Richard Paul Rutgard v. City of Los Angeles

California’s Eminent Domain Law (Code Civ. Proc.,

§ 1230.010 et seq.)

1 —and, in particular, Code of Civil Procedure

section 1245.245—provides that when “[p]roperty acquired by a

public entity [through eminent domain] . . . is not used for [its

intended] public use . . . within 10 years of adoption of the

resolution of necessity [that authorized its taking],” the entity

must allow the property’s original owner an opportunity to buy it

back “unless the [entity’s] governing body adopts” a new

“resolution” “reauthorizing the existing stated public use.”

(§ 1245.245, subds. (b), (f).) In this case, the City of Los Angeles

adopted an initial resolution in 2007 and a reauthorization

resolution in 2017.

This appeal presents four cascading questions:

First, does a public entity desiring to retain condemned

property under section 1245.245 have to “adopt” its initial and

reauthorization resolutions within 10 years of each other? We

hold the answer is “yes.”

Second, and if there is such a 10-year deadline, which

definition of “adoption” does section 1245.245 use—the date when

the resolutions are initially adopted, are finally adopted, or

become effective? We hold that section 1245.245 uses the date of

“final adoption.”

Third, which law governs the inquiry into whether a

resolution has been finally adopted—the local law governing the

public entity at issue, or a standardized definition imposed by

section 1245.245? We hold that local law fixes when a resolution

is “finally adopted.”

1 All further statutory references are to the Code of Civil

Procedure unless otherwise indicated.

3

Lastly, when are resolutions finally adopted under the local

law applicable here—namely, the city’s charter? We hold that a

resolution is “finally adopted” once the city council has enacted

the resolution and it has either been (1) approved by the mayor,

or (2) vetoed by the mayor, but overridden by the city council.

Because the city in this case finally adopted its initial and

reauthorization resolutions 19 days past the 10-year deadline,

section 1245.245 requires the city to offer to sell the property

back to its original owner. The trial court’s writ so ordering is

accordingly affirmed.

FACTS AND PROCEDURAL BACKGROUND

I. Facts

A. Property at issue

This case concerns a two-story building with 8,300 square

feet of commercial space (the Property). The Property is located

on Figueroa Street in the Highland Park neighborhood of the

City of Los Angeles (the City), and is registered as a City

Historical Monument. In early 2007, the Property was owned by

Richard Paul Rutgard (Rutgard).

B. 2007 Ordinance

On May 29, 2007, the Los Angeles City Council (the City

Council) enacted an ordinance “authorizing the condemnation” of

the Property (the 2007 Ordinance). The 2007 Ordinance

constituted a Resolution of Necessity declaring that the Property

was being “acquired for public purposes”—namely, to serve as a

“constituent service center” for City residents. The 2007

Ordinance passed by a two-thirds majority of the City Council.

On June 8, 2007, the Mayor of the City of Los Angeles (the

Mayor) “approved” the 2007 Ordinance.

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The City calculated the effective date of the 2017

Ordinance to be July 24, 2007. An ordinance presumptively

becomes effective “31 days from its publication” (L.A. City

Charter, vol. I, art. II, § 252), and an ordinance is deemed

“published” if it is “posted . . . for at least ten days in three public

places” (L.A. Admin. Code, § 2.13). The 2017 Ordinance was

posted on June 14, 2007.

C. The interregnum period

On October 16, 2007, the City filed an eminent domain

lawsuit to condemn the Property. In November 2009, the City

and Rutgard settled the lawsuit and the City agreed to pay $2.5

million for the Property.

Due to the “economic downturn in 2008,” the City never

developed the Property into a constituent center.

D. 2017 Ordinance

On June 23, 2017, the City Council enacted an ordinance

“reauthoriz[ing]” the “use of the Property for a constituent service

center” (the 2017 Ordinance). The 2017 Ordinance passed by a

two-thirds majority of the City Council.

On June 27, 2017, the Mayor “approved” the 2017

Ordinance.

The City calculated two different effective dates for the

2017 Ordinance. The City initially calculated the effective date

to be August 7, 2017, based on a posting date of June 28, 2017,

which would constitute publication 10 days later and would

become effective 31 days after that. The very next day, however,

the City re-calculated the effective date to be July 9, 2017, based

(1) on a posting date of June 29, 2017, which would constitute

publication 10 days later, and (2) on a finding that the ordinance

should take “effect[] upon publication” under section 252 of the

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city charter (thus bypassing the presumptive, 31-day waiting

period).

