts have considered without any apparent concern about jurisdiction. See, e.g., Savela v. City of Duluth, 806 N.W.2d 793, 796-800 (Minn.2011) (determining meaning of phrase in multiple collective-bargaining contracts between city and its employees); McDonough v. City of Rosemount, 503 N.W.2d 493, 495-97 (Minn.App.1993) (reviewing summary judgment decision of district court in breach-of-contract dispute between city and landowner), review denied (Minn. Sept. 10, 1993).
The discussion in Dietz is helpful. In Dietz, the supreme court held that certiorari was the sole means for a discharged administrator of a county nursing home to challenge her termination. 487 N.W.2d at 239. The supreme court reasoned that the administrator's claim was "not an ordinary action for failure to perform on a contract for goods or services." Id. at 240. Rather, her claim called for the district court to scrutinize how the county had discharged its administrative function, and to do so it would have "run[] a grave risk of usurping the county's administrative prerogative." Id. Dietz leads us to consider whether this is "an ordinary action for failure to perform on a contract ... for services" or instead an action that directs the district court to scrutinize the school districts' administrative decisions.
In part, Lifespan's suits challenge the effects of the school districts' decisions to stop working with it, particularly insisting on Lifespan's right to payment under the contracts. Unless a quasi-judicial decision
But Lifespan's allegations are not limited to its claims that the school districts breached their obligations to pay for services that had been provided under the existing agreements. Lifespan also demands payment for periods extending beyond the contract dates specified in the agreements. It essentially reasons that the districts are bound to continue allowing Lifespan to educate their students who enroll in the treatment program because Lifespan continued to educate them beyond the specified end dates on each agreement. Lifespan's legal theory is difficult to discern. The undisputed facts establish that the school districts could not have been clearer in communicating their unwillingness to accept Lifespan's future educational services. They sent letters, refused to pay invoices, and stopped signing tuition agreements. If that were not clear enough, one school district even sent a bus to Lifespan's site to retrieve its students and educate them at another location, but Lifespan turned the buses away. Lifespan's complaints imply that the districts are somehow prohibited from ending the Lifespan-district education partnerships because the treatment services continued. The complaints and Lifespan's arguments are not clear as to why this is allegedly so. But it is evident that this aspect of the contract claim challenges the school districts' reasoning, their interpretation of statutes, and their ultimate decisions on who will educate their students. Resolving these issues would require delving into the districts' decision-making. We therefore affirm the district court's decision that it lacked subject-matter jurisdiction over Lifespan's claims to the extent Lifespan asks for damages arising from the education services Lifespan provided after the agreements' termination dates.
The district court also granted the school district's motions for judgment on the pleadings under Minnesota Rule of Civil Procedure 12.03 and dismissed Lifespan's statutory claims arising from letters sent to parents by the Anoka-Hennepin and St. Paul districts. On appeal from judgment on the pleadings, we accept as true and consider only the facts alleged in the complaint and draw all reasonable inferences in the nonmoving party's favor. Zutz v. Nelson, 788 N.W.2d 58, 61 (Minn. 2010). "We review de novo whether the complaint sets forth a legally sufficient claim for relief." Id. (quotation omitted). The court gave two independent reasons for its judgment on the pleadings: the
Lifespan's complaints allege that the Anoka-Hennepin and St. Paul districts engaged in deceptive trade practices, violating Minnesota Statutes section 325D.44. Lifespan also asserts that the St. Paul district made a false statement in advertisements, violating Minnesota Statutes section 325F.67. Subdivision 1 of section 325D.44 sets out several acts that constitute a "deceptive trade practice," all of which must be made "in the course of business, vocation, or occupation." Similarly, section 325F.67 regulates advertisements "regarding merchandise, securities, service, or anything so offered to the public, for use, consumption, purchase, or sale."
The district court accurately recognized that these statutes do not apply here. When interpreting statutes, "words and phrases are construed according to rules of grammar and according to their common and approved usage." Minn.Stat. § 645.08(1) (2012). Nothing in these plainly worded commerce-regulating statutes suggests that the legislature intended them to regulate school districts contracting for educational services. And even if this were not so, the school districts' letters to parents and Lifespan employees were neither deceptive trade practices "in the course of business" nor advertisements of services to the public, and so Lifespan does not allege a legally sufficient claim for relief. We therefore affirm the district court's dismissal of Lifespan's statutory claims.
Lifespan's claims based on the districts' breach of their obligation to pay for education services provided before the contracts' specified termination dates would not require the district court to scrutinize the school districts' reasoning or second-guess their policy decisions. The district court therefore has subject-matter jurisdiction over those ordinary contract nonpayment claims and we remand the case so they can be litigated. To the extent that the contract claims also allege that the school districts were bound to continue the relationship and to pay for services beyond the periods specified by contract, however, the district court correctly decided that it lacks subject-matter jurisdiction. The district court did not err by dismissing Lifespan's statutory claims.