Genesis Partners, Limited Partnership v. City of Bridgeport, West Virginia et al

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF WEST VIRGINIA
CLARKSBURG
GENESIS PARTNERS, LIMITED PARTNERSHIP,
Plaintiff,
v. CIVIL ACTION NO. 1:24-CV-106
(KLEEH)
CITY OF BRIDGEPORT, WEST VIRGINIA,
and G. ANDREW LANG,
Defendants.
MEMORANDUM OPINION AND ORDER GRANTING PLAINTIFF’S
MOTION FOR SUMMARY JUDGMENT [ECF NO. 17] AND DEFENDANTS’ MOTION
FOR CONSIDERATION OF SUPPLEMENTAL EXHIBIT [ECF NO. 25]
Pending before the Court are Plaintiff’s Motion for Summary
Judgment [ECF No. 17] and Defendants’ Motion for Consideration of
Supplemental Exhibit [ECF No. 25]. For the reasons stated therein,
the Motions [ECF Nos. 17, 25] are GRANTED.
I. RELEVANT PROCEDURAL BACKGROUND
Plaintiff, Genesis Partners, Limited Partnership (“Genesis”
or “Plaintiff”), filed a single Count Complaint in this Court on
November 18, 2024, seeking declaratory judgment. ECF No. 1. The
Defendants City of Bridgeport, West Virginia (the “City”) and G.
Andrew Lang “Lang) (collectively “Defendants”) filed their Answer
[ECF No. 24] on October 16, 2025. Genesis filed the subject Motion
for Summary Judgment on May 1, 2025, along with supporting
memorandum. ECF Nos. 17, 18. Defendants responded in opposition to
summary judgment on May 22, 2025 [ECF No. 19] and Plaintiff replied
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in further support of its Motion on June 5, 2025. ECF No. 20.
Additionally, on October 20, 2025, Defendants filed a Motion for
Consideration of Supplemental Exhibit [ECF No. 25], which seeks to
attach a Memorandum of Understanding (“MOU”) [ECF No. 25-1, Ex. A]
to the summary judgment record. Plaintiff opposes the
consideration of the MOU on procedural and substantive grounds.
ECF No. 26. The Court heard oral argument on the subject motions
on January 6, 2026.
II. FACTUAL BACKROUND
The factual background in this case is largely undisputed.
In 2002, the West Virginia Legislature passed the West Virginia
Tax Increment Financing Act (“TIF Act”). ECF No. 17 at pp. 3-4;
ECF No. 19 at p. 1. The TIF Act governs the use of tax increment
financing, which is a method of public funding that uses future
increases in property tax revenue to fund public infrastructure
projects. ECF No. 17 at p. 3. Specifically, the TIF Act authorizes
county commissions and municipal governments to create development
or redevelopment districts (“TIF districts”) to stimulate economic
growth. Id.; W. Va. Code § 7-11B-1 et seq. Under the TIF Act, a
TIF district requires the formal consent of the municipality it
sits in before it can be established. Id.; ECF No. 19 at p. 2.
On March 28, 2005, the City of Bridgeport and Genesis
Partners, Limited Partnership entered a Memorandum of
Understanding (“MOU”). Ex. 25-1. The MOU incorporates three
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exhibits: A – TIF District boundaries; B – Charles Pointe
Illustrative Plan1; and C – the City’s Resolution (ECF No. 19-1).
Id. In the MOU, the City agreed to annex property in its corporate
limits prior-to or contemporaneously with Harrison County’s
issuance of TIF bond. ECF No. 19-1. The City further agreed therein
to consent to the creation of the TIF district (“District No. 2”)
and the MOU constituted the entire agreement. Id.
On March 31, 2005, pursuant to the TIF Act, the Harrison
County Commission authorized the creation of a TIF district in
Bridgeport, West Virginia, with the city’s prior consent. ECF No.
18 at p. 5; ECF No. 19-1 (“Resolution”). District No. 2’s purpose
was to “benefit the City and its residents by facilitating the
orderly development and economic stability of the City.” ECF No.
19-1. Genesis, a registered West Virginia Limited Partnership, was
responsible for developing District No. 2. ECF No. 18 at p. 5;
ECF. No. 25-1 (“MOU”).