II. Procedural Background

On July 24, 2017, Rutgard filed a verified petition for a writ

of mandate alleging that the City had a “present legal duty” to

“offer [him] a right of first refusal to purchase” the Property

under section 1245.245 because its reauthorization of the 2007

taking was untimely.2 After the City filed an answer, after

briefing on the merits, and after a hearing, the trial court issued

a seven-page ruling granting Rutgard’s petition.

The trial court ruled that the City had a “clear, present,

ministerial duty to offer [Rutgard] the right of first refusal to

purchase the Property” under section 1245.245 because the 2017

Ordinance was not timely under that section. The court reasoned

that the City “adopted its initial resolution of necessity on May

29, 2007,” which was the day the City Council initially adopted

the resolution; that the City had “failed to use the Property as a

constituent service center”; and that all of the City’s acts to pass

a reauthorization resolution occurred in June 2017, which was

more than 10 years after May 29, 2007. The court rejected the

City’s argument that section 1245.245’s 10-year clock should not

begin to run until the date the 2007 Ordinance became effective

(that is, on July 24, 2007) because, in the court’s view, “[the]

language [of section 1245.245] could not be clearer: The 10-year

2 Rutgard also alleged a claim for declaratory relief, but

voluntarily dismissed that claim after the trial court granted his

writ petition.

Although Rutgard’s petition sought relief against the City

and the City Council, the City responded that the City Council is

“not a separate legal entity from the City” and the trial court

ultimately entered judgment against the City alone.

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clock begins running on the date of adoption, not . . . the effective

date of the ordinance.” The court further found that section

1245.245’s legislative history was consistent with its text: Both

set the deadline for a new, reauthorization resolution as “within

10 years of the adoption of the [original] resolution of necessity”

(italics added).3

Following the entry of judgment and the issuance of a writ

of mandate, the City filed this timely appeal.

DISCUSSION

The City argues that the trial court erred in granting

Rutgard’s writ of mandate. A court may issue a writ of mandate

only if the petitioner establishes (1) “‘“a clear, present

. . . ministerial duty on the part of the respondent”’ [citations]”;

(2) “a correlative ‘“clear, present and beneficial right in the

petitioner to the performance of that duty”’ [citations]”; and (3)

“no ‘plain, speedy, and adequate’ alternative remedy exists

[citation].” (People v. Picklesimer (2010) 48 Cal.4th 330, 340

(Picklesimer); People ex rel. Younger v. County of El Dorado

(1971) 5 Cal.3d 480, 490-491 (Younger); see generally §§ 1085,

1086.) “A ministerial duty is an obligation to perform a specific

act in a manner prescribed by law whenever a given state of facts

exists, without regard to any personal judgment as to the

propriety of the act.” (Picklesimer, at p. 340.) A court may issue

a writ of mandate against a local entity such as a city (Younger,

at p. 491 [“[t]he writ will issue against a . . . city”]), and may do so

when a public entity fails to perform acts prescribed by our

3 The court also rejected the City’s argument that the 10-

year clock should not begin to run until the date the Property was

acquired by a public entity. The City does not press that

argument in this appeal.

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state’s Eminent Domain Law (e.g., Inglewood Redevelopment

Agency v. Aklilu (2007) 153 Cal.App.4th 1095, 1114). In

reviewing the trial court’s issuance of a writ of mandate in this

case, we are reviewing its interpretation of the Eminent Domain

Law and its application of that law to undisputed facts. Our

review of each is de novo (Union of Medical Marijuana Patients,

Inc. v. City of San Diego (2019) 7 Cal.5th 1171, 1183; Professional

Engineers in California Government v. Kempton (2007) 40 Cal.4th

1016, 1032), and we are accordingly not bound by either the trial

court’s ruling or its rationale (see Williams v. Superior Court

(2013) 221 Cal.App.4th 1353, 1361).

Under our state’s Constitution, a public entity’s eminent

domain power authorizes the condemnation of private property

only if “the public interest and necessity” so “require” and the

property’s owner is “just[ly] compensat[ed]” for the taking. (Cal.

Const., art I, § 19; see also U.S. Const., 5th Amend; §§ 1240.010,

1240.030.) To exercise this power, the public entity must at the

outset “adopt[] a resolution of necessity” specifying, among other

things, “the public use for which the property is to be taken.”

(§§ 1240.040, 1245.230.)

To ensure that public entities do not use their eminent

domain power to acquire a property and then hold or “bank[]”

that property indefinitely without ever putting it to its intended

public use, our Legislature in 2006 enacted section 1245.245. In

pertinent part, subdivision (b) provides:

“Property acquired by a public entity . . . that is

. . . not used for the public use stated in the [original]

resolution of necessity within 10 years of the adoption

of th[at] resolution . . . shall be sold in accordance

with the terms of subdivision[] (f). . ., unless the

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governing body adopts a resolution . . . reauthorizing

the existing stated public use of the property by a

vote of at least two-thirds of all members of the

governing body of the public entity or a greater vote

as required by statute, charter, or ordinance.”

