ESPINOSA, J.
The issue in this appeal is whether the defendant, the Commissioner of Energy and Environmental Protection, acting through the Public Utilities Regulatory Authority (authority),
The record reveals the following facts that were found by the trial court or that are undisputed, and procedural history. The authority is required pursuant to § 16-243m (a) to "identify those measures that can reduce federally mandated congestion charges, as defined in section 16-1,
The master agreement approved by the authority in the master agreement proceeding contained a financial mechanism known as a "contract for differences" by which the amounts to be paid to or, in some cases, by capacity resources were to be determined.
The authority granted Waterside's motion to open the master agreement proceeding to resolve the capacity clearing price dispute, and, in Docket No. 05-07-14RE02, it combined the dispute with five other disputes that had arisen from other master agreements (combined proceeding). The authority identified the plaintiff as a participant in the combined proceeding. The authority issued a draft decision on May 4, 2011, in which it rejected the capacity resources' interpretation of the master agreement with respect to the capacity clearing price dispute. The plaintiff submitted written exceptions to this portion of the draft decision, stating that it had "an
Thereafter, Waterside submitted to the authority a petition for a declaratory ruling, Docket No. 11-08-09, in which it challenged the authority's decision in the combined proceeding. Although Waterside had asked the authority to amend the master agreement to reflect the intent of the parties in its motion to open, Waterside now argued in its petition for a declaratory ruling that the authority was barred by § 16-243m from modifying the master agreement after its effective date. It further claimed that the decision constituted an unconstitutional taking. The plaintiff filed a motion in support of Waterside's petition in which it requested that the authority make it a party to the proceedings on the petition.
The plaintiff then appealed from the authority's declaratory ruling to the trial court. General Statutes § 4-183. The Office of Consumer Counsel and the power company filed motions to intervene as party defendants in the plaintiff's appeal, which the trial court granted.
The plaintiff then filed a motion to stay the pending administrative appeal pursuant to General Statutes § 52-409
On November 15, 2012, the authority issued its decision pursuant to the remand order of the trial court in the administrative appeal on the question of whether the parties were required to proceed pursuant to the dispute resolution procedures of the Kleen Energy master agreement. The authority concluded that the plaintiff had waived its rights under that provision by failing to raise them in a timely manner, by participating in the combined proceeding and the proceeding on the declaratory ruling, and by failing to object to the propriety of those proceedings. Thereafter, on December 28, 2012, the plaintiff appealed from that decision to the trial court, and that appeal was consolidated with the plaintiff's initial appeal from the authority's declaratory ruling on the capacity clearing price dispute. The Office of Consumer Counsel and the power company also intervened as party defendants in this second appeal.
On December 28, 2012, the plaintiff also filed an application to compel arbitration in the Superior Court for the judicial district of Middlesex (action to compel arbitration). The trial court in the action to compel arbitration ultimately stayed the action, however, pending resolution of the administrative appeal. The court reasoned that allowing the action to compel arbitration to
Thereafter, the trial court in the administrative appeals concluded that the authority had jurisdiction both to determine whether the plaintiff had waived its contractual right to arbitrate the capacity clearing price dispute and to resolve the merits of that dispute in proceedings on a petition for a declaratory ruling pursuant to General Statutes § 4-176(a). The court further concluded that the authority properly had determined that the plaintiff had waived its contractual right to arbitration and that the authority properly had resolved the capacity clearing price dispute. Accordingly, it dismissed the plaintiff's appeals. This appeal followed.
The plaintiff contends on appeal that the trial court improperly determined that: (1) the authority did not violate the plaintiff's contractual right to arbitrate the capacity clearing price dispute; (2) the plaintiff waived its contractual right to arbitrate the dispute; (3) the authority had jurisdiction to rule on the arbitrability of the dispute; (4) the authority had jurisdiction pursuant to § 4-176(a) to issue a declaratory ruling resolving the dispute; and (5) the authority did not violate the plaintiff's constitutional due process rights. We conclude that the authority lacked jurisdiction to resolve the capacity clearing price dispute. Because this conclusion is dispositive, we need not address the plaintiff's other claims.