On February 27, 2023, the West Virginia Legislature passed an
amendment to the TIF Act that authorized up to a fifteen-year
extension for TIF districts established before December 31, 2020,
without consent of the municipality (hereinafter “H.B. 3340” or
“2023 Amendments”). ECF No. 18 at pp. 4-5; ECF No. 19 at pp 1-3;
1 Neither party introduced Ex. B, thus the Court assumes the Charles
Pointe Illustrative Plan does not create a dispute of material fact or
further either parties’ position.
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2023 West Virginia House Bill No. 3340, West Virginia Eighty-Sixth
Legislature - Regular Session, 2023 (“H.B. 3340).2 A previous
amendment to the TIF Act allowed for up-to-five-year term
extensions with the consent of the municipality. ECF No. 18 at p.
4; See W. Va. Code § 7-11B-7(l) (2021). On August 20, 2024, the
West Virginia Department of Economic Development approved a
fifteen-year extension for District No. 2. ECF No. 18 at p. 6;
ECF No. 17-5; ECF No. 17-6. The City’s consent to the extension
was not requested. ECF No. 18 at p. 6; ECF No. 19 at pp. 2-3.
Since the approval of District No. 2’s extension, Defendants
have threatened litigation and advertised their intent to
2 The summary of H.B. 3340 provides:
AN ACT to amend and reenact §7-11B-3, §7-11B-7,
§7-11B-8, §7-11B-9, and §7-11B-10 of the Code of
West Virginia, 1931, as amended, all relating
generally to property tax increment financing;
amending definition of tax increment financing;
modifying the existing authorization for a county
commission or municipality to extend the
termination time of certain districts; providing
for certain notice to other levying bodies prior
to a new project plan or project plan amendment
for certain property tax districts being
considered for approval; and eliminating certain
approval of other levying bodies prior to
amendment of an existing district by the county
commission or governing body of the municipality
making the amendment.
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challenge the constitutionality of the TIF Act amendment. ECF No.
18 at pp. 6-7; ECF Nos. 17-7, 17-8, 17-9.
Plaintiff brings the following claim:
Count One: Declaratory Judgment regarding the
validity of the West Virginia TIF Act under
Article I, Section 10, Clause 1 of the United
States Constitution and Article III, Section 4
of the West Virginia Constitution.
Plaintiff asks the Court to “declare that the 15-year
extension of Development District No. 2 does not impinge on any
contract or agreement with the City of Bridgeport and therefore
does not violate the Contracts Clause of the West Virginia
Constitution or the United States Constitution.” Id. at p. 12.
Defendants filed suit in the Circuit Court of Kanawha County,
West Virginia against Michael R. Graney, in his official capacity
as Executive Director of the West Virginia Department of Economic
Development, asking, among other things, that the Court declare
the fifteen-year extension to TIF districts without the consent of
the municipality in which the TIF district is situated is
unconstitutional under West Virginia law. ECF No. 11-1.
III. LEGAL STANDARD
Summary judgment is appropriate if “there is no genuine
dispute as to any material fact and the movant is entitled to
judgment as a matter of law.” Fed. R. Civ. P. 56(a). The movant
“bears the initial responsibility of informing the district court
of the basis for its motion, and identifying those portions of
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‘the pleadings, depositions, answers to interrogatories, and
admissions on file, together with the affidavits, if any,’ which
it believes demonstrate the absence of a genuine issue of material
fact.” Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). The
nonmoving party must “make a sufficient showing on an essential
element of its case with respect to which it has the burden of
proof.” Id. at 317–18. Summary judgment is proper “[w]here the
record taken as a whole could not lead a rational trier of fact to
find for the non-moving party, there [being] no ‘genuine issue for
trial.’” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475
U.S. 574, 587 (1986). The Court views the evidence in the light
most favorable to the non-moving party and draws any reasonable
inferences in the non-moving party’s favor. See Fed. R. Civ. P.
56(a); see Henry v. Purnell, 652 F.3d 524, 531 (4th Cir. 2011) (en
banc).
IV. DISCUSSION
The Court must first consider Defendants’ motion to
supplement the record before ruling on the pending summary judgment
motion. Rule 56(e) of the Federal Rules of Civil Procedure “allows
the trial court in its discretion to receive supplemental material
in support of or in opposition to a motion for summary judgment
before ruling on the motion.” Adardour v. Am. Settlements Inc.,
2009 WL 2242635, at *2 (E.D. Va. July 24, 2009) (citing RGI, Inc.
v. Unified Indus., Inc., 963 F.2d 658, 662 (4th Cir. 1992); Fed.