(§ 1245.245, subd. (b)). Subdivision (f), in turn, provides in

pertinent part:

“If the public entity fails to adopt . . . a

reauthorization resolution . . ., and that property was

not used for the public use stated in [the property’s

original] resolution of necessity . . . between the time

of its acquisition and the time of the public entity’s

failure to adopt a [reauthorization] resolution . . ., the

public entity shall offer the person or persons from

whom the property was acquired the right of first

refusal to purchase the property . . . [a]t the present

market value.”

(§ 1245.245, subd. (f).)

On appeal, the City argues that it complied with section

1245.245’s mandate—and that the trial court erred in granting a

writ premised on the City’s noncompliance—because (1) section

1245.245 imposes no time limit whatsoever on the public entity’s

adoption of a reauthorization resolution (because, in the City’s

view, the statute’s 10-year deadline sets the time period during

which the public entity must fail to put the property to public use

and not the time period for enacting a reauthorization

resolution),

4 and (2) even if section 1245.245 requires a public

4 Although the City raises this argument for the first time on

appeal, it turns entirely on a question of law (namely, statutory

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entity to adopt a reauthorization resolution within 10 years of

adopting the original resolution, a resolution is “adopted” on the

date it becomes effective, and here the effective dates of the 2007

Ordinance and 2017 Ordinance are less than 10 years apart.5

The City’s two main arguments ultimately break down

into—and hence present—four questions: (1) Does section

1245.245 obligate a public entity to “adopt” a reauthorization

resolution within 10 years of adopting its original resolution?, (2)

If so, how does section 1245.245 define when a resolution is

“adopted”?, (3) Does section 1245.245 incorporate its own

definition of initial adoption, final adoption or effective date, or

does it instead look to local law to define those terms?, and (4)

How does the local law governing the City’s adoption of

resolutions define the relevant term?

interpretation) that we may, and in this case do, choose to

entertain. (People v. Runyan (2012) 54 Cal.4th 849, 859, fn. 3.)

5 The City raises a third argument, but it is frivolous. The

City asserts that this case is inappropriate for a writ of mandate

because the adoption of a resolution of necessity is a

discretionary, quasi-legislative act and thus one that the City has

no ministerial duty to undertake, thereby negating one of the key

requirements for writ relief. (Picklesimer, supra, 48 Cal.4th at p.

340; Fullerton Joint Union High School Dist. v. State Bd. of

Education (1982) 32 Cal.3d 779, 786 [“quasi-legislative decisions”

are reviewed solely for arbitrariness].) This assertion is frivolous

because Rutgard is not attacking the City’s discretionary decision

whether to adopt the reauthorization resolution, but is instead

seeking to enforce section 1245.245’s duty to make him a buyback offer, a duty that is mandated by statute once the statute’s

10-year deadline is blown. (§ 1245.245, subds. (b) & (f).)

10

I. Does Section 1245.245’s 10-Year Deadline Apply To

The Public Entity’s Duty To “Adopt” A Reauthorization

Resolution?

The City argues that section 1245.245 does not impose any

time limit on a public entity’s adoption of a reauthorization

resolution because the statute refers to “10 years” only when

defining how long the property has not been put to its designated

“public use” (in one clause of subdivision (b)) and not when it

refers to the adoption of a reauthorization resolution (elsewhere

in subdivision (b) or in subdivision (f)). The Legislature’s failure

to re-state the “10 year” limit when specifically discussing

reauthorization resolutions, the City reasons, means that there is

no time limit for those resolutions. We reject this argument.

Whether section 1245.245 requires the public entity to

adopt its reauthorization resolution within 10 years of adopting

its original resolution presents a question of statutory

interpretation. When interpreting a statute, “[o]ur fundamental

task . . . is to ascertain the Legislature’s intent so as to effectuate

the law’s purpose.” (People v. Mendoza (2000) 23 Cal.4th 896,

907.) As noted above, the undisputed purpose of subdivisions (b)

and (f) of section 1245.245 is to foreclose public entities from

indefinitely retaining property that was acquired through

eminent domain but not put to public use, and the statute

achieves this purpose by giving public entities three options: Put

the property to public use within 10 years, adopt a new resolution

reauthorizing that use, or sell the property (with a right of first

refusal to the original owner). The only way to ensure that

section 1245.245 achieves its purpose is to require that the new,

reauthorization resolution be adopted within 10 years of the

original resolution. The contrary construction urged by the

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City—namely, that section 1245.245 imposes no deadline for

adopting a reauthorization resolution—would allow public

entities to put off that task forever and, in so doing, allow them to

indefinitely retain condemned property without ever putting it to

public use, which is precisely the evil section 1245.245 was

intended to prevent. As between the construction of section

1245.245 that furthers its purpose and the one that undermines

it, we must go with the former. (Pineda v. Bank of America, N.A.

