State Center, LLC v. Lexington Charles Ltd. Partnership

HARRELL, J. Table of Contents ** I. Background Facts..................................474 II. The Procedural Path of the Present Case ............483 III. Appellees’ Motion to Dismiss the Appeal.............493 IV. Applicable Standards of Appellate Review............496 V. Analysis...........................................498 A. JUSTICIABILITY..............................498 1.

Procurement Claims Brought By Appellees As Plaintiffs ..............................503 2. Are The Statutory Administrative Remedies Really “Available” Here?...............507 3. Private Right of Action.......................516 4. Property Owner & Taxpayer Standing Doctrines ....................................517 a.

Property owner standing .................519 i. Whether property owner standing doctrine applies here?.........522 ⁴⁷³ ii. Whether Appellees alleged sufficient facts for “special aggrievement” to confer property owner standing? ..............526 (1) Prima facie aggrieved property owners?.................528 (2) Almost prima facie aggrieved property owners?.....533 (3) Nebulous third category of property owner standing? ...................536 b. Taxpayer standing.......................538 i.

Taxpayer standing & procurement claims: is a private right of action required for taxpayer suits?..................541 ii. The necessary party plaintiffs for taxpayer standing doctrine.....547 iii. A governmental action that is illegal or ultra vires..............555 iv. Specific injury sufficient............556 (1) What types of “harm” amount to a pecuniary loss?........................560 (2) Nexus........................572 (3) Amount of pecuniary harm .....580 B. THE FATAL FLAW — THE DOCTRINE OF LACHES....................................583 1.

Propriety of Addressing Laches...............584 2. Standard of Review..........................585 3. The Fatal Flaw..............................585 a. Whether laches applies to taxpayer suits? ................................587 b.

Delay in filing...........................589 i. The starter’s gun sounds...........590 ii. Whether the delay was unreasonable .........................603 c. Prejudice from the delay..................608 The State Center Project (the “Project”) is a $1.5 billion, multi-phase redevelopment project intended to replace aged and obsolete State office buildings with new facilities for State use and to revitalize an approximately 25-acre property owned by the State of Maryland in midtown Baltimore (“City”), without burdening unduly the State’s capital budget.

To these ends, in 2005, the State issued a public Request for ⁴⁷⁴ Qualifications (“RFQ”) to solicit a “Master Developer” who would be granted the exclusive right to negotiate with the State to execute the entire project, which included the reconstruction of older deteriorating buildings currently on the site of the project, as well as the receipt of a 75-90 year leasehold interest. The State Center, LLC, was chosen as the Master Developer. The Maryland Department of General Services (“DGS”), the Maryland Department of Transportation (“MDOT”) and the State Center, LLC, negotiated for the Project, entering into a series of agreements between 2007 and 2010 for the purpose of completing the Project in a timely manner. These agreements, thus far, are: (1) the Master Development Agreement (“MDA”); (2) the First Amendment to the MDA (“First Amendment”); (3) two Phase I ground leases; and, (4) four approved Phase I occupancy leases.

In 2010, fifteen plaintiffs, property owners in downtown Baltimore (many with available office space for rent) and taxpayers of the State, filed suit in the Circuit Court for Baltimore City against the DGS, MDOT, and the State Center, LLC, and its subsidiaries, seeking a declaratory judgment that the formative contracts for the Project were void and an injunction to halt the Project. The result of the suit in the trial court was the voiding of the formative contracts of the Project on the grounds that they violated the State Procurement Law. On appeal, we are asked to address the Circuit Court’s denials of Defendants’ Motions to Dismiss and the trial court’s partial grant and partial denial of their Motion for Summary Judgment. Embedded in these questions are justiciability issues of taxpayer and property owner standing; the requirements for the exhaustion of administrative remedies and, if necessary to be reached, whether a private right of action existed; and, lastly, the equitable doctrine of laches.

If the resolution of any of these threshold issues is not dispositive, there waits potentially at the end of the day questions regarding the interpretation of the State Procurement Law. I. BACKGROUND FACTS The State Center complex, as it currently blights the skyline of midtown Baltimore, consists of five Soviet-block style ⁴⁷⁵ buildings and approximately 1,300 parking spaces. It was built in the 1950s and 60s to house a number of State agencies. Today, it is agreed widely that these buildings are long past their useful lives.

Although the State Center may be deemed fairly a “concrete wasteland,” 1 the property has substantial re-development potential. The State Center sits next to a passenger rail station that connects the area to the rest of the city. It serves as a major employment node for the State Center offices and the Maryland General Hospital. Moreover, the Center borders many of the City’s major cultural and educational institutions, and enjoys relative proximity to downtown Baltimore and the waterfront.

Despite this potential, the current State Center complex, it is said, “does not form a true crossroads [between the neighborhoods] and more often forms a barrier separating neighborhoods.” In anticipation of the need for more modern structures and the currently unrealized potential of the property, the State Center Project was conceived in 2004 during the administration of Governor Robert L. Ehrlich. In September 2005, the DGS and MDOT (hereinafter, collectively, “State Agencies”) issued a public RFQ to solicit and select a “Master Developer” for the purpose of redeveloping comprehensively the State Center complex. The RFQ envisioned, as its overarching goal, “through new TOD [Transit-Oriented Development][ 2 ] at State Center and nearby properties^] the existing cultural and educational institutions of the Cultural Center can be en ⁴⁷⁶ hanced and the area diversified so that it becomes one of the City’s most diverse and historically significant communities and resources.” 3 The RFQ noted also that a “significant goal” of the State was “the integration of the State Center development program with other redevelopment efforts ..., as well as other nearby properties owned by other institutions and private owners.” The RFQ expected “[t]he Master Developer and a team [to] assemble resources and a team that can entitle, design, finance, construct, and market mixed-use, mixed-income urban TOD that supports surrounding neighborhood needs and is acceptable to the various regulatory agencies.” The prospective “Master Developer” was described in the document as “a development entity or entities with the capacity and demonstrated experience to acquire the State-owned properties and successfully handle all aspects of the development process, including planning, community involvement, design, negotiation of public/private partnerships, structuring of private and public financing sources, construction, sales and leasing, and ongoing management.” Moreover, the RFQ required the responding statements to include information on the “Project Team,” defined as “the lead developer plus any other developers and key team members such as architects, engineers, economists, contractors, bankers, etc. who are critical for consideration by the State.” To implement this wide-range of purposes, the RFQ envisioned “sustained collaboration between the selected developer, State, City, neighborhood representatives, and other stakeholders in order to formulate a feasible project that can successfully accomplish a wide range of objectives.” To that ⁴⁷⁷ end, the RFQ provided: The State is also interested in a public private partnership with the Master Developer that results in creative approaches to development to ensure maximum return to the State and the City while minimizing direct public financial participation and development risk. To support this [public private] partnership, the State has committed to retaining the entire State workforce at the redeveloped State Center.

The State will consider creative options for redevelopment of its existing buildings or occupancy in new privately owned buildings along with other private tenants. Ultimately, the State “anticipated that the resulting project will be privately owned and managed.” The RFQ emphasized that prior experience and background were critical to the State’s consideration of the responding statements submitted by applicants. The State explained, in the RFQ, that the envisioned need for sustained collaboration was also the reason a RFQ process was being used to select a Master Developer, instead of “the more traditional” Request for Proposals (“RFP”). The RFQ emphasized that it sought responding statements “only from experienced developers of large scale urban mixed use, mixed income projects.” The RFQ re-emphasized this point in stating, “[professional service providers, building contractors or others should not respond to this RFQ.” The RFQ provided that it “[was] not conducted under the provisions of Maryland Procurement Law (COMAR Title 21).” (Emphasis in the original.) Instead, according to the State, “[b]ecause the mixed-use real-estate development is to be privately owned and privately managed, the State’s conveyance of a 75-90 year real estate leasehold interest to the Developer, with conditions for redevelopment of the site in order to achieve the State’s economic development goals for the community, [fell] under the authority of § 10-305 of the State Finance and Procurement Article.” 4 Although profess ⁴⁷⁸ ing that it was not conducted generally under the provisions of the procurement statute, the RFQ adopted the Procurement Law’s protest policy, requiring that “[pjrotests relating to this solicitation or the award of a contract must be filed in accordance with Title 15, Subtitle 2, Part III of the State Finance and Procurement Article, Annotated Code of Maryland, and COMAR Title 21 (State Procurement Regulations), Subtitle 10, Administrative and Civil Remedies.” The RFQ provided also that the selected Master Developer would be given the exclusive right to negotiate with the State for the Project, which included the public-private partnership and the comprehensive redevelopment envisioned in the RFQ. “Any formal contract becomes final only upon approval by the Maryland Board of Public Works [“BPW’] and, where applicable, the Federal Transit Administration and the U.S. Department of Labor.” Four applicants, including the State Center, LLC, submitted responses to the RFQ.

Pursuant to the selection procedure provided in the RFQ, the Evaluation Committee reviewed the responses, interviewed the applicants, and provided recommendations to the State that ranked State Center, LLC, above the other applicants. On 21 March 2006, Governor Ehrlich announced that the team was selected for the exclusive initial right to negotiate definitive agreements with the State to develop the Property. After announcement of the selection of the team, but prior to entering the MDA, the State Center, LLC, and the State Agencies executed a series of prefatory agreements. On 22 June 2007, the BPW approved a Memorandum of Understanding (“MOU”), which outlined how the ⁴⁷⁹ negotiation process between the parties would unfold and the activities to be undertaken by each during the interim period.

On 12 December 2007, the BPW approved an Interim Development Agreement (“IDA”) between the DGS and State Center, LLC. The IDA confirmed the continued negotiations of the parties, outlined interim duties and responsibilities, and, among other things, contemplated that State Center, LLC, would submit a Preliminary Development Plan (“PDP”), as a preliminary concept plan for the Project, to the DGS. On 3 March 2008, the DGS acknowledged receipt of a PDP from the State Center, LLC, and approved the PDP, through the issuance on 2 September 2008 of a Letter of Intent (“LOI”), as the overall conceptual plan for the redevelopment of the Property. The LOI stated that it did not create “a binding contract or agreement of any sort, preliminary, final or otherwise,” and that no binding development agreement would exist “unless and until a [MDA] was agreed to by the parties and approved by the BPW.” In March 2009, after the execution of the IDA and prior to entering into the MDA, the ownership structure of the State Center, LLC, changed. 5 The State Center Executive Committee, which was given the authority to approve alterations in the ownership structure on behalf of the State, approved these alterations by letter dated 12 May 2009.