We begin our analysis with the standard of review. "Administrative agencies are tribunals of limited jurisdiction and their jurisdiction is dependent entirely [on] the validity of statutes vesting them with power and they cannot confer jurisdiction [on] themselves.... We have recognized that [i]t is clear that an administrative body must act strictly within its statutory authority, within constitutional limitations and in a lawful manner.... It cannot modify, abridge or otherwise change the statutory provisions, under which it acquires authority unless the statutes expressly grant it that power." (Internal quotation marks omitted.) Wheelabrator Lisbon, Inc. v. Dept. of Public Utility Control, 283 Conn. 672, 685, 931 A.2d 159 (2007).
"[A] subject matter jurisdictional defect may not be waived ... [or jurisdiction] conferred by the parties, explicitly or implicitly.... [T]he question of subject matter jurisdiction is a question of law ... and, once raised, either by a party or by the court itself, the question must be answered before the court may decide the case.... We have long held that because [a] determination regarding ... subject matter jurisdiction is a question of law, our review is plenary."
We first address the defendants' claim that the authority had jurisdiction to issue the declaratory ruling because it was applying its decision in the master agreement proceeding, in which the authority approved the form of the master agreement, to the specific circumstances involved in the capacity clearing price dispute. As we have indicated, § 4-176(a) provides that an agency may issue a declaratory ruling on the "applicability to specified circumstances of ... a final decision on a matter within the jurisdiction of the agency." (Emphasis added.) Section 4-166(5) defines in relevant part a "`[f]inal decision'" for purposes of the UAPA as "(A) the agency determination in a contested case, (B) a declaratory ruling issued by an agency pursuant to section 4-176, or (C) an agency decision made after reconsideration...." See also General Statutes § 16-9 ("[a]ny final decision, order or authorization of the [authority] in a contested case shall constitute a final decision for the purposes of [the UAPA]"). Because the master agreement proceeding did not involve a contested case, a declaratory ruling or an agency decision made after reconsideration, it did not result in a "final decision" for purposes of § 4-176(a). Accordingly, we conclude that the authority did not have statutory authority to issue a declaratory ruling applying its decision in the master agreement proceeding to the capacity clearing price dispute.
The authority further contends that, because it approved the Kleen Energy master agreement in a contested case, the capacity contract proceeding, the decision was a "final decision" for purposes of § 4-176(a) and, therefore, it had jurisdiction to apply that decision in the proceeding on the petition for a declaratory ruling. The authority's initial decision on the capacity clearing price dispute was issued, however,
We next address the defendants' claim that the authority had jurisdiction to issue a declaratory ruling on the capacity clearing price dispute because it was applying the provisions of a statute within its jurisdiction to the circumstances of the dispute. See General Statutes § 4-176(a) (agency is authorized to issue "declaratory ruling as to ... the applicability to specified circumstances of a provision of the general statutes"). Specifically, the Office of Consumer Counsel points out in its brief to this court that, pursuant to § 16-243m (e), the master agreement was required to transfer "all the rights to the installed capacity ... locational forward reserve capacity and similar rights" from capacity resources to electrical distribution companies and, pursuant to § 16-243m (f), "[e]ach person submitting a proposal pursuant to this section shall agree to forgo or credit reliability must run payments, locational installed capacity payments or payments for similar purposes...." In addition, the power company points out in its brief that § 16-243m (i) provides in relevant part that the master agreement must "(1) result in the lowest reasonable cost of such ... services, (2) increase reliability, and (3) minimize federally mandated congestion charges to the state over the life of the contract...." The authority did not rely on or even refer to these provisions,