(2010) 50 Cal.4th 1389, 1397; Diaz v. Grill Concepts Services, Inc.

(2018) 23 Cal.App.5th 859, 875.)

The City resists this conclusion with what boils down to

three arguments. First, the City asserts its interpretation of

section 1245.245 is supported by one of the canons of statutory

construction—namely, that a legislature’s use of “different

language in statutory provisions addressing the same subject”

means that provisions with different language should have

different meanings. (E.g., People v. Trevino (2001) 26 Cal.4th

237, 242.) Citing this canon, the City continues that our

Legislature did not intend to impose a 10-year deadline for a

reauthorization resolution because it included a 10-year deadline

in the clause of subdivision (b) addressing the failure to use the

property for public use but not the clause in subdivision (b)

addressing reauthorization resolutions or in subdivision (f), and

further distinguished the two acts of failing to use the property

versus adopting a reauthorization resolution—by using different

verb tenses (past versus present) when describing them. These

assertions ignore that the canons of statutory construction are

merely “‘guides to help courts determine likely legislative

intent.’” (Burris v. Superior Court (2005) 34 Cal.4th 1012, 1017.)

Where, as here, our Legislature’s purpose is abundantly clear,

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canons of construction must yield to that purpose; they certainly

cannot be used to undermine it. (Roberts v. United Healthcare

Services, Inc. (2016) 2 Cal.App.5th 132, 146 [“Where . . . [a] canon

leads to a result at odds with the otherwise clearly expressed

legislative intent, the canon necessarily yields to that intent.”].)

Second, the City cites to a passage from the legislative

history of section 1245.245 indicating that the statute “would not

impose arbitrary or inflexible restrictions on public entities’

future land use decisions,” and on this basis contends that section

1245.245 should not be construed to require a public entity to

adopt a reauthorization resolution within 10 years because such

a fixed deadline would be arbitrary and inflexible. We reject this

contention for several reasons. To begin, the passage the City

cites does not refer to deadlines at all and appears instead to be

referring to section 1245.245’s flexibility in giving public entities

the option to choose whether to sell an acquired property or

instead to adopt a reauthorization resolution. More to the point,

this passage cannot justify a construction of section 1245.245—

that is, the absence of any deadline—that is wholly inconsistent

with our Legislature’s reason for enacting the statute in the first

place. Indeed, even the City acknowledges the need for some

deadline for a reauthorization resolution when it notes that, even

under its view, the 10-year mark would still be the “default”

deadline and the “natural trigger” for “taking up [a]

reauthorization resolution,” and even goes so far as to offer up its

prediction that the 10-year deadline would be met “in the normal

course of events.” Thus, the City seems to suggest that section

1245.245 should be read to impose a 10-year limit that is more of

a guide-line than a dead-line. But there is absolutely no basis for

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fashioning such a “meet it if you feel like it” deadline—either

from the text or legislative history of section 1245.245.6

Lastly, the City argues that there is no reason to construe

section 1245.245 to impose a 10-year deadline for adopting a

reauthorization resolution because public entities could easily

subvert such a deadline by simply enacting a new resolution of

necessity. The City is wrong. To the extent the City is arguing

that a public entity can blow the 10-year deadline for a

reauthorization resolution but sidestep the consequences of doing

so under section 1245.245 by holding onto the property and

thereafter enacting a brand new, “original” resolution of necessity

subject to no time restrictions whatsoever, we reject this

argument. Because we read statutes “‘“with reference to the

entire scheme of law of which [they are a part] so that the whole

may be harmonized and retain effectiveness”’” (Horwich v.

Superior Court (1999) 21 Cal.4th 272, 276 (Horwich)), we

necessarily read the eminent domain statutes to prevent this

type of gamesmanship because it would authorize an end-run

around section 1245.245’s 10-year deadline that would render its

provisions a complete nullity. (Williams v. Superior Court (1993)

5 Cal.4th 337, 357 [“An interpretation that renders statutory

language a nullity is obviously to be avoided.”].) To the extent

the City is arguing that a public entity that blows the 10-year

deadline and sells the property has the power to thereafter

initiate an entirely new eminent domain proceeding with a new

6 Because section 1245.245’s 10-year fixed deadline also does

not depend on a public entity’s reasons for the delay in

development, the trial court properly sustained relevance

objections to the City’s evidence as to why it did not develop the

property between 2007 and 2017.