On 15 June 2009, with the BPW’s approval, the State Center, LLC (hereinafter, “Developer”), 6 and the State, by and through the DGS, entered into the MDA. Generally speaking, the MDA presented the formal plan of five development phases for the State Center project and contemplated ⁴⁸⁰ that the State would lease the State Center property to the Developer with certain conditions for its development. The MDA provided that the State would acquire construction services, as well as architectural and engineering design work. The MDA “specifically contemplate[d] the disposition of the Property pursuant to phased Ground Leases (each a ‘Phase Ground Lease’) or fee simple dispositions, and set forth the procedural and pragmatic requirements for taking down and developing each Phase, the parties agree[d] that, except as otherwise provided in the[] [MDA], the economic terms, dimensions, uses, and other elements necessary to accomplish the vision of the parties and the Approved Concept Plan[ 7 ] shall be determined prior to the initiation of each Phase upon terms and conditions to be agreed upon between [the] DGS and [the] Developer.

Any such terms and conditions will provide for an economic return to the State in accordance with th[e] [MDA] which includes a base rent, the fair market value of the Property, recovery of pre-development costs, and a participation in the profits and the net proceeds of sale and refinancing.” The MDA endowed the Developer “with exclusive development rights to the Property for the duration of while this Agreement is in effect and in order to complete development of the Project.” The MDA provided that the “Developer anticipates acquiring portions of the Property by Phases____” Moreover, the MDA conceived that, “Each Phase Ground Lease will be generally consistent with the terms of the Phase Ground Lease attached hereto as Exhibit 2.3 and the Approved Concept Plan, except as to further details such as the description of the property, the uses permitted or required for that Phase and the economic terms negotiated between the parties. The parties anticipate that each Phase Ground Lease will be submitted to the BPW for approval.... ” The MDA specified also the terms of compensation payable to the State under a Phase Ground Lease. ⁴⁸¹ The State committed, in the MDA, “to pursue leasing” for State agencies of office space on two of the site’s six parcels. 8 The MDA provided also that all spaces leased by the State will be “in accordance with the Approved Concept Plan, ... standard State procurement practices and documented by an Occupancy Lease substantially in the form attached [to the MDAJ.... ” The economic terms of each Occupancy Lease shall be negotiated and determined “in part by the formula, calculations and determinations set forth in the Economic Terms Sheet” attached to the MDA. The MDA prohibited expressly, though, that “any Lease Proposal for any Occupancy Lease contain financial terms which are in excess of the then current market rental rates for comparable new construction of buildings in the Baltimore metropolitan area having comparable services, features, and elements included in the calculation of the rent.” Following execution of the MDA, the parties to the agreement commenced negotiation and preparation of the first phase of redevelopment of the Project (“First Phase”). The First Phase was the redevelopment of Parcels G and 1-2, as identified on the PDP of the Approved Concept Plan.

Furthermore, pursuant to the MDA, the Developer commenced the architectural and engineering design work necessary to construct the First Phase. In September 2010, with the approval of the BPW, the State, by and through the DGS, and the Developer entered into the First Amendment to the MDA (“First Amendment”). The First Amendment made several changes to the MDA, laid out the process for beginning the first phase of development ⁴⁸² (“Phase I”), and relieved the Developer from the responsibilities of developing a parking garage and committed $28.3 million for the MDOT to build the parking garage, subject to certain conditions. On 28 July 2010, the BPW considered and approved three ground leases, which were executed on 1 September 2010.

One of these leases, the garage ground lease agreement, the DGS agreed, pursuant to State Finance and Procurement Article of the Maryland Code, § 10-304, 9 to lease the Garage Site to the MDOT and that the MDOT committed to $1.00 rent and “to finance, construct, operate, repair, and maintain the Garage, or to secure some or all of the foregoing services from one or more third parties ... ”, 10 as envisioned in the First Amendment. The other two ground leases, Parcel G Phase Ground Lease and Parcel 1-2 Phase Ground Lease (hereinafter, collectively, “Phase I Ground Leases”), were between the State, to the use of the DGS, as Landlord, and affiliates of the Developer, State Center Parcel G Master ⁴⁸³ Tenant, LLC, and State Center Parcel 1-2 Master Tenant, LLC, respectively. These Ground Leases provided for the use and development of the First Development Phase, as envisioned and provided in the MDA. On 28 July and 15 December 2010, the BPW approved additionally four occupancy leases, as amended, in Phase I of the Project (hereinafter, collectively, “Phase I Occupancy Leases”). 11 The Project was designated as a TOD, pursuant to Transportation Article, § 7~101(m)(3), by the Maryland Secretary of Transportation on 19 October 2010, and by the Mayor and City Council of Baltimore on 5 November 2010.

II

THE PROCEDURAL PATH OF THE PRESENT CASE On 17 December 2010, fifteen Plaintiffs 12 filed a Complaint for Declaratory and Injunctive Relief (“Original Complaint”) in the Circuit Court for Baltimore City against the two State Agencies and the Developers. In the Original Complaint, Plaintiffs alleged, among other things, that they were “excluded ... from the bidding process” for the Project that, accord ⁴⁸⁴ ing to them, was contrary to the State Procurement Law. Specifically, they alleged that they were harmed by the unlawful awarding of the Project to the Developers despite that the Plaintiffs were “ready, willing, and able to submit proposals to lease comparable office, retail, and parking space ... on terms that are more favorable” than those provided to and by the Developers. The State Agencies and the Developers each moved to dismiss the Original Complaint on numerous grounds.

One ground, which both sets of defendants asserted in their respective motions, was that the Circuit Court lacked jurisdiction because the Plaintiffs were required to exhaust administrative remedies before a state procurement officer and the Maryland State Board of Contract Appeals (“Appeals Board”) prior to presenting their claims to the Circuit Court. On 28 January 2011, the Plaintiffs amended the complaint (“Amended Complaint”), and, among other changes, added a new Plaintiff, David And Dad’s Inc. 13 The Amended Complaint set forth eight counts. Counts I-VII of the Amended Complaint sought declaratory judgment for the following propositions: (I) Invalidity of First Amendment and Incorporated MDA; (II) Invalidity of the Occupancy Leases and the Commitment to Enter Occupancy Leases; (III) Invalidity of Alleged Occupancy Leases as “Agreements to Agree”; (IV) Agency Failure to Promulgate Mandatory Regulations; ⁴⁸⁵ (V) State Lacks Authority to Enter the First Phase Occupancy leases for Parcel G and Parcel 1-2, and Any Amendments Thereto; (VI) State Center is Not and Could Not Be A TOD and its Designation as such Long After Execution of the MDA and First Amendment Renders Those Agreements Null and Void; and, (VII) The Parking Garage “Procurement” Violates SFP Title 13. Count VIII of the Amended Complaint sought injunctive relief to enjoin the Defendants from proceeding under the formative contracts of the Project (including the First Amendment, the MDA, Phase I Ground Lease, Phase I Occupancy Leases, and “the architecture, engineering and construction services related to the parking garage”) absent full compliance with the competitive procurement provisions of Title 13 and Chapter 484, Laws of Maryland, as well as “until after DBM [Department of Budget and Management] and/or DGS promulgate the proper regulations mandated by SFP § 10-305(h).” The State Agencies and the Developers moved to dismiss the Amended Complaint, as they had the Original Complaint.

On 6 April 2011, a trial court judge held a hearing on the Defendants’ Motions to Dismiss. On 19 July 2011, the Circuit Court entered two orders denying both Motions. First, the Circuit Court rejected the Defendants’ challenge to the Plaintiffs’ taxpayer standing raised by both Motions to Dismiss: The Court of Appeals has recognized, however, that “the extent to which a taxpayer is capable of detailing the damage anticipated from an illegal and ultra vires act may be rather limited at the time the suit is initially filed.” [120 W. Fayette Street, LLLP v. Mayor of Baltimore, 407 Md. 253, 266 , 964 A.2d 662, 669 (2009) ]. Thus, the Court has held that “the taxpayer plaintiff is not required to allege facts which necessarily lead to the conclusion that the taxes will be increased; rather, the test is whether the taxpayer reasonably may sustain a pecuniary loss or a tax increase— ⁴⁸⁶ whether there has been a showing of potential pecuniary damage.” Id.

Plaintiffs have pled that State agencies engaged in illegal and ultra vires acts that could potentially cause Plaintiffs pecuniary harm or an increase in taxes. This Court finds that the allegations contained in Plaintiffs’ Amended Complaint are sufficient to establish taxpayer standing. Second, in ruling on another common challenge in the Motions to Dismiss, the Circuit Court rejected the Defendants’ exhaustion of administrative remedies defense because the Plaintiffs’ claim “is not the type of ‘contract claim’ contemplated to be within the [Appeals Board’s] jurisdiction.” While it is arguable that Plaintiffs’ complaint may be in the nature of a ‘protest,’ given that Plaintiffs are not prospective bidders or offerors, or bidders or offerors, they would not be entitled to submit such a protest to the Appeals Board. Further, the absence of a procurement contract arguably precludes the submission of a contract claim.

Reasoning further, the Circuit Court distinguished State v. State Board of Contract Appeals & Law Offices of Peter G. Angelos, 364 Md. 446 , 773 A.2d 504 (2001), on the bases that the “Plaintiffs are not a party to the contracts at issue in the case sub judice. Furthermore, Plaintiffs are neither assignees nor parties in line to benefit from the contracts at issue.” Third, in regards to both sets of Defendants’ laches argument, the Circuit Court rejected their argument that “Plaintiffs adopted a ‘wait and see attitude’ and should have brought their claims following the issuance of the [RFQ] in 2005.” The judge noted that “[w]hen considering a motion to dismiss, the court must assume the truth of Plaintiffs’ well-pleaded factual allegations in the complaint.” The trial judge stated that “Plaintiffs assert[ed] that the [MDA], executed and approved in June 2009, was the first binding agreement related to the State Center Project and that the operative documents giving rise to this suit were the September 1, 2010 First Amendment ... and the Phase I Occupancy Leases, approved July 28, 2010 and amended on December 15, 2010.” The Circuit Court ⁴⁸⁷ concluded that “[a]s Plaintiffs’ initial complaint was filed on December 17, 2010, this Court finds that Plaintiffs’ claims are not barred by latches [sic].” Then, the Circuit Court rejected the argument, advanced by the Developers’ Motion to Dismiss only, that Plaintiffs lack standing to seek a declaration that the State’s commitment to pursue future Occupancy Leases is unenforceable as “agreements to agree” because they are not parties to the contract. The judge reasoned that, because “Plaintiffs challenge the agreements as being ultra vires acts, which are part of an ‘unlawful procurement conspiracy,”’ they “are neither required to be a party to the contract nor in privity with a party to the contract in order to make such a challenge.” Lastly, the Circuit Court ruled on arguments raised only in the State Agencies’ Motion to Dismiss. The judge concluded that “the Plaintiffs’ claims, concerning the interpretation and implementation of State procurement laws, and seeking declaratory and injunctive relief, are within the province of judicial review” and, thus, rejected the DGS’s and DOT’s “purely political question” assertion.