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R. Civ. P. 56(e). For reasons appearing to the Court, Defendants’
Motion for Consideration of Supplemental Exhibit [ECF No. 25] is
GRANTED. The Court will consider as part of the summary judgment
record the minutes for a March 28, 2005 meeting of the Bridgeport
City Council and the MOU. ECF No. 25-1.
Plaintiff argues it is entitled to summary judgment and
declaratory judgment on several grounds. Genesis contends that (1)
the City lacks standing to invoke the Contract Clause against the
State of West Virginia; (2) there is no contract between the City
and Genesis; and (3) even if a contract existed, the contract is
not impaired by the TIF Act, as amended by H.B. 3340. ECF No. 18.
As an initial matter, the Court assumes without deciding that
the MOU constitutes a contract between the City and Genesis. See
United States v. Norman, 935 F.3d 232, 241 (4th Cir. 2019).3
A. Genesis is Granted Summary Judgment Because No Contract
Was Impaired by the 2023 Amendments to the TIF Act.
The Court finds that Plaintiff is entitled to summary judgment
because assuming arguendo that the MOU constitutes a contract
between Genesis and the City, the contract was not impaired by
H.B. 3340.
3 As the United States Supreme Court and the Fourth Circuit have
explained, “courts often decide ‘particular legal issues while assuming
without deciding the validity of antecedent propositions, and such
assumptions ... are not binding in future cases that directly raise the
questions.’” Norman, 935 F.3d at 241 (quoting United States v. Verdugo-
Urquidez, 494 U.S. 259, 272 (1990)).
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The Contract Clause of the Constitution of the United States
provides, “No State shall ... pass any ... Law impairing the
Obligation of Contracts.” U.S. CONST. art. 1, § 10, cl. 1. 1. In
assessing the West Virginia constitutional provision prohibiting
any “law impairing the obligation of a contract,” courts have
“generally accepted the United States Supreme Court's
interpretation of the similar provision contained in Article I,
Section 10, Clause 1 of the United States Constitution.” Syl. Pt
1, Shell v. Metro. Life Ins. Co., 380 S.E.2d 183, 184 (1989); W.Va.
Const. art. III, § 4. “The Clause ‘is not interpreted “absolutely
to prohibit the impairment of ... government contracts.”’ Air Evac
EMS, Inc. v. Cheatham, 260 F. Supp. 3d 628, 646–47 (S.D.W. Va.
2017) (quoting Catawba Indian Tribe v. City of Rock Hill, 501 F.3d
368, 371 (4th Cir. 2007) (internal citations omitted). Rather, to
prevail on a claim under the Contract Clause, the “claimant must
show (1) contractual impairment, (2) that is substantial, and (3)
not a legitimate exercise of state power.” Id.; City of Charleston
v. Pub. Serv. Comm'n, 57 F.3d 385, 391 (4th Cir. 1995)).
Genesis argues, among other things, that the MOU is not
impaired by the extension of District No. 2. ECF No. 26. For
instance, the MOU does not provide for a term or length of District
No. 2 or the term or duration of any bonds that would be issued.
Id. at p. 4. Because the parties did not agree in the MOU regarding
District No. 2’s length, including the possibility of extension,
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or the duration of the bonds, Genesis contends that H.B. 3340 does
not undermine the bargain, frustrate reasonable expectations, or
prevent a party from safeguarding its rights. ECF No. 18 at p. 12.
Rather, Genesis argues that Defendants have no vested contractual
rights because the MOU never provided for an ongoing veto over
extensions and any entitlement to ad valorem taxes arose by statute
not the MOU. Id. at p. 13.
Even if Defendants could evidence a substantial impairment
to the contract, Genesis argues the City’s claim would still fail
as a matter of law because H.B. 3340 addressed the legitimate
public purpose of extending certain TIF Districts to mitigate
setbacks from the Great Recession and COVID-19. Id. at p. 14. Thus,
it asserts that the amendment to the TIF Act was a reasonable and
appropriate response to a public need. Id.
In contrast, Defendants argue, among other things, that the
City can satisfy the substantial impairment test because Genesis
was issued TIF bonds to finance the project based upon the use of
the deferred ad valorem taxes, which would have been paid to the
City. ECF No. 19 at p. 15. Defendants argue that the 2023 amendment
to the TIF Act qualifies as more than a minimal alteration to the
MOU because it allowed for the TIF bonds and district to be
extended by 15 years and removed the provision requiring the City’s
consent. Id. Further, Defendants assert that Genesis’s economic
projections support that the impairment is substantial, noting the
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reported Certified Appraisal Value for District No. 2 estimates
over $2 billion dollars in property value growth and that
Defendants will not receive the TIF revenues for an additional 15
years. Id.