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resolution of necessity to reacquire the property, this is true but

ignores that this alternative process entails substantial

transaction costs such as having to conduct a new valuation of

property and to engage in negotiations with the owner. (See

§ 1245.230, subd. (c)(4); Gov. Code, § 7267.2; see Joffe v. City of

Huntington Park (2011) 201 Cal.App.4th 492, 504.) These costs

negate the very premise of the City’s argument that this process

would be an easy and viable substitute for a reauthorization

resolution.

II. How Does Section 1245.245 Define When Initial And

Reauthorization Resolutions Are “Adopted”?

Because section 1245.245, subdivision (b) requires a public

entity seeking to retain a property previously acquired by

eminent domain but not put to public use to “adopt[]” a resolution

reauthorizing that use “within 10 years of the adoption of [its

original] resolution of necessity” (§ 1245.245, subd. (b), italics

added), the next question is: How does section 1245.245 define

when a resolution is “adopted”? Section 1245.245 provides no

express definition. Where, as here, a public entity’s adoption of a

resolution of necessity requires some initial action by the entity’s

legislative body followed either by executive concurrence or a

legislative override, “adoption” could have one of three possible

meanings: (1) when the resolution is initially adopted by the

entity’s legislative body (but prior to completion of the additional

steps necessary to finally adopt the resolution), (2) when the

resolution is finally adopted through initial adoption followed by

executive concurrence or legislative override, or (3) when the

resolution becomes effective, which is typically after final adoption

followed by publication of the resolution. Choosing among these

three adoptions turns on two questions: (1) Does section

1245.245 look to a resolution’s “adoption” date or its “effective”

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date?, and (2) If section 1245.245 looks to the “adoption” date,

does it look to the date a resolution is initially adopted or finally

adopted?

A. Adoption date versus effective date

As between the date that a public entity adopts a resolution

and the date that resolution becomes effective, section 1245.245

looks to the date of adoption. The date a resolution or any other

law is adopted and the date it becomes effective are separate

dates (Ross v. Board of Retirement of Alameda County Employees’

Retirement Assn. (1949) 92 Cal.App.2d 188, 193 [“the date of

‘adoption’ or passage of an ordinance or statute is not the date the

enactment becomes . . . effective”]; Gleason v. Santa Monica

(1962) 207 Cal.App.2d 458, 461 [same]), and section 1245.245

specifies that the relevant date is the date of adoption. We are

obligated to give effect to the statute’s plain text and may not

swap one term for the other. (Dyna-Med, Inc. v. Fair

Employment & Housing Com. (1987) 43 Cal.3d 1379, 1386-1387

[courts “must look first to the words of the statute[]” itself];

California Teachers Assn. v. Governing Bd. of Rialto Unified

School Dist. (1997) 14 Cal.4th 627, 633 [courts have “‘no power to

rewrite [a] statute’”].) Using the date a resolution is adopted

(rather than the date it becomes effective) is also more consistent

with the approach taken throughout the Eminent Domain Law.

(Horwich, supra, 21 Cal.4th at p. 276 [statute should be read

“‘“with reference to the entire scheme of law of which it is a

part”’”].) That is because the timing for a public entity’s eminent

domain proceeding and for a property owner’s inverse

condemnation action are also keyed to the date the public entity

“adopt[s]” the resolution of necessity, not the date that resolution

becomes effective. (§§ 1245.220 [date for eminent domain

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proceeding], 1245.260 [date for inverse condemnation action].) In

all of these situations, the focus is on what the public entity has

done or not done; the effective date, by contrast, is typically keyed

to the subsequent, “ministerial act[]” of publication “for the

purpose of authenticating the [public entity’s] action . . ., and

giving notice of” that action (Pacific Palisades Asso. v.

Huntington Beach (1925) 196 Cal. 211, 221).

The City makes two arguments in favor of its view that

section 1245.245 looks to the effective date. First, the City cherry

picks passages from a handful of cases and statutes, each of

which can be read to equate a law’s adoption with its effective

date. (E.g., Modesto City Schools v. Education Audits Appeal

Panel (2004) 123 Cal.App.4th 1365, 1375 (Modesto) [“‘adopt’

means . . . ‘to accept formally and put into effect’”], italics added;