Then, the Circuit Court found “that Plaintiffs’ claims for declaratory and equitable relief are not barred by the doctrine of sovereign immunity” because “[sovereign immunity is not a bar to Plaintiffs challenging ‘the legality of State laws and regulations, or the alleged unlawful implementation of such law and regulations by a State official.’ ” (Citations omitted.) Almost two years of discovery followed the trial court’s rejection of the Motions to Dismiss. Throughout this time, and even prior to the court’s order denying the Motions to Dismiss, the Defendants sought to expedite the litigation in the hope to proceed with the development in as timely a manner as possible. On 2 September 2011, the State Agencies filed a $100,000,000 Counterclaim against the Plaintiffs/Counter-Defendants for Tortious Interference with Economic Relationships. The State Agencies averred that the filing and prosecution of Plaintiffs’ suit was “wrongful, illegal, and in bad ⁴⁸⁸ faith” because the suit’s purpose was to cause the State Agencies damage and loss, and “to restrain trade and competition and the public and private benefits thereof.” Moreover, “[Plaintiffs/Counter-Defendants] filed [the suit] after unreasonable and unexcusable delay, having waited six years since the inception of the Project, until the Project reached a critical juncture in its development, all in order to maximize the resulting disruption to progress and funding of the Project.” The State Agencies averred that “DGS and [M]DOT have suffered, and will continue to suffer, actual and prospective damage and loss as a result of the tortious acts of Plaintiffs/Counter-Defendants in bringing and maintaining this suit.” 14 On 6 September 2011, the Plaintiffs/Counter-Defendants filed a Motion to Dismiss Counterclaim on the grounds that the Noerr-Pennington doctrine 15 barred the State Defen ⁴⁸⁹ dants’ counterclaim and that the State Agencies cannot establish the elements of tortious interference with economic relations, as a matter of law.

The Circuit Court agreed that the Noerr-Pennington doctrine barred the Counterclaim and entered an order granting the Plaintiffs’ Motion to Dismiss Counterclaim on 22 December 2011. On 7 November 2012, the State Agencies and Developers moved collectively for summary judgment on several grounds: (1) “Because The [MDA] And First Amendment Are Not Procurement Contracts, The Defendants Are Entitled To Summary Judgment On Counts I, II, and V Of The Amended Complaint;” (2) “Plaintiffs’ Claims About Future Occupancy Leases Are Not Ripe and Will Be Invalid If They Ever Ripen;” (3) “Contrary To Count IV, Regulations For The Disposition Of Land Were Properly Promulgated As A Matter Of Law”; (4) “The [TOD] Designation Is Within The Exclusive Discretion Of The Secretary Of Transportation: Count VI Is Without Basis In Law”; and (5) “The Construction of the State Center Parking Garage Is Not Subject To The Maryland Procurement Code: Count VII Is Invalid.” On 15 January 2013, the Circuit Court held a hearing on the Motion for Summary Judgment. Two days later, the judge entered an order granting the motion in part and denying it in ⁴⁹⁰ part. She noted that there were no disputes of material fact.

Therefore, she stated, “the parties’ contentions present only issues of law, and the question before the court is whether either party is entitled to judgment as a matter of law upon the undisputed facts.” The judge granted partial summary judgment in favor of the Plaintiffs on Counts I, II, III, and V. 16 The Circuit Court, relying upon Department of General Services v. Harmans Associates Ltd. Partnership, 98 Md.App. 535 , 633 A.2d 939 (1993), found that, “[djespite the purported structure of the transaction, the ‘essence of the transaction’ was not a simple disposition of land governed by [SFP § 10-305], but a complex creative way to develop State land.” Because the “essence of the transaction” was a “complex creative way to develop State land,” the judge concluded that the formative documents — the MDA, the First Amendment, and the Ground Leases — are governed by [SFP § 11-101, et seq.]. The State Agencies and the Developers conceded, and the Circuit Court found, that they “did not comply with the procedures required in the code” and, therefore, the four formative contracts — the MDA, the First Amendment, and the Ground Leases — are void pursuant to SFP § 11-204. Accordingly, the Circuit Court found that the Plaintiffs were “entitled to judgment and to a declaratory judgment in their favor based on these counts.” Then, the judge entered partial summary judgment in favor of the Defendants with respect to Counts VI, VII, and VIII. With regard to Count VI of the Plaintiffs’ Amended Complaint, claiming that the projects conceived in the MDA and the First Amendment cannot be designated as TOD, the Circuit Court stated that Md.Code (1977, 2008 Repl.Vol.), Transportation Art., § 7-101, et seq. “permit[s] the Maryland Secretary of Transportation and local governments or multicounty agencies discretion in applying TOD designation” and, thus, found no merit in the argument.

As to Count VII, the Circuit Court found that the provisions of the MDA and the ⁴⁹¹ First Amendment “are principally funded by the Maryland Economic and Development Corporation, which carries out its corporate purposes without the consent of any State unit and without being subjected to General Procurement Law,” pursuant to Md.Code (2008), Economic Development Art., § 10-111. Lastly, as to Count VIII, the judge found that “the extraordinary remedy of injunctive relief is not necessary or appropriate because Defendants have voluntarily refrained from acting under the [MDA] and the First Amendment ..., and the legal issue is resolved by the declaratory relief granted herein.” The State Agencies and the Developers (now Appellants) appealed timely to the Court of Special Appeals, but also petitioned contemporaneously this Court for a writ of certiorari and sought expedited review of three questions: (1) Did the [CJircuit [Cjourt err in concluding that the State Center Project violates State procurement law on the ground that the project is “a complex, creative way to develop” land owned by the State? (2) Does the Circuit Court for Baltimore City lack jurisdiction to address, in the first instance, the plaintiffs’ claim that the State Center Project violates State procurement law, because such claims fall within the primary or exclusive jurisdiction of the Maryland State Board of Contract Appeals? (3) Do the plaintiffs lack standing, under the taxpayer standing theory they invoked, to challenge the State Center Project, because they failed to allege facts to support either their claim of illegal, ultra vires action or their contention that they will suffer the requisite special damage if the State Center Project proceeds?

Appellees filed an Answer to the Petition for Writ of Certiorari and a Conditional Cross-Petition for Writ of Certiorari. Appellees did not object to Appellants’ request for a writ of certiorari on the first issue presented, but requested that the question be reframed, so as not to “distort[ J and truncate[ ] the lower court’s decision,” as follows: ⁴⁹² Did the [CJircuirt [C]ourt correctly hold that the essence and true nature of the State Center development agreements was not a simple disposition of land, but rather a complex financing plan for the State’s acquisition of construction, construction-related services, and leaseholds, and that the acquisitions were subject to the requirement of competitive sealed proposals. Appellees objected to the second and third questions presented by Appellants on the grounds that “[they] present ordinary issues that are not certworthy and arise from rulings on Petitioners’ Motions to Dismiss that were not raised in Petitioners’ Motions for Summary Judgment or addressed by the [C]ircuit [C]ourt’s summary judgment.” As to Appellees’ Cross-Petition, they sought review of the following question: Did the [C]ireuit [C]ourt err in declining to review the belated and defective designation of the State Center Project as a Transit-Oriented Development that permitted the Project to be unlawfully prioritized, and improperly receive substantial site-selection and other benefits? We issued, prior to a decision in the Court of Special Appeals, a Writ of Certiorari regarding the three questions tendered in Appellants’ Petition for Writ of Certiorari and the additional question tendered in Appellees’ conditional Cross-Petition. 430 Md. 344 , 61 A.3d 18 (2012).

Thus, on appeal, we confront the following questions, if necessary to reach them all in order to decide this case: 1) Did the trial court err in concluding that the State Center Project violates [the] State Procurement Law on the grounds that the project is not a simple disposition of land but “a complex, creative way to develop” land owned by the State that should have been subject to the requirement of competitive sealed proposals? 2) Does the Circuit Court for Baltimore City lack jurisdiction to address Appellees’ claim that the project violates [the] State Procurement Law because such claims fall within the primary or exclusive jurisdiction of the Maryland State Board of Contract Appeals? ⁴⁹³ 3) Do Appellees lack standing, under the taxpayer standing theory, to challenge the project because they failed to allege facts to support either their claim of illegal, ultra vires action or their contention that they will suffer special damage if the project proceeds? 4) Did the trial court err in declining to review the belated designation of the project as a Transit-Oriented Development, a designation which permitted the project to be prioritized and receive substantial site-selection and other benefits? On 1 February 2013, the State Agencies and the Developer moved for an immediate stay of enforcement of the judgment of the Circuit Court for Baltimore City entered on 24 January 2013. We denied this Motion on 12 February 2013.

III

APPELLEES’ MOTION TO DISMISS THE APPEAL Appellees included in their brief a Motion to Dismiss certain arguments mounted in the State Agencies’ appeal on the basis, provided in Maryland Rule 8 — 602(a)(Z), that the arguments are not permitted by the Maryland Rules or other law. Appellees moved to dismiss “portions” of the Appellants’ Brief that are directed to questions that “(a) are not included in the writ of certiorari; (b) are not certworthy; and (c) were not presented to and/or decided by the [Cjircuit [Cjourt.” Specifically, Appellees argued that the Court should not entertain three arguments — (1) laches; (2) lack of a private right of action; and (3) lack of privity of contract — which the State Agencies raised in their brief, but which were not contained in their Petition for, or the Writ of, Certiorari. In response, the State Agencies averred that Appellees failed to assert any ground upon which this Court is authorized to dismiss an appeal, pursuant to Rule 8-602(a) and, therefore, the Motion should be denied. We shall deny Appellees’ Motion to Dismiss.

The alleged shortcomings (that certain arguments were unpreserved and/or not presented properly in the Petition for Writ of Certiorari) are not proper grounds for the dismissal of ⁴⁹⁴ an appeal, as provided by Maryland Rule 8-602(a). Instead, the points advanced in the Motion to Dismiss are addressed by Maryland Rule 8-131, which provides the proper context for our appellate review and governs the manner in which this Court deals with alleged arguments that are unpreserved and not presented properly in the grant of the Writ of Certiorari. As will be seen after examining these rules, the proper scope of our appellate review under Rule 8-131 is not co-extensive with the bases for granting a motion to dismiss, as provided in Rule 8-602. Thus, although Maryland Rule 8-131 states explicitly that it limits the Court’s jurisdiction, a motion to dismiss is not the proper method to ask this Court not to address an assertedly unpreserved or improperly presented argument.

Maryland Rule 8-602(a) governs the grounds for which this Court may dismiss an appeal. It provides: On motion or on its own initiative, the Court may dismiss an appeal for any of the following reasons: (1) the appeal is not allowed by these rules or other law; (2) the appeal was not properly taken pursuant to Rule 8-201; (3) the notice of appeal was not filed with the lower court within the time prescribed by Rule 8-202; (4) the appellant has failed to comply with the requirements of Rule 8-205; (5) the record was not transmitted within the time prescribed by Rule 8-412, unless the court finds that the failure to transmit the record was caused by the act or omission of a judge, a clerk of court, the court reporter, or the appellee; (6) the contents of the record do not comply with Rule 8-413; (7) a brief or record extract was not filed by the appellant within the time prescribed by Rule 8-502; ⁴⁹⁵ (8) the style, contents, size, format, legibility, or method of reproduction of a brief, appendix, or record extract does not comply with Rules 8-112, 8-501, 8-503, or 8-504; (9) the proper person was not substituted for the appellant pursuant to Rule 8-401; or (10) the case has become moot. Md. Rule 8-602(a). 17 Neither a lack of preservation nor failure to present an argument in the petition for writ of certiorari is listed as a permissible ground upon which this Court may dismiss an appeal. 18 Instead of calling for dismissal of an unpreserved question or argument, the applicable Maryland Rules and our case law governing consideration of unpreserved issues and issues not raised in the petition for certiorari grant this Court the discretion to address the issue in its opinion. Specifically, Md. Rule 8-131(a) provides that, where an issue or argument was not preserved for appellate review, this Court possesses discretion whether to reach and resolve the matter.