Defendants further assert that H.B. 3340 is unreasonable and
not tailored to serve public purpose because it singles out for
special treatment only TIF Districts created prior to December 31,
2020. Id. at p. 17. Defendants further dispute Plaintiff’s
contention that the purpose of the 2023 Amendment was to respond
to COVID—19 and the Great Recession. Id. at pp. 17-18. Accordingly,
Defendants contend that they contracted in 2005 for a 30-year term
for District No. 2 and that any extension would require the City’s
consent.
In Genesis’s reply briefing, it further argues that
Defendants cannot point to any record which guarantees the City
the right to receive increased tax revenues after the expiration
of the district’s original term nor any agreement that guarantees
the City a say in changes to District No. 2’s term or duration.
ECF No. 20 at p. 8. Genesis further reiterates the State’s interest
in developing or revitalizing underdeveloped areas and extending
the useful life of public infrastructure projects in the wake of
the Great Recession and COVID-19 pandemic. Id. at p. 9.
Here, the Court finds that assuming arguendo that the MOU
constitutes a contract between Genesis and the City, H.B. 3340
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(the 2023 Amendments) does not impair the agreement. The Court
agrees with the City that the March 28, 2005 Resolution is part of
the parties’ agreement because it was formally incorporated into
the MOU. See ECF No. 25-1. However, this does not aid Defendants’
argument because neither the MOU nor the Resolution place a term
or duration on the length of District No. 2 or the length of the
TIF Bonds. There is no reference to a thirty-year term or a promise
that it would seek the City’s consent to extend such term. Further,
the MOU does not provide a deadline for which the City would
receive the deferred tax proceeds.
Additionally, Defendants cannot incorporate additional
records or communications into the MOU, beyond those formally
incorporated, because Section 8 of the MOU contains an integration
clause. ECF No. 25-1 at p. 10 (“This MOU constitutes the entire
understanding between the City and the Developer with respect to
the matters addressed herein, and may be amended only in a
subsequent writing executed by both parties.”). Thus, the MOU is
the only arguable contract between Genesis and the City.
Furthermore, to the extent the Defendants contend that the
2002 TIF Act (W. Va. Code § 7-11B-1 et seq.), is incorporated into
the MOU, the MOU only provides that the TIF Act requires a
municipality’s formal consent to establish a TIF District. Section
7-11B-7(h) of the TIF Act still provides that a municipality must
give formal consent before a development or redevelopment district
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is established. W. Va. Code § 7-11B-7(h). Rather, H.B. 3440 amended
the TIF Act to extend the termination date for existing TIF
districts. Id. at § 7-11B-10(a). Thus, the MOU is not impaired,
nor substantially impaired, by the 2023 Amendments because the
parties only agreed that the City’s consent to the establishment
of District No. 2 was necessary – not its termination or extension.
Thus, H.B. 3340 does not impair the terms of the MOU and Genesis
is entitled to summary judgment on this ground.
Because this issue is dispositive, the Court declines to
address Plaintiff’s remaining arguments in favor of summary
judgment.
V. CONCLUSION
For the reasons stated herein, Plaintiff’s Motion for Summary
Judgment [ECF No. 17] and Defendants’ Motion for Consideration of
Supplemental Exhibit [ECF No. 25] are GRANTED. The Court hereby
DECLARES that the 15-year extension of Development District No. 2
does not impair the Memorandum of Understanding agreement with the
City of Bridgeport and therefore the 2023 Amendments to the TIF
Act do not violate the Contracts Clause of the West Virginia
Constitution or the United States Constitution, in this instance.
Any remaining pending motions or deadlines are TERMINATED.
This action is thus STRICKEN from the Court’s active docket and
the Clerk is DIRECTED to enter judgment in favor of Plaintiff,
Genesis Partners, Limited Partnership.
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It is so ORDERED.
The Clerk is directed to transmit copies of this Memorandum
Opinion and Order to counsel of record by the CM/ECF system.
DATED: March 30, 2026
____________________________
THOMAS S. KLEEH, CHIEF JUDGE
NORTHERN DISTRICT OF WEST VIRGINIA
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