Watsonville Pilots Assn. v. City of Watsonville (2010) 183

Cal.App.4th 1059, 1072 (Watsonville) [same]; Health & Saf. Code,

§ 18906 [“‘adopt’ means, with respect to the procedure for

promulgation of a building standard, the final act of a state

agency”]; Civ. Code, § 1834.9, subd. (f)(9) [deferring to alternative

methods of animal testing if “adopted by” federal agencies and

defining “‘[a]dopted by a federal agency’” as “a final action taken

by an agency, published in the Federal Register, for public

notice”].) This authority is unhelpful. Not only do these cases

and statutes arise in wholly unrelated contexts, but they also do

not involve a choice between the date of a law’s adoption and the

law’s effective date (Modesto, at pp. 1374-1375 [school district did

not “adopt” valid independent study agreements because the

agreements it enacted did not contain the content required by

state law]; Watsonville, at pp. 1070-1072 [city did not “adopt”

valid airport land use commission because its city plan did not

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contain the content required by state law]), and the two cases the

City cites merely parrot definitions plucked from a dictionary and

that are thus to be approached with “‘great caution’” (Stennett v.

Miller (2019) 34 Cal.App.5th 284, 293, fn. 4; MacKinnon v. Truck

Ins. Exchange (2003) 31 Cal.4th 635, 649). More to the point, the

City’s proffered authority in no sense overrides the considerations

we have found to be determinative with respect to section

1245.245—namely, our Legislature’s decision to use a resolution’s

date of “adoption” (rather than the “effective date”) as a common

point of reference throughout the Eminent Domain Law as well

as its decision to look to “adoption” date rather than “effective

date” (as opposed to equating the two concepts). (Cf. Modesto, at

p. 1377 [treating legislative intent of specific statute at issue as

dispositive].)

Second, the City argues that there are downsides to

defining section 1245.245’s 10-year clock by reference to the date

a resolution is adopted rather than its effective date because

doing so will likely leave a public entity with less than a full 10

years to develop the condemned property. Once a resolution is

finally adopted, a public entity may have to wait for it to become

effective (either under its charter or under the Elections Code

provisions applicable to non-charter cities that mandate a delay

of 30 days to allow for possible voter referenda (Elec. Code,

§§ 9235, 9237; see id. § 9247 [these provisions inapplicable to

charter cities and counties])). And a public entity will need to

start preparing a reauthorization resolution prior to the 10-year

deadline if it hopes to finally adopt that resolution before that

deadline. These are valid observations. But there are also

downsides to defining section 1245.245’s 10-year clock by

reference to the effective date of a resolution. Chief among them

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is the potential for a public entity to manipulate that date by

advancing or delaying the date of publication (even within the

discretion legally granted to the entity under its governing law).

Indeed, the City in this very case calculated the effective date of

the 2017 Ordinance twice to select an effective date that it

believed would satisfy section 1245.245’s deadline. Given that

both options have what may be viewed as drawbacks, our

Legislature’s decision to use the adoption date of a resolution

rather than its effective date was not an absurd choice; absent

absurdity, we may not ignore section 1245.245’s plain text.

(People v. Broussard (1993) 5 Cal.4th 1067, 1071.) If anything,

our Legislature’s decision to go with the date of “adoption”

dovetails perfectly with the maxim that favors construing

statutes in a manner that prevents “mischief” rather than

encouraging it. (Freedland v. Greco (1955) 45 Cal.2d 462, 468.)

B. Initial adoption versus final adoption

As between the date that a public entity initially adopts a

resolution and the date it finally adopts it, section 1245.245 looks

to the date of final adoption. There is no distinction between

these dates when a public entity’s process of enacting a resolution

requires only the vote of the entity’s legislative body (as it does

for cities without charters) (Gov. Code, § 36936); as to such

entities, the date of initial adoption is also the date of final

adoption. But when a public entity’s process of enacting a

resolution requires the initial adoption by the entity’s legislative

body plus the concurrence of the entity’s executive or, failing that,

a second vote of the legislative body to override the executive’s

veto, the pertinent date under section 1245.245 is the date that

all the necessary steps for enactment are completed—that is, the

date of final adoption. That is because, as noted above, section

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1245.245 and the eminent domain statutes focus on when a

public entity acts (or fails to act). A public entity with a multistep enactment process has not acted until all of those steps are

completed; the initial adoption of a resolution by such an entity’s

legislative body is most certainly a step in that process (and,

indeed, often the biggest and most important step), but that step

is ineffectual by itself and may turn out to be wholly ineffectual if

the entity’s executive vetoes the initially adopted resolution and

the legislative body cannot or does not override that veto. We

divine no rational reason why our Legislature would peg the start

and end of its 10-year clock to a date corresponding to an

ineffectual, intermediary point in the more complex process of

enactment used by many public entities, and accordingly

conclude section 1245.245 looks to the date that a public entity

finally adopts its resolutions.