Moreover, Md. Rule 8 — 131(b) governs whether this Court will determine an issue or argument not raised in the petition for writ of certiorari or cross-petition. Because Appellees failed to allege any grounds that warrant dismissal of an appeal under Md. Rule 8-602(a), we deny Appellees’ Motion to Dismiss. Instead, we shall address, pursuant to the applicable Md. Rule 8-131, the State Agencies’ ⁴⁹⁶ alleged failures (both to preserve all issues in the Circuit Court and to raise them properly in the Petition for Writ of Certiorari), and the propriety of addressing such issues on the record before us, at appropriate places in this opinion. 19 IV. APPLICABLE STANDARDS OF APPELLATE REVIEW This appeal arises from both the Circuit Court’s denial of the State Agencies’ and the Developers’ Motions to Dismiss and its partial grant and partial denial of their collective Motion for Summary Judgment (we shall attribute hereafter the Motions to the State Agencies, with the understanding that the Developers joined them as well).

Thus, the standard of review differs depending on context. We relate briefly the overarching principles that guide our review of the Circuit Court’s judgment here, but may repeat later the relevant portions in our discussion of the individual questions presented and related arguments. In reviewing whether the Circuit Court denied properly the State Agencies’ Motions to Dismiss, we employ the following principles: Considering a motion to dismiss a complaint for failure to state a claim upon which relief may be granted, a court must assume the truth of, and view in a light most favorable to the non-moving party, all well-pleaded facts and allegations contained in the complaint, as well as all inferences that may reasonably be drawn from them, and order dismissal only if the allegations and permissible inferences, if true, would not afford relief to the plaintiff, ie., the allega ⁴⁹⁷ tions do not state a cause of action for which relief may be granted. Consideration of the universe of “facts” pertinent to the court’s analysis of the motion are limited generally to the four corners of the complaint and its incorporated supporting exhibits, if any.

The well-pleaded facts setting forth the cause of action must be pleaded with sufficient specificity; bald assertions and conclusory statements by the pleader will not suffice. Upon appellate review, the trial court’s decision to grant such a motion is analyzed to determine whether the court was legally correct. RRC Ne., LLC v. BAA Maryland, Inc., 413 Md. 638, 643-44 , 994 A.2d 430, 433-34 (2010) (internal citations omitted). With regard to the partial grant and partial denial of the summary judgment Motion, Barclay v. Briscoe, 427 Md. 270 , 47 A.3d 560 (2012), serves as an apt authority iterating our standard of review: Under Maryland Rule 2-501, the grant of a motion for summary judgment is appropriate only “if the motion and response show that there is no genuine dispute as to any material fact and that the party in whose favor judgment is entered is entitled to judgment as a matter of law.” Rule 2501(f).

As we recently stated in Muskin v. State Dep’t of Assessments & Taxation, 422 Md. 544 , 30 A.3d 962 (2011), “[w]hether a circuit court’s grant of summary judgment is proper in a particular ease is a question of law, subject to a non-deferential review on appeal.” Muskin, 422 Md. at 554 , 30 A.3d at 967 (citing Conaway v. Deans, 401 Md. 219, 243 , 932 A.2d 571, 584 (2007)). Thus, “[t]he standard of review of a trial court’s grant of a motion for summary judgment on the law is ... whether the trial court’s legal conclusions were legally correct.” “In reviewing a grant of summary judgment, we independently review the record to determine whether the parties generated a dispute of material fact and, if not, whether the moving party was entitled to a judgment as a matter of law.” In determining whether a fact is material we have said that “a dispute as to facts relating to grounds upon which the decision is not rested is ⁴⁹⁸ not a dispute with respect to a material fact and such dispute does not prevent the entry of summary judgment.” We review the record in the light most favorable to the non-moving party and construe any reasonable inferences that may be drawn from the well-pled facts against the moving party. Further, an appellate court ordinarily should limit its review of a grant of a motion for summary judgment to “only the grounds upon which the trial court relied in granting summary judgment.” 427 Md. at 281-82 , 47 A.3d at 566-67 (some internal citations omitted). V. ANALYSIS A. JUSTICIABILITY “Concepts of justiciability have been developed to identify appropriate occasions for judicial action.” Charles A. Wright, et al., Federal Practice and Procedure § 3529, at 611 (2008). “Numerous doctrines have evolved under the justiciability umbrella which are aimed at isolating those circumstances in which courts should withhold decision, either from deference to the particular authority and competence of another branch of government, or from recognition of the functional limitations of the adversary system.” Reiman Corp. v. City of Cheyenne, 838 P.2d 1182, 1186 (Wyo.1992).

Among the doctrines under the umbrella of justiciability is standing. The concept of standing has been described as “one of ‘the most amorphous (concepts) in the entire domain of public law.’ ” Flast v. Cohen, 392 U.S. 83, 99 , 88 S.Ct. 1942, 1952 , 20 L.Ed.2d 947 (1968) (quoting Hearings on S.2097 Before the Subcomm. on Constitutional Rights of the Senate Judiciary Comm., 89th Cong., 2d Sess. 498 (1966) (statement of Prof. Paul A. Freund)). The history of the law on standing, described also as “cluttered, confused, and contradictory ...,” fairs no better. 20 3 Kenneth C. Davis, Administrative Law ⁴⁹⁹ Treatise, § 22.18 (1965 Supp.).

Justice William 0. Douglas observed on one occasion that “[generalizations about standing to sue are largely worthless as such.” Ass’n of Data Processing Serv. Orgs., Inc. v. Camp, 397 U.S. 150, 151 , 90 S.Ct. 827, 829 , 25 L.Ed.2d 184 (1970). In the present case, the parties throw the textbook on standing at the Court.

Unfortunately, the chapters in that textbook regarding Maryland law are often confusing and contradictory. One aspect of this confusion stems from the very definition of the concept of standing and its relation to other justiciability concepts. In particular, “the concept of the cause of action figures prominently in debates over how courts should analyze standing issues.” Anthony J. Bellia, Jr., Article III and the Cause of Action, 89 Iowa L.Rev. 777, 779 (2004). Thus, we begin with a general discussion of these concepts, as presented in this State and comparatively or analogously in the federal courts. “Under current [Supreme Court] doctrine, federal courts determine whether a plaintiff has standing by asking whether the plaintiff has suffered an injury in fact that is fairly traceable to the defendant’s conduct and that is likely to be redressed by a decision in the plaintiffs favor.” Bellia, supra, at 779 n. 5 (citing Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61 , 112 S.Ct. 2130, 2136 , 119 L.Ed.2d 351 (1992)).

Under this doctrine, the concepts of jurisdiction, standing, cause of action, 21 and remedy were treated separately. In order for ⁵⁰⁰ the federal courts to reach a claim properly, the complaint must meet the requirements for each of these doctrines as a prerequisite to judicial review of the claim. The Supreme Court of the United States explained the basic concept of each doctrine (in terms of the federal judicial system) as follows: [Jurisdiction is a question of whether a federal court has the power, under the Constitution or laws of the United States, to hear a case; standing is a question of whether a plaintiff is sufficiently adversary to a defendant to create an Art. Ill case or controversy, or at least to overcome prudential limitations on federal-court jurisdiction; cause of action is a question of whether a particular plaintiff is a member of the class of litigants that may, as a matter of law, appropriately invoke the power of the court; and relief is a question of the various remedies a federal court may make available. Davis v. Passman, 442 U.S. 228 , 239 n. 18, 99 S.Ct. 2264 , 2274 n. 18, 60 L.Ed.2d 846 (1979) (internal citations omitted).

That a plaintiff may satisfy one of these requisites does not mean necessarily that he can meet the other requirements. For example, the Supreme Court explained, “[a] plaintiff may have a cause of action even though he be entitled to no relief at all, as, for example, when a plaintiff sues for declaratory or injunctive relief although his case does not fulfill the ‘preconditions’ for such equitable remedies.” Id. (citing Trainor v. Hernandez, 431 U.S. 434, 440-43 , 97 S.Ct. 1911, 1916-17 , 52 L.Ed.2d 486 (1977)). In Davis v. Passman, the Supreme Court concluded that the petitioner had standing to bring the suit because, “[i]f the allegations of her complaint are taken to be true, she has shown that she ‘personally has suffered some actual or threatened injury as a result of the putatively illegal conduct of the defendant.’ ” Id.

(quoting Gladstone Realtors v. Village of Bellwood, 441 U.S. 91, 99 , 99 S.Ct. 1601, 1608 , 60 L.Ed.2d 66 ⁵⁰¹ (1979)). Despite concluding that the petitioner had standing, the Supreme Court emphasized that “|w]hether petitioner has asserted a cause of action, however, depends not on the quality or extent of her injury, but on whether the class of litigants of wdiich petitioner is a member may use the courts to enforce the right at issue. The focus must therefore be on the nature of the right petitioner asserts.” Id. This approach, which analyzes standing and cause of action as separate concepts, has not been embraced by all courts and has been criticized by many scholars. 22 The alternative approach, sometimes referred to as “cause of action” standing, simply asks whether governing law confers on the plaintiff a right to bring the claim to the courts.