The defendants further rely on this court's decision in Wheelabrator Lisbon, Inc. v. Dept. of Public Utility Control, supra, 283 Conn. 672, 931 A.2d 159, and a decision of the Superior Court, Minnesota Methane, LLC v. Dept. of Public Utility Control, Superior Court, judicial district of New Britain, Docket No. CV-04-0527217-S, 2006 WL 894888 (March 20, 2006) (unpublished opinion), aff'd, 283 Conn. 700, 931 A.2d 177 (2007), to support their position that the authority has jurisdiction to interpret a contract that it has approved in a decision. We conclude that those cases are distinguishable. In Wheelabrator Lisbon, Inc. v. Dept. of Public Utility Control, supra, at 679-81, 931 A.2d 159, the plaintiff, Wheelabrator Lisbon, Inc. (Wheelabrator), entered into a contract to sell electricity to the power company, which the Department of Public Utility Control (department) then approved in a proceeding pursuant to General Statutes (Rev. to 1991) § 16-243a and the department's implementing regulations. Thereafter, a dispute arose as to whether the electricity that Wheelabrator had agreed to sell included the right to certain renewable energy certificates. Id., at 682-83, 931 A.2d 159. Wheelabrator claimed that the department lacked jurisdiction to resolve the dispute pursuant to § 4-176 because the dispute involved "a question of the intent of the parties under a privately negotiated agreement, and no state statute confers jurisdiction on the department to decide such an issue." Id., at 684, 931 A.2d 159. We concluded that the resolution of the issue turned on "(1) whether the legislature intended that the word `electricity' in the phrase `rates for electricity purchased from a private power producer ... based on the full avoided costs' in General Statutes [(Rev. to 1991)] § 16-243a (c) ... include the renewable energy component represented by the certificates or, instead, meant generic electricity without the renewable energy component, and (2) whether the electricity that the utility purchased at the avoided cost rate should be applied to its renewable energy portfolio requirement under [General Statutes] § 16-245a (a), or, instead, the utility should be required to purchase both the electricity and the certificates to meet the requirement." (Emphasis in original.) Id., at 688-89, 931 A.2d 159. Because the department was charged with implementing those statutes, we concluded that the department had jurisdiction to resolve the dispute pursuant to § 4-176. Id., at 686-87, 931 A.2d 159; id., at 687, 931 A.2d 159 ("the meaning of the agreement's pricing provisions ... is more a question of legislative intent and public policy than a question of the intent of the parties"). In contrast, as we have explained, the resolution of the capacity clearing price dispute in the present case did not require the authority to construe
Minnesota Methane, LLC v. Dept. of Public Utility Control, supra, Superior Court, Docket No. CV-040527217-S, involved the same issue as Wheelabrator Lisbon, Inc. The trial court in that case concluded broadly that that the department had jurisdiction under § 4-176 to resolve any disputes arising under a contract that the department had approved in a "decision...." Id. On appeal to this court, however, we affirmed the judgment of the trial court on the basis of the same reasoning that we had applied in Wheelabrator Lisbon, Inc. v. Dept. of Public Utility Control, supra, 283 Conn. at 688-89, 931 A.2d 159, namely, that the department had jurisdiction to issue a declaratory ruling pursuant to § 4-176 because it was required to construe and apply General Statutes (Rev. to 2003) § 16-243a and General Statutes (Rev. to 2003) § 16-245a to resolve the dispute. Minnesota Methane, LLC v. Dept. of Public Utility Control, 283 Conn. 700, 712, 931 A.2d 177 (2007). For the reasons that we have explained, to the extent that the trial court's decision in Minnesota Methane, LLC, suggests that the department has broad authority to issue declaratory rulings pursuant to § 4-176 whenever it is asked to interpret a contract that it was involved in drafting, even if the contract was not approved in a contested case and the dispute did not require the department to apply a statute to the specific circumstances of the contractual dispute, we reject any such interpretation.