Rutgard offers one argument in favor of its view that

section 1245.245 looks to the date a resolution is initially

adopted. He argues that section 1245.245 focuses on when a

public entity’s “governing body” adopts a reauthorization

resolution (§ 1245.245, subd. (a), italics added); that the Eminent

Domain Law defines a public entity’s governing body as “the

legislative body of the local public entity” (§ 1245.210, subd. (a),

italics added); and that the “adoption of a resolution” under

section 1245.245 must therefore focus solely on when the

legislative body initially adopted the resolution. This text-based

argument overlooks that section 1245.245, subdivision (b),

expressly defers to whatever “greater vote” is “required by

statute, charter, or ordinance.” (§ 1245.245, subd. (b), italics

added.) Here, as discussed more fully below, the City’s charter

requires more than just a vote of the City Council before an

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ordinance is adopted: It requires a mayoral concurrence or,

failing that, a three-fourths override vote of the City Council.

III. To What Law Does Section 1245.245 Look In

Assessing Whether A Public Entity’s Resolutions Are

Finally Adopted?

Because section 1245.245 looks to the date of “final

adoption,” the next question becomes: Does section 1245.245

supply its own, standardized, one-size-fits-all definition of “final

adoption” or does it defer to however the law governing the public

entity at issue defines “final adoption”? We conclude that section

1245.245 incorporates the local law definition, and reach this

conclusion for two reasons.

First, section 1245.245 does not purport to define

“adoption” or, as we have construed that term, “final adoption,”

and we are loathe to fashion a uniform definition out of whole

cloth where our Legislature has declined to do so. (People ex rel.

Pierson v. Superior Court (2017) 7 Cal.App.5th 402, 414

[declining to fill a gap when “the judiciary would be required to

fill [a] void out of whole cloth”]; see also, Freeman v. Wal-Mart

Stores, Inc. (2003) 111 Cal.App.4th 660, 667 [“it is not for this

court to fill the statutory void”].)

Second, section 1245.245 elsewhere looks to local

“charter[s] or ordinance[s]” governing the process by which a

public entity’s governing body “adopts” resolutions (§§ 1240.040,

1245.245, subd. (b)). There is good reason to apply this same

approach of looking to local law to determine when a resolution is

“finally adopted.” The Eminent Domain Law applies to “public

entit[ies]” (§ 1245.220), and defines that term to apply broadly to

the “state” itself as well as any “county, city, district, public

authority, public agency, and any other political subdivision in

the state” (§ 1235.190). While some of these political subdivisions

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are subject to the general law of the state, cities with charters

(and, to a lesser extent, counties with charters) have “‘home rule’”

authority to opt out of the general law and follow their own law

as to the “‘municipal affairs’” governed by their charters. (First

Street Plaza Partners v. City of Los Angeles (1998) 65 Cal.App.4th

650, 660 (First Street); State Building & Construction Trades

Council of California v. City of Vista (2012) 54 Cal.4th 547, 556;

Cal. Const., art. XI, §§ 3, 5.) These municipal affairs include the

“structure and organiz[ation]” of a charter city’s “government”

(Dibb v. County of San Diego (1994) 8 Cal.4th 1200, 1207), which

necessarily entails the process for enacting ordinances, including

resolutions of necessity. Because chartered public entities are

constitutionally empowered to “combine executive, legislative and

judicial functions in a manner different from the structure that

the California Constitution prescribes for state government”

(Lockyer v. City & County of San Francisco (2004) 33 Cal.4th

1055, 1093, fn. 23; D’Amato v. Superior Court (2008) 167

Cal.App.4th 861, 869), it makes sense to construe section

1245.245 in a way that acknowledges—rather than squelches—

this freedom to experiment.

IV. When Is A Resolution Finally Adopted Under The

Los Angeles City Charter?

Because we have concluded that section 1245.245’s 10-year

deadline looks to the date a public entity’s initial and

reauthorization resolutions are finally adopted and defers to the

definition of final adoption supplied by the law governing the

public entity at issue, the final question becomes: How does the

City define when a resolution is finally adopted?

The City is a charter city that has invoked its

constitutional “home rule” authority over municipal affairs. (L.A.

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City Charter (Charter), vol. I, art. I, § 101 [so declaring]; First

Street, supra, 65 Cal.App.4th at p. 661 [so noting].)

The City’s charter “vests” the City Council with “[a]ll

legislative power” to be “exercised by [enacting] ordinance[s],” but

makes that power “subject to the power of veto by the Mayor.”