Bellia, supra, at 779. Part of the rationale is that standing and cause of action are so interrelated that it is difficult to analyze one without the other creeping into the analysis. 23 ⁵⁰² Apparently, the appellate courts in Maryland have adopted the “cause-of-action” approach, 24 which groups the traditionally distinct concepts of standing and cause of action into a single analytical construct, labeled as “standing,” to determine whether “the plaintiff [has] show[n] that he or she ‘is entitled to invoke the judicial process in a particular instance.’ ” Kendall v. Howard Cnty., 431 Md. 590, 593 , 66 A.3d 684, 685 (2013) (quoting Adams v. Manown, 328 Md. 463, 480 , 615 A.2d 611, 619 (1992)); see also 120 West Fayette St., LLLP v. Mayor of Baltimore, 407 Md. 253, 270 , 964 A.2d 662, 671-72 (2009) (“As to standing, the question is ‘whether the interest sought to be protected by the complainant is arguably within the zone of interests to be protected or regulated by the statute or constitutional guarantee in question.’ ”) (quoting News American v. State, 294 Md. 30, 40 , 447 A.2d 1264, 1269 (1982)); Adams, 328 Md. at 480 , 615 A.2d at 619 (“One requirement of justiciability is that the plaintiff have standing in the sense that the person is entitled to invoke the judicial process in a particular instance.”) (citing Reyes v. Prince George’s Cnty., 281 Md. 279, 288 , 380 A.2d 12, 17 (1977)); Superior Outdoor Signs, Inc. v. Eller Media Co., 150 Md.App. 479, 501 , 822 A.2d 478, 491 (2003) (“For an affected interest to furnish a basis for aggrieved person standing, the interest must be legally protected. Thus, just as an impact on a person’s property interest affords a basis for standing, an impact on a person’s interest arising out of contract, protected from tortious invasion, or founded on a statute that confers a privilege likewise provides a basis for standing.”). ⁵⁰³ As such, we must understand the claims that are brought by a plaintiff prior to attempting to answer a challenge of standing. Thus, we provide first an overview of the procurement claims brought by Appellees, prior to analyzing whether they are required to exhaust administrative remedies or to aver a private right of action, and whether they have standing under either the taxpayer or property owner standing doctrines. 25 1.

Procurement Claims Brought by Appellees as Plaintiffs. The State Finance and Procurement Article of the Maryland Code, see SFP §§ 11-101 to 17-402, and its regulations, see Code of Maryland Regulations (COMAR) 21.01.01 to .14.07, govern the solicitation and award of certain state contracts for the purchase of goods and services. See Univ. of Md. v. MFE Inc., 345 Md. 86, 92 , 691 A.2d 676, 679 (1997) (“State procurement is governed by statute and regulation .. . ”). This set of Procurement statutes and regulations reflects the wide range of interests in the award of government contracts: “[a] contract with the State implicates the community of taxpayers and its representatives, procurement officers and their using agencies, and the MSBCA [Maryland State Board of Contract Appealsl members and the judges who review MSBCA decisions under the Administrative Procedures Act (APA).” Scott A. Livingston & Lydia B. Hoover, Principles of Maryland, Procurement Law, 29 U. Balt.

L.Rev. 1, 2 (1999). Where a contract is a “procurement contract,” the Procurement Code sets forth various methods for procuring goods and ⁵⁰⁴ services: competitive sealed bidding; competitive sealed proposals; non-competitive negotiation for human, social or educational services; sole source procurement; emergency or expedited procurement; small procurement; intergovernmental cooperative purchasing; auction bids; and unsolicited proposals. See SFP § 13-102. A “procurement contract” is defined as “an agreement in any form entered into by a unit for procurement ...,” 26 SFP § ll-101(n).

Moreover, “procurement” is defined as “the process of (i) leasing real or personal property as lessee; or (ii) buying or otherwise obtaining supplies, 27 services, 28 construction, 29 construction related services, 30 architectural services, 31 engineering services, 32 or ⁵⁰⁵ services provided under an energy performance contract,” and states that the term “includes the solicitation and award of procurement contracts and all phases of procurement contract administration.” SFP § ll-101(m). Subtitle 2 of Title 15 of the Procurement Code sets forth the statutory remedies for “dispute resolution” involving procurements under the Procurement Article. The Procurement Code’s general requirements are subject to many exceptions. For example, certain agencies are not subject to the State’s general procurement laws.

See, e.g., Building Materials Corp. of America v. Bd. of Educ. of Baltimore Cnty., 428 Md. 572, 576 , 53 A.3d 347, 349 (2012) (noting that local schools boards are not subject to the State’s general procurements laws). Procurement by those agencies are governed generally by other State statutes. See, e.g., Md.Code (1978, 2008 RepLVol.), Education Article § 5-112 ⁵⁰⁶ (requiring local school boards to comply with competitive bidding procedures in certain circumstances). The Executive Branch is permitted to enter contracts, which do not fall within the definition of a “procurement contract,” without compliance with the aforementioned provisions, but which are subject sometimes to other restrictions.

One example, which is relevant for purposes of this appeal, is SFP § 10-305, which provides that, subject to certain exceptions not pertinent here, “any real or personal property of the State or a unit of the State government may be sold, leased, transferred, exchanged, granted, or otherwise disposed of’ to “any person ... for a consideration the Board [of Public Works] decides is adequate.” SFP § 10-305(a)(l). Additionally, certain types of transactions (none of which are relevant here) are exempted from the procurement law altogether. See SFP § ll-203(a). In the present case, the State issued a RFQ to solicit a “Master Developer” to carry-out the State Center Project.

The State asserts that the Project — and its solicitation and formative contracts — were not subject to the Procurement Law because the transaction was principally a transfer of an interest in real property. According to the State Agencies, a RFQ was used as the initiating mechanism in light of the anticipated need for continued cooperation between the Developers and the State over the course of a multi-phase development. The MDA, First Amendment, and ground and occupancy leases were entered into by the parties according to the envisioned plan as described in the RFQ. Future occupancy leases would be awarded via the “sole source” authority pursuant to SFP § 13-107.

Appellees counter that the term “RFQ,” a term which does not appear in SFP Division II, is not a competitive source selection procedure. They argue that this approach was improper because the “essence” of the transaction was not the transfer of interests in real property, but the construction of the State Center complex for state offices. Moreover, according to Appellees, the “swap-out” of the members of the original Developers’ group, State Center, LLC, in 2009 and 2010, was a material change that required competitive source ⁵⁰⁷ selection, under SFP Division II, of new members of the Developers for the Project. Lastly, Appellees aver that the State “may not manufacture the conditions that give rise to a sole source and then claim that there is only one vendor capable of performing the task.” In challenging these aspects of the Project, Appellees did not challenge in their Original Complaint the EFQ because “it was not a binding development agreement for the Project.” Instead, they waited until late 2010 to challenge the “swap-out” of the members of the Developers’ group, as well as the MDA, the First Amendment, two ground leases, four occupancy leases, and the future occupancy leases — all in a fell swoop.

This approach triggers an additional level of analysis because, for each issue, we must decide whether we view the issue in light of the “essence” of the entire State Center Project or as individual challenges to each binding document. As will be seen later in this opinion, the appropriate approach depends on which challenge we are analyzing. We address first the claims by the State Agencies that, because the Legislature established an administrative agency (the Maryland State Board of Contract Appeals) to review protests relating to procurement contracts, Appellees were required to exhaust the available statutory administrative remedies. Because the Appellees failed to do so here, the State Agencies argue, they lacked the ability to prosecute their claims before the Circuit Court.

Next, we shall address the State Agencies’ contention that Appellees lack the right to bring their claim to the Circuit Court because they have no private right of action. Based on our disposition of these points, we move to addressing those predicates, as claimed by Appellees’ complaint, that they have the right to maintain their claims under the property owner standing and/or taxpayer standing doctrines. 2. Are the statutory administrative remedies really “available” here? One ground upon which a claimant may seek to redress an alleged wrong is through an administrative process, if one is provided to the claimant by the Legislature. ⁵⁰⁸ “A claimant ordinarily must seek to redress the wrong of which he complains by using the statutory procedure the legislature has established for that kind of case, if it is adequate and available, and that if he is unsuccessful and wishes aid from the courts, he must take judicial appeals in the manner the legislature has specified rather than by seeking to invoke the ordinary general jurisdiction of the courts....

Consequently, we have consistently held that where a special form of remedy is provided, the litigant must adopt that form and must not bypass the administrative body or official, by pursuing other remedies.” Maryland Comm’n on Human Relations v. Mass Transit Admin., 294 Md. 225, 231 , 449 A.2d 385, 388 (1982) (internal brackets omitted) (quoting Prince George’s Cnty. v. Blumberg, 288 Md. 275, 283-84 , 418 A.2d 1155, 1160 (1980)). In the present case, the State Agencies argue that Appellees’ Procurement Code claims fall under the exclusive jurisdiction of an administrative agency, the Maryland State Board of Contract Appeals, or the “Appeals Board” as the Code sometimes refers to it. See, e.g., SFP § 15-201 (“ ‘Appeals Board’ means the Maryland State Board of Contract Appeals”). Section 15-211(a)(l) of the State Finance and Procurement Article provides that “[t]he Appeals Board shall have jurisdiction to hear and decide all appeals arising from the final action of a unit ... on a protest relating to the formation of a procurement contract____” (Emphasis added.) The State Agencies argue that, because Appellees’ claims on-their-face “relat[e] to the formation of a procurement contract,” the General Assembly provided an explicit and exclusive remedy through the administrative appeal process of the Appeals Board for the violations alleged.

Because Appellees failed to exhaust this exclusive remedy, the State Agencies aver that Appellees lacked the ability to bring this suit in the Circuit Court. In response, Appellees plead ineligibility to file a protest with the Appeals Board. Therefore, the Appeals Board could not entertain their claims. Accordingly, they are not required ⁵⁰⁹ to exhaust the administrative remedy alleged by the State Agencies because that road was closed to them.

The Circuit Court found that “[w]hile it is arguable that Plaintiffs’ complaint may be in the nature of a ‘protest,’ given that Plaintiffs are not prospective bidders or offerors, or bidders or offerors, they would not be entitled to submit such a protest to the Appeals Board.” Further, the Circuit Court reasoned that, “the absence of a procurement contract arguably precludes the submission of a contract claim.” The Court explained, With regard to a contract claim, the Board clearly has jurisdiction over disputes arising out of performance, breach, modification or termination of a procurement contract. Plaintiffs allege that certain contracts and/or agreements entered into by the State were not made in accordance with procurement law. Arguably, Plaintiffs take issue with the formation of these contracts, to which they are not a party. Therefore, it appears that this is not the type of “contract claim” contemplated to be within the Board’s jurisdiction.

The Circuit Court concluded that, “[u]pon review of [SFP] §§ 15-215, 217 and COMAR 21.02.02.02, ... [the] Plaintiffs are not required to bring their claims before the Maryland State Board of Contract Appeals.” In reviewing whether the Circuit Court denied properly the State Agencies’ Motion to Dismiss, we “assume the truth of, and view in a light most favorable to the non-moving party, [Appellees,] all well-pleaded facts and allegations contained in the complaint, as well as all inferences that may reasonably be drawn from them----” RRC Ne., LLC, 413 Md. at 643 , 994 A.2d at 433 (citations omitted). Dismissal is proper “only if the allegations and permissible inferences, if true, would not afford relief to the plaintiff, i.e., the allegations do not state a cause of action for which relief may be granted.” Id. (citations omitted). Upon appellate review, the trial court’s decision to grant or deny such a motion is analyzed to determine whether the court was legally correct. ⁵¹⁰ We conclude that the Circuit Court’s denial of the Motions to Dismiss was correct as a matter of law.