Indeed, in an attachment to its decision in the master agreement proceeding approving the form of the master agreement, the authority stated that, "in response to bidder calls for having an objective third party serve as an arbiter of these commercial, [nonregulated contracts], [the authority] has removed itself as much as possible from serving ... in a dispute resolution role." (Emphasis added.) Although the term nonregulated is not defined, it is reasonable to conclude that the authority was acknowledging that, after it approved the form of the master agreement and specific parties executed specific master agreements, the authority would no longer have any regulatory authority to set the terms of the master agreement.
In addition, the defendants again rely on this court's decision in Wheelabrator Lisbon, Inc. v. Dept. of Public Utility Control, supra, 283 Conn. at 689, 931 A.2d 159, to support their claim that the authority had jurisdiction to resolve the capacity clearing price dispute pursuant to § 16-9. See id. ("[w]e see no reason to conclude that the department lacked jurisdiction to make these determinations [regarding the ownership of the renewable energy certificates] under §§ 4-176 and 16-9"). As we have explained, however, the issue under review in Wheelabrator Lisbon, Inc., was "more a question of legislative intent and public policy than a question of the intent of the parties" to the relevant contract; id., at 687, 931 A.2d 159; and resolution of the issue required the department to interpret certain specific statutory provisions that it was charged with implementing. In other words, the meaning of the contract provision depended on, and was required to be consistent with, the meaning of specific statutory provisions. Thus, if the department in Wheelabrator Lisbon, Inc., had determined that the contract provision under review was inconsistent with the statutory provisions, the parties were constructively on notice that the provision must be altered to conform to the statutes.
Because we have concluded that the authority lacked jurisdiction to issue a declaratory ruling to resolve the capacity clearing price dispute pursuant to § 4-176 or to resolve the dispute pursuant to § 16-9, there is no need to address the plaintiff's other claims on appeal. Even if we were to assume that the plaintiff's conduct would have constituted a waiver of its right to arbitrate the capacity clearing price dispute if the authority had had jurisdiction to resolve the dispute, the plaintiff's conduct could not confer jurisdiction on the authority that it otherwise would lack. Thus, the plaintiff's claims that the trial court improperly remanded the case to the authority to resolve the waiver issue and that the authority improperly determined that the plaintiff had waived its right to arbitration are moot.
The judgment is reversed and the case is remanded to the trial court with direction to render judgment sustaining the plaintiff's appeal from the authority's declaratory ruling; the judgment dismissing the plaintiff's appeal from the authority's order on remand is affirmed.
In this opinion the other justices concurred.
Although § 16-1(a) has been amended by the legislature since the events underlying the present case; see, e.g., Public Acts 2014, No. 14-134, § 1; those amendments have no bearing on the merits of this appeal. For convenience, we refer to the current revision of the statute.
Waterbury Generation intervened as a party plaintiff only in the plaintiff's administrative appeal to the trial court from the authority's declaratory ruling, but has not participated in this appeal from the judgment of the trial court and, unless otherwise indicated, all references to the plaintiff in this opinion are to Kleen Energy Systems, LLC.
Waterside filed a separate appeal from the authority's declaratory ruling. The trial court in that appeal concluded that the authority had reasonably resolved the capacity clearing price dispute and, accordingly, it dismissed Waterside's appeal.
Similarly, to the extent that the plaintiff suggests that the authority lacked jurisdiction to issue a declaratory ruling to resolve the capacity clearing price dispute pursuant to § 4-176 because the parties to the Kleen Energy master agreement had agreed to submit disputes to arbitration, we find it highly doubtful that, if the authority had jurisdiction to issue a declaratory ruling to resolve a contractual dispute, the parties could deprive the authority of such jurisdiction by agreeing to arbitrate such disputes, although the authority could exercise its jurisdiction only if the parties waived their right to arbitrate. Cf. Catrini v. Erickson, 113 Conn.App. 195, 197, 966 A.2d 275 (2009) (agreement to arbitrate claim does not deprive trial court of jurisdiction to address claim). We need not resolve this issue, however, because we conclude that, even if the Kleen Energy master agreement had not contained the dispute resolution provision, the authority would lack such jurisdiction.