(Charter, vol. I, art. II, § 240.) The Charter goes on to specify the

resulting “[p]rocedure for [a]doption of [o]rdinances” in a section

of the Charter so entitled. (Id., § 250.) The first step is for the

City Council to “pass[]” an ordinance. (Id., § 250, subd. (a).) The

next step is for the Mayor either (1) to “approv[e]” the ordinance,

by signing it or by taking no action for 10 days after the

ordinance is presented to him, or (2) to “veto” the ordinance. (Id.,

§ 250, subd. (b).) If the Mayor vetoes the ordinance, the final step

is for the City Council to override that veto with a greater vote

(two-thirds if a majority was required to pass the ordinance, and

three-fourths if two-thirds or more was required). (Id., § 250,

subd. (c).) The Charter elsewhere explains that an ordinance

that is “finally adopted” does not become “effective” until 31 days

after it is “publi[shed]” or posted for 10 days unless the ordinance

qualifies for immediate effectiveness. (Id., §§ 251-253; L.A.

Admin. Code, § 2.13.)

Under the City’s charter, an ordinance is “finally adopted”

once it has passed the City Council and either (1) been approved

by the Mayor or (2) if not approved, passed by a second, override

vote of the City Council. The Charter labels this entire process—

not just the first step of City Council initially passing the

ordinance—under the heading of “Procedure for Adoption of

Ordinances” (Charter, vol. I, art. II, § 250), and this heading is

entitled to “considerable weight.” (People v. Hull (1991) 1 Cal.4th

266, 272 [“‘“section headings”’” “‘are entitled to considerable

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weight’” “‘“in determining legislative intent”’” (citation omitted)].)

What is more, an ordinance is finally adopted under the City’s

charter before it becomes effective. Section 251 of the Charter

explicitly distinguishes between the “final[] adopt[ion]” of an

ordinance and when it “take[s] effect.” (Charter, vol. I, art. II,

§ 251.) Indeed, our Supreme Court recognized as much when

interpreting a preceding version of the City’s charter that used

identical language. (Solomon v. Alexander (1911) 161 Cal. 23, 26

[“‘finally adopted’ . . . does not mean taking effect of the ordinance

by publication.”].) Nor is the distinction between an ordinance’s

adoption and its effective date unique to the City’s charter: Even

the general law applicable to non-charter cities (and that has no

mayoral component) draws a similar distinction between

adoption and effective date. (Compare Gov. Code, §§ 36936,

36933 [procedure for passage] with id. § 36937 [procedure for

effective date]; see generally, Fletcher v. Porter (1962) 203

Cal.App.2d 313, 324 [general law provisions “apply to general law

cities only and do not regulate charter cities”].)

Rutgard argues that no matter what the Charter might say

about when an ordinance is “adopted” or “finally adopted,” the

City officials in this case treated the 2007 Ordinance as being

“adopted” on May 29, 2007, and were otherwise sloppy in

referring to when that ordinance was “passed,” “approved” or

“adopted.” In support of this argument, Rutgard points to a May

2015 motion by one member of the City Council referring to the

2007 Ordinance as being “approved” on May 27, 2007 (a date that

is, itself, off by two days); a subsequently prepared draft for the

2017 Ordinance refers to the 2007 Ordinance as being “approved”

on that date as well. This is irrelevant. A single Council member

does not purport to speak for the entire City (Myers v. Philip

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Morris Companies, Inc. (2002) 28 Cal.4th 828, 845 [“single

legislator” does not “reflect . . . the views . . of the Legislature as a

whole”]), and even if he did, his misstatement or

misapprehension regarding when an ordinance is “finally

adopted” under the Charter does not somehow amend the

Charter in this regard. Nor do his statements create any

estoppel, as the City’s error was to its own detriment and

Rutgard has accordingly failed to allege or substantiate any

detrimental reliance. (Long Beach v. Mansell (1970) 3 Cal.3d

462, 494; Penn-Co v. Board of Supervisors (1984) 158 Cal.App.3d

1072, 1081.) The same is true for the imprecise language

regarding the 2007 Ordinance that is littered throughout the

administrative record.

V. Application

Under the law as we have construed it and the undisputed

facts, the 2017 Ordinance is not timely under section 1245.245.

The 2007 Ordinance was finally adopted on June 8, 2007, which

is the date that the Mayor approved the City Council-enacted

initial resolution of necessity for the Property. The 2017

ordinance was finally adopted on June 27, 2017, which is the date

that the Mayor approved the City Council-enacted

reauthorization resolution. Because the reauthorization

resolution was not “adopted” “within 10 years” of the initial

resolution, it is untimely and the City is statutorily obligated—by

section 1245.245, subdivisions (b) and (f)—to sell the Property

and to give Rutgard a right of first refusal in purchasing it.

The judgment is affirmed. Rutgard is entitled to his costs on appeal.