In deference to the Legislature, we hold consistently that “ ‘[w]here an administrative agency has primary or exclusive jurisdiction over a controversy, the parties to the controversy must ordinarily await a final administrative decision before resorting to the courts for resolution of the controversy.’ ” Laurel Racing Ass’n v. Video Lottery Facility Location Comm’n, 409 Md. 445, 461 , 975 A.2d 894, 904 (2009) (quoting State v. State Bd. of Contract Appeals & Law Offices of Peter G. Angelos, 364 Md. 446, 457 , 773 A.2d 504, 510 (2001)). We have held that the Appeals Board, under Title 15 of the State Finance and Procurement Article, has either primary or exclusive jurisdiction. Peter G. Angelos, 364 Md. at 457 , 773 A.2d at 510 -11 (citing Driggs Corp. v. Md. Aviation, 348 Md. 389, 406-08 , 704 A.2d 433, 442-43 (1998)); see also Laurel Racing Ass’n, 409 Md. at 460-65 , 975 A.2d at 903-06 (examining a number of cases in which this Court has so held). “Consequently, a party must exhaust the administrative remedy and obtain a final administrative decision by the [Appeals Board] before resorting to the courts.” Laurel Racing Ass’n, 409 Md. at 460 , 975 A.2d at 903 . This requirement for exhaustion of administrative remedy applies, however, only if the Appeals Board has jurisdiction of the claim under scrutiny.

Where there is no statutory basis for the Appeals Board’s jurisdiction over a claim, the Appeals Board may not entertain the claim. See, e.g., MFE Inc., 345 Md. at 104-05 , 691 A.2d at 685 (holding that, because the Procurement statutes did not include governmental agencies in the list of those parties who could appeal the final action of a unit, the Appeals Board lacked subject matter jurisdiction over the governmental agency’s claim relating to a procurement contract). Where the jurisdiction of the administrative agency is an issue, the court must determine “whether, under all of the circumstances, the parties are entitled to a judicial decision concerning the nature of the contract prior to a final decision by the [Appeals Board].” Peter G. Angelos, 364 Md. at 457 , 773 A.2d at 510 . We have ⁵¹¹ required the courts to “await a final decision by the agency before reviewing the matter unless the administrative agency is palpably without jurisdiction.’ ” MFE Inc., 345 Md. at 104-05 , 691 A.2d at 685 (quoting Peter G. Angelos, 364 Md. at 458 , 773 A.2d at 511 ) (internal quotation marks omitted).

Thus, we are tasked here with determining whether, under the SFP, the Appeals Board was “palpably without jurisdiction” with regard to Appellees’ claims. Peter G. Angelos provides instructive guidance for our analysis. In that case, a fee dispute arose out of a contract between the Office of the Maryland Attorney General and a private law firm, pursuant to which the firm represented the State in tobacco litigation. The firm filed three separate contract claims to the Attorney General, who denied all three claims.

The firm appealed administratively the Attorney General’s denials to the Appeals Board. The Attorney General argued that the contract was not a procurement contract and, thus, the Appeals Board had no jurisdiction. Prior to any action by the Board, the State and the Attorney General filed in the Circuit Court for Baltimore City a complaint seeking an injunction and a declaration that the Board had no jurisdiction. The firm intervened.

Additionally, the State and the Attorney General filed a motion with the Appeals Board to dismiss the Firm’s appeal to the Board for lack of jurisdiction. The Appeals Board determined that the disputed contract was subject to the Procurement Code and denied the motion. Thus, at the time the judicial appeal was heard, the administrative action was pending before the Board. While the primary question on appeal was “whether the Attorney General’s authority to hire private legal counsel is subject to Maryland’s general procurement law,” Peter G. Angelos, 364 Md. at 450 , 773 A.2d at 506 , this Court noted that “the more appropriate question is whether, under all of the circumstances, the parties are entitled to a judicial decision concerning the nature of the contract prior to a final decision by the Board of Contract Appeals.” Id., 364 Md. at 457 , 773 ⁵¹² A.2d at 510.

We concluded that, “[r]egardless of how the ‘procurement contract’ issue is ultimately resolved, it is obvious that the [Appeals Board] is not ‘palpably without jurisdiction.’ ” Id., 364 Md. at 458 , 773 A.2d at 511 . We found that “[w]hile [the disputed contract] may or may not technically be a ‘procurement contract’ within the meaning of the state procurement law, the issue is obviously a reasonably debatable one.” Id. (emphasis added). Because the parties’ dispute on this point was “reasonably debatable,” we concluded that, “[a]s the agency charged with making final administrative adjudications under the procurement law, the [Appeals Board’s] determination of the issue, embodied in a final decision by the Board, would be helpful prior to a judicial resolution of the issue.” Id.

In the present case, whether the formative enforceable contracts of the Project are “procurement contracts” is “reasonably debatable.” Thus, if that were the only element of the Appeals Board’s jurisdiction requiring consideration, then we would resolve that the Appeals Board was not “palpably without jurisdiction” and the Circuit Court was required to await a final decision of the Appeals Board prior to issuing any judicial decision. The analysis, however, does not end there. Section 15-211(a)(l) of the SFP provides, in pertinent part, that “[t]he Appeals Board shall have jurisdiction to hear and decide all appeals arising from the final action of a unit ... on a protest relating to the formation of a procurement contract ...” 33 (emphasis added). Under the Procurement Law, however, the ability to obtain a “final action of a unit” from which to appeal is limited to certain persons.

As a prerequisite to obtaining a “final action of a unit,” a person must file first a protest under SFP § 15-217. Only certain ⁵¹³ persons may file a protest, however. As SFP § 15-220(a) provides, Except for a contract claim related to a lease for real property, a bidder or offeror, a prospective bidder or offeror, a unit, or a contractor may appeal the final action of a unit to the Appeals Board. SFP § 15-220(a) (emphasis added).

Therefore, a person who is not “a bidder or offeror, a prospective bidder or offeror, a unit or a contractor” may not appeal the final action of a unit to the Appeals Board. The Circuit Court found that none of the Plaintiffs/Appellees in this case was “a bidder or offeror, a prospective bidder or offeror, a unit or a contractor” to the challenged contracts and, thus, could not appeal the final action of the relevant unit to the Appeals Board. Both in the trial court and on appeal, the State Agencies latch onto the fact that “[i]n [Appellees’] first Complaint, the [Appellees] themselves alleged they were ‘excluded from the bidding process’ for the State Center contract. The [Appellees] further contended that they were ‘ready, willing, and able to submit proposals to lease [to the State] comparable office, retail and parking space ... on terms that are more favorable’ than those the State agencies allegedly are receiving from the defendant State Center, LLC.” The State Agencies aver that “[a]fter reviewing the defendants’ first motion to dismiss — explaining the indisputable legal requirement timely to initiate and then to exhaust administrative remedies, the plaintiffs attempted to cleanse such suggestions from their complaint.” The State Agencies, citing MEMC Electronic Materials, Inc. v. BP Solar International, Inc., 196 Md.App. 318 , 9 A.3d 508 (2010), for the proposition that “a prior complaint is ‘an admission,’ ” urge that Appellees “cannot walk away from prior allegations through pleading amendments.” Moreover, the State Agencies contend that “[Appellees’] disagreement amongst themselves — between their first complaint and amended complaint — demonstrates that their status as prospective bidders is ‘reasonably debatable.’ ” Thus, in the State’s view, because “[i]f a question determining the Board’s jurisdiction is ‘reason ⁵¹⁴ ably debatable,’ it must be submitted to the Board first,” the Circuit Court “erred by resolving the question itself.” We disagree with the State Agencies’ interpretation of precedent on the effect of amended pleadings.

In MEMO, the Court of Special Appeals restated the well-established principle that “[f]or pleading purposes, an amended complaint that does not incorporate or otherwise reference a prior complaint supersedes prior complaints and becomes the operative complaint.” 196 Md.App. at 348 , 9 A.3d at 526 (citing Shapiro v. Sherwood, 254 Md. 235, 239 , 254 A.2d 357, 359 (1969)). The intermediate appellate court went on to recognize that “[t]his does not necessarily mean, however, that the contents of a superseded pleading may not be admissible in evidence as an admission or for purposes of impeachment.” Id. The court explained, “[a]s is true with all questions of admissibility, ... the admissibility of complaints has to be determined on a case by case basis, after due consideration of relevance, potential prejudice, and any rule of exclusion that might be applicable to specific content.” Id. The court found, in that case, “the [circuit court’s] ruling [to not admit the contents of a superseded pleading into evidence] was within the trial court’s discretion.” MEMO, 196 Md.App. at 349 , 9 A.3d at 526 .

Applying those principles to the present case, we conclude that the Circuit Court’s ruling that Appellees were not debatably “bidders or offerors” or “prospective bidders or offerors,” 34 despite the allegations in the Original Complaint, was ⁵¹⁵ correct and made properly by the court. The Amended Complaint superseded the Original Complaint. Moreover, the allegations in the Amended Complaint did not contradict outright those in the Original Complaint. Both Complaints averred that the Developers were procured illegally and that the negotiations and modifications since then constituted additional illegality. 35 Thus, in viewing the facts in a light most favorable to the non-xnoving party (Appellees), we view the Complaint as the Circuit Court did and conclude that Appellees (as a group or individually) were ineligible to submit a response to the RFQ seeking to be selected as Master Developer.

Because we agree with the Circuit Court that none of the Appellees were “a bidder or offeror, a prospective bidder or offeror, a unit or contractor,” we conclude that the Appeals Board lacked jurisdiction over their claims advanced in this litigation. Because the Appeals Board was “palpably without jurisdiction” over Appellees’ claims, Appellees were not required to exhaust any administrative remedy in this case and the propriety of the Circuit Court’s consideration of their claims depended solely upon whether the court had jurisdiction otherwise. See Schley v. Lee, 106 Md. 390, 403-04 , 67 A. 252, 257-58 (1907) (finding that, where the taxpayer could not avail himself of the right of appeal of an unlawful assessment to the Comptroller and Treasurer, which was given to the corporation, but that which would have a serious loss and injury upon the taxpayers of the country through the consequent reduction of the basis of taxation for county purposes, the taxpayer had a right to relief in equity by injunction to restrain the proposed unlawful act of the public official). ⁵¹⁶ 3. Private Right of Action The State Agencies argued that Appellees lacked the right to bring their claims before the Circuit Court because the Procurement Code that forms the foundation of Appellees’ complaint did not create a private right of action by which they could avoid the administrative authority, and that taxpayer standing is not a substitute.

We note first that, as explained further below, whether a private right of action exists for Appellees to bring any procurement claim to the Circuit Court is a different question than whether taxpayer standing doctrine permits Appellees to bring their procurement claims to the Circuit Court. Preliminarily, we address the propriety of addressing these issues because Appellees urge this Court, in their Motion to Dismiss, to dismiss that portion of the State’s brief to this Court devoted to the argument of an asserted absence of a private cause of act under the Procurement Law because it was not preserved in the Circuit Court and it was not presented properly to this Court in the Petition for Writ of Certiorari. In reviewing the lengthy record extract, we find that the State Agencies and Developers argued extensively that the administrative remedies provided in the Procurement Law are the sole remedies available for “all disputes arising under a contract with any State agency ...” and that, because no other private right of action existed, Appellees could not bring their claims to the Circuit Court. Moreover, the Developers argued, albeit briefly, in their Reply in Support of their Motion to Dismiss, filed on 9 March 2011, that taxpayer standing did not provide a substitute path to the Circuit Court.

See Reply in Support of [their] Motion to Dismiss Amended Complaint, at 9 (“The [Appeals Board] thus has primary jurisdiction over Plaintiffs’ claims, regardless of their status as protestors or taxpayers.”). Moreover, the questions presented in the State’s Petition for Writ of Certiorari focused on whether the Circuit Court lacked jurisdiction because the claims fell within the primary or exclusive jurisdiction of the Appeals Board and did not ⁵¹⁷ address explicitly the alleged lack of a private right of action. Despite this focus, we find that these issues are more properly labeled as sub-issues of the questions presented in the Petition for Writ of Certiorari and, thus, are included properly. Because the State Agencies and Developers touched upon both of these arguments before the trial judge in their Motions to Dismiss and we find the private right of action argument fairly to be a sub-part of the questions presented in the Petition for Writ of Certiorari, we find that it would be proper for us to address them, but nonetheless we do not reach the merits ultimately.

In this section of the opinion, we address solely the State Agencies’ argument that a private right of action does not exist for Appellees to bring any procurement claim to the Circuit Court. Later, as part of our consideration of taxpayer standing, we address whether that doctrine permits Appellees to bring their procurement claims to the Circuit Court. A private right of action is a basis upon which a claimant may bring a claim. In the past, this Court addressed this basis for standing when a plaintiff alleged standing specifically on this ground.

We held repeatedly that, for purposes of standing, the claimant alone is responsible for raising the grounds for which his right to access to the judiciary system exists. See, e.g., Kendall, 431 Md. at 607-08 , 66 A.3d at 694 (refusing to address taxpayer standing because petitioners did not assert it). Because Appellees insist that an implied private right of action is not the basis for their standing, we do not address further the argument. 4. Property Owner & Taxpayer Standing Doctrines Two additional doctrines permit a property owner or taxpaying inhabitant to bring a claim where his, her or its proprietary interests are injured by an alleged ultra vires or illegal governmental act.

These doctrines are unique in that, essentially, where conferred upon a complainant, the doctrines provide the “cause of action” standing sufficient for justiciability. In other words, these doctrines, when asserted properly, provide both the cause of action (or claim) and the right of the ⁵¹⁸ individual to assert the claim in the judicial forum. Moreover, both doctrines provide avenues for a complainant to challenge what may be termed as a “public wrong,” the allegedly unlawful actions of the government. As Professor Jaffe explained, the line distinguishing a “public” and “private” right is fuzzy at best: Let us denominate the two types of suit broadly as “public” and “private,” although the line between the two cannot be conceived absolutely.

The plaintiff in asserting a “public right” may be a person who is affected no differently from any other person. This would be the broadest possible category of potential plaintiffs. A shade narrower is the category of “citizen”; and the category of “taxpayer” will include some who are and some who are not “citizens.” Yet an action by any of these can properly be thought of and evaluated as a public action. As the class grows smaller, a member of it will be more particularly affected; quite apart from the availability of a public action, he may be able to bring himself within the class of persons entitled to protest an interference with their “rights” or “interests.” The difficulty involved in drawing a line between the two types may be one argument against any distinction based on the plaintiffs degree of involvement.

Louis L. Jaffe, Standing to Secure Judicial Review: Public Actions, 74 Harv. L.Rev. 1265, 1267 (1961). In light of the “public” nature of the alleged wrongs under these doctrines, it is important to remember that the general rule that “ ‘... where the duty about to be violated by the corporation or its officers is public in its nature, and affects all of the inhabitants alike, that one not suffering any special injury cannot in his own name or by uniting with others maintain a bill to enjoin it’ ” still applies in both of these doctrines. Kelly v. City of Baltimore, 53 Md. 134, 141 (1880) 36 (quoting 2 Dillon, Municipal Corporations ⁵¹⁹ § 736 (1872)).

Accordingly, under each of the doctrines, the complainant must have a special interest in the subject-matter of the suit distinct from that of the general public. The implication of this requirement is that a major component of each of the doctrines is the definition of a sufficient “injury” to confer standing upon a complainant. While these doctrines share such basic similarities, the requisites for a sufficient “standing” differs, such that each doctrine has a set of its own requisites. Thus, a taxpayer who owns property within a municipality or other governmental district (such as a State) may allege a sufficient injury to bring suit for an illegal or ultra vires municipal act under the taxpayer standing doctrine, but not under the property owner standing doctrine, or vice versa.

Despite the differences, complainants who allege property owner standing will assert, and often successfully establish, taxpayer standing as well. The overlapping nature of these doctrines has led this Court to issue many opinions addressing both of these doctrines in a somewhat convoluted, mixed result manner. Such an approach, which, at times, suggests that the requirements to establish the applicability of each doctrine blend together, has led to some confusion. As discussed below, however, each doctrine has separate requirements.

When a complainant alleges standing under both doctrines, the issues related to each doctrine should be analyzed separately, even if this renders repetitive portions of the discussion of the facts. a. Property owner standing The property owner standing doctrine recognizes that owners of real property may be “specially harmed” by a decision or action (usually related to land use) in a manner different from the general public. The basis of this type of “standing” is found in the zoning law concept of “special aggrievement,” which stems, in turn, from the State’s statutory zoning laws. Recently, in Ray v. Mayor of Baltimore, 430 Md. 74 , 59 A.3d 545 (2013), we analyzed who qualifies as a ⁵²⁰ “person aggrieved” for purposes of standing for judicial review of a planned unit development (“PUD”) ordinance, under Md.Code (1957, 2010 Repl.Vol.), Article 66B, § 2.09(a)(l)(ii), which provided: (a) Who may appeal; procedure.

(1) An appeal to the Circuit Court of Baltimore City may be filed jointly or severally by any person, taxpayer, or officer, department, board, or bureau of the City aggrieved by: (i) A decision of the Board of Municipal and Zoning Appeals; or (ii) A zoning action by the City Council. 430 Md. at 80 , 59 A.3d at 549 (emphasis added in Ray) (quoting Md.Code (1957, 2010 Repl.Vol.), Art. 66B, § 2.09(a)(1)(h)). The Ray Court described a “person aggrieved” by the decision of a board of zoning appeals as: “one whose personal or property rights are adversely affected by the decision of the board. The decision must not only affect a matter in which the protestant has a specific interest or property right but his interest therein must be such that he is personally and specially affected in a way different from that suffered by the public generally.” 430 Md. at 81 , 59 A.3d at 549 (emphasis added in Ray) (quoting Bryniarski v. Montgomery Cnty. Bd. of Appeals, 247 Md. 137, 144 , 230 A.2d 289, 294 (1967)).

Ray continued to summarize a long line of cases analyzing the zoning law concept of an “aggrieved person.” Guiding this precedent are the roots of the concept which is found in the- laws pertaining to the tort action of public nuisance. 37 Ray, 430 Md. at 82 , 59 A.3d at 549 -50 (citing 4 ⁵²¹ Edward H. Ziegler, Jr., Rathkopfs The Law of Zoning and Planning § 63:14 (2012)). As we cited in Ray , The “special damage” rule was an outgrowth of the law of public nuisance. Inasmuch as a public nuisance was an offense against the state and, accordingly, was subject to abatement on motion of the proper governmental agency, an individual could not maintain an action for a public nuisance unless he suffered some special damage from the public nuisance. 430 Md. at 82 , 59 A.3d at 549 (emphasis added in Ray) (internal brackets and quotation marks omitted) (quoting Ziegler, supra, § 63:14). “Without the special damage, ‘a private citizen has no standing to champion the right of the public in abating a public nuisance.’ ” Ray, 430 Md. at 82 , 59 A.3d at 549 -50 (quoting Ziegler, supra, § 63:14 n. 1). Similarly, in the property owner standing doctrine, unless the complainant alleges sufficient “special aggrievement,” the complainant has no standing to challenge the act, but rather is merely “generally aggrieved,” in a similar manner as the rest of the public. 38 With this background in mind, a long line of cases in this State developed principles governing property owner standing in Maryland to be used to analyze who qualifies as a “person aggrieved” for purposes of standing for judicial review of zoning ordinances and regulations.

See Ray, 430 Md. at 80-87 , 59 A.3d at 548-52 (summarizing the governing principles). Before considering these principles here, however, we must determine first whether the principles, which were limited traditionally to judicial review of the decisions of zoning bodies (and nuisance actions), apply in this case, in which the Circuit Court exercised jurisdiction over claims involving the Project. Because we conclude that the present case is a kind of “land-use decision” or action susceptible to these principles, we ⁵²² analyze the applicable principles governing the concept of “special aggrievement” further and determine that they do not confer standing upon Appellees in this case. 39 i. Whether property owner standing doctrine applies here?

As a preliminary matter, the State Agencies aver (briefly) in their brief that the property owner standing doctrine is inappropriate altogether to the type of challenge mounted in this case. According to the State Agencies, property owner standing is available only to challenges of pure-bred land-use decisions, such as zoning and nuisance claims. Because this case does not involve such a land-use decision, the State Agencies aver that this species of standing cannot support a claim grounded on the Procurement Law. Appellees counter that this argument is meritless because this Court provided property owner standing to challenge an ultra vires Baltimore City development project in 120 West Fayette Street, LLLP v. Mayor of Baltimore, 407 Md. 253, 270-72 , 964 A.2d 662, 671-73 (2009) (“Superblock I ”) 40 As previously mentioned, the principles of property owner standing in Maryland stem from the State’s statuto ⁵²³ ry zoning laws, which grant an “aggrieved person” the right to challenge many zoning actions.

See Ray, 430 Md. at 80-81 , 59 A.3d at 548-49 (analyzing the definition of an “aggrieved person” under the then-current zoning enabling statute, Md. Code (1957, 2010 Repl. Vol.), Article 66B, § 2.09(a)(l)(ii)); Bryniarski, 247 Md. at 143-44 , 230 A.2d at 294 (analyzing the definition of a “person aggrieved” under the then-current zoning law, Md.Code (1957, 1965 Cum.Supp.), Article 66B, § 7(j)). 41 Although the zoning laws serve as the origin of these principles governing the “special aggrievement” requirement, we held in Superblock I that these principles permit eligible plaintiffs to invoke the jurisdiction of the courts to challenge a greater variety of “land use decisions” and actions than thought to be the case previously. Superblock I, 407 Md. at 270-73 , 964 A.2d at 671-73 . In Superblock I, we explained, Because “land use ... is at least one of the prime considerations with which an urban renewal plan is reasonably sure to be concerned,” Master Royalties v. Balto.

City, 235 Md. 74, 92 , 200 A.2d 652, 661 (1964), we conclude that the principles that confer standing upon an adjoining, confronting or neighboring property owner to seek judicial review of land use decisions, logically extend to an adjoining, confronting or neighboring property owner that is challenging a municipalities’ [sic] allegedly illegal avoidance of urban renewal and procurement ordinances. Id. (citations omitted). We held that “120 West Fayette had standing to challenge the legality of the City’s entry into a Land Disposition Agreement (LDA) to sell to Lexington Square Partners, LLC (Lexington Square) property in the Superblock,” an urban redevelopment area in downtown Baltimore. 120 West Fayette St., LLLP v. Mayor of Baltimore, 426 Md. 14 , 43 A.3d 355 (2012) (“Superblock III”) (citing Superblock I, 407 Md. at 258 , 964 A.2d at 664-65 ). ⁵²⁴ This holding of Superblock I was limited, however, when we addressed the same issue in the third iteration of the Super-block project litigation.

In round three of the Superblock project litigation, 120 West Fayette asserted, inter alia, that Superblock I provided it with the grounds for legal standing under its facts. Superblock III, 426 Md. at 25-26 , 43 A.3d at 362 . The Court rejected that argument and, first, found Superblock I “fundamentally distinguishable”: In essence, 120 West Fayette claimed a violation of a law in Superblock I, but claims in the instant case the breach of a contractual provision. The distinction renders inapposite the holding of Superblock I, extending taxpayer and adjoining landowner standing to a party alleging a violation of an urban renewal ordinance.

Superblock III, 426 Md. at 27-29 , 43 A.3d at 363-64 (emphasis added). Next, the Superblock III Court explained why the property owner standing principles did not apply in that case to confer standing, namely, the challenged execution of the Memorandum of Agreement (MOA) was not a land use action. The Court stated that, “[generally defined, a land use decision is a decision (typically an ordinance or regulation) enacted or promulgated by a legislative or administrative body for the purpose of directing the development of real estate.” Id. The majority found, in that case, that the “MOA ... is not an ordinance, variance or permit.

Furthermore, the MOA binds only two parties (as opposed to the general public). The MOA was not enacted by a legislative or administrative body.” Superblock III, 426 Md. at 33 , 43 A.3d at 366 . Most importantly, the Court found that the “the MOA does not direct the use or development of real estate in the Superbloek,” even though the MOA purported to vest the Historic Trust with the authority to control demolition of regulated structures in a historic area. Id.

The statute which established the Trust and described its responsibilities did not empower the Trust to direct the development of real estate, but rather required a State unit that issues permits or licenses for demolition to “cooperate” with the Trust by providing it with notice and consulting with it before taking any final action to permit demolition. Superblock III, 426 Md. at 33-35 , 43 A.3d at 366-68 . Thus, the majority concluded that the MOA was not a ⁵²⁵ land use decision or action and, therefore, “120 West Fayette cannot rely on the principles that extend standing to an adjoining landowner in review of land use decisions.” Super-block III, 426 Md. at 35 , 43 A.3d at 368 . In the present case, unlike the three Superblock cases, each of which challenged an individual aspect of the Superblock Project, Appellees challenged the MDA, the First Amendment, the ground and occupancy leases, as well as the State’s commitment to future leases.

Thus, we must divide our analysis to determine whether each of these contracts is a “land use decision” or action subject to being challenged under the property owner standing doctrine. In so doing, we conclude, for the purpose of property owner standing analysis, that the MDA and the First Amendment are “land use decisions” or actions, but the occupancy and ground leases (present and future) are not. In regards to the MDA and the First Amendment, although not traditional land use regulations or ordinances, these formative contracts to the Project govern the development of real estate at the State Center. See Long Green Valley Ass’n v. Bellevale Farms, Inc., 205 Md.App. 636, 687-88 , 46 A.3d 473, 504 (2012), aff'd on other grounds, 432 Md. 292 , 68 A.3d 843 (2013) (concluding that “[although not a traditional land-use regulation, the [challenged] program[, which] provides a financial incentive to landowners to voluntarily restrict their land to agricultural and woodland use rather than commercial, industrial, or residential use,” is a “land use decision” under Super-block I).

As in Superblock I, land use is patently one of “the prime considerations” in the urban renewal project at the State Center and its formative documents and agreements intend to bind the general public to the Project with the Developers. See Superblock I, 407 Md. at 272 , 964 A.2d at 673 . Moreover, Appellees’ complaint alleges a violation of the Procurement Law, not of any contractual obligations between two parties. 42 Thus, Superblock I extends to this case for the ⁵²⁶ challenges to those contracts and “the principles that confer standing upon an adjoining, confronting or neighboring property owner to seek judicial review of land use decisions, logically extend to an adjoining, confronting or neighboring property owner that is challenging a [Government’s] allegedly illegal avoidance of ... procurement ordinances [or statutes].” Id. (citations omitted). 43 In contrast, however, the ground and occupancy leases do not constitute a “land use decision” or action for the same reasons set forth in Superblock III, 426 Md. at 27-29 , 43 A.3d at 363-64 .

The ground and occupancy leases do not direct the development of any real property. Rather, they commit the State (in a similar manner as any lessee who enters into a lease) to lease the property once the development is accomplished. Thus, Appellees may allege, if they did, a claim under the property owner standing doctrine to challenge the MDA and the First Amendment, but not the ground or occupancy leases. 44 ii Whether Appellees alleged sufficient facts for “special aggrievement” to confer property owner standing? Because we conclude that the principles governing property owner standing apply to Appellees’ challenges to the MDA and the First Amendment, we apply those relevant ⁵²⁷ principles to scrutinize what Appellees alleged to support such standing.

First, we consider what constitutes “special aggrievement,” as established in precedent interpreting the zoning version of a “person aggrieved.” Then, we analyze whether Appellees’ allegations in the Amended Complaint confer property owner standing upon them. In this analysis, Appellees need only allege sufficient facts that at least one of them qualifies as “specially aggrieved” because “ ‘[w]here there exists a party having standing to bring an action or take an appeal, we shall not ordinarily inquire as to whether another party on the same side also has standing.’ ” Long Green Valley Ass’n, 205 Md.App. at 652 , 46 A.3d at 483 (quoting Bd. of License Comm’rs v. Haberlin, 320 Md. 399, 404 , 578 A.2d 215, 217 (1990)). We begin by reiterating a brief overview of the “special aggrievement” requirement, found largely in Ray’s recent and thorough discussion of this requirement. In discussing the “special aggrievement” principles, the Ray Court restated two general guiding principles: First, “[a]n adjoining, confronting or nearby property owner is deemed, prima facie, to be specially damaged and, therefore, a person aggrieved.” [Bryniarski, 247 Md.] at 145, 230 A.2d at 294 .

Second, “[a] person whose property is far removed from the subject property ordinarily will not be considered a person aggrieved ... [unless] he meets the burden of alleging and proving ... that his personal or property rights are specially and adversely affected.” Id., 230 A.2d at 295 . 430 Md. at 81 , 59 A.3d at 549 (some alterations in original). Beyond these general guiding principles, the standard for “what it means to be ‘specially affected’ or how one proves that his harm is different from the public harm ... is flexible in the sense that it is based on a fact-intensive, case-by-case analysis.” Id. The Ray Court reviewed comprehensively the facts of prior cases discussing property owner standing and found that, in sum, “Maryland courts have accorded standing to challenge a ⁵²⁸ rezoning action to two types of protestants: those who are prima facie aggrieved and those who are almost prima facie aggrieved.” 430 Md. at 85 , 59 A.3d at 551 . The Court defined the first category of a “prima facie aggrieved” protestant as one whose “proximity makes him an adjoining, confronting, or nearby property owner.” Id.

Second, “[a] protestant is specially aggrieved when she is farther away than an adjoining, confronting, or nearby property owner, but is still close enough to the site of the rezoning action to be considered almost prima facie aggrieved, and offers ‘plus factors’ supporting injury.” Id., 430 Md. at 85 , 59 A.3d at 551-52 . Otherwise, “[ojther individuals are generally aggrieved.” Id., 430 Md. at 85 , 59 A.3d at 552 . In addition to the two types of protestants accorded standing by this Court previously, the Ray Court noted that “[djicta in Maryland cases suggest a third, poorly-defined category of protestants with standing who, despite being ‘far removed from the subject property,’ ” may be able nevertheless “to establish ‘the fact that his personal or property rights are specially and adversely affected by the board’s action.’ ” Ray, 430 Md. at 85-86 , 59 A.3d at 552 (quoting Bryniarski, 247 Md. at 145 , 230 A.2d at 295 ). Despite this observation, Ray found no instance in which the Court held that a person who was far removed from the site of rezoning actually qualified as “specially aggrieved.” Id., Id., 430 Md. at 86 , 59 A.3d at 552 .

Now, having established the proper approach to our analysis of a claim mounted on the back of the property owner standing doctrine, we move on to the relevant allegations in this case and determine whether Appellees fit within any of the aforementioned categories of parties with standing. (1) Prima Facie Aggrieved Property Owners? First, we consider whether Appellees are “prima facie aggrieved” or, in other words, whether “[their] proximity makes [them] ... adjoining, confronting, or nearby property owner[s].” Ray, 430 Md. at 85 , 59 A.3d at 551 . Appellees argue that the allegations in their Complaint that “they own or operate property, not only affected, but directly targeted, by ⁵²⁹ the Project” were sufficient to qualify them as “prima facie aggrieved.” Although Appellees acknowledge that, “[i]n prior cases the test for proximity has been measured by distance,” they contend that “the test ‘is not readily reduced to a set of rules,’ [Ray, 430 Md. at 77 , 59 A.3d at 547 ,] and in this case it should be a functional one.” As Appellees see it, this case is unique, and unlike the PUD in Ray , because “the Project directly and uniquely harms [Appellees] as surely as if they were located directly across the street from it.” The “functional” test for proximity that Appellees urge us to adopt in evaluating whether a property owner is proximate to the project recognizes the “purpose, intent, scope, size, nature, and consequences of the project.” Illustrating these considerations, they hypothecate an example of “a property owner 3,000 feet from a nuclear waste dump or odiferous slaughterhouse is likely ‘proximate,’ while one the same distance from a child’s tot lot likely is not.” Specifically, Appellees argue that the TOD nature of the Project demands that the area of the State Center, the subject property from which proximity is analyzed, be expanded to the entire TOD area.

Appellees maintain that they “are in the economic, if not literal, shadow of this Project, [and] abut the TOD district,” and, thus, are prima facie aggrieved. The State Agencies counter that Appellees, each of which are located more than 3,000 feet from the outermost boundary of the State Center Project, are not located proximately enough to enjoy property owner standing. Moreover, according to the State Agencies, the challengers’ reliance on the “effects” of the project extending into downtown is misplaced because “this Court has never recognized proximity to the effects of a land use as a basis for standing.” We reject Appellees’ invitation to extend the test of proximity in this doctrine. While “the test to show standing ... is fact-sensitive and is not readily reduced to a set of rules,” the test “has been established in Maryland for more than half a century----” Ray, 430 Md. at 77 , 59 A.3d at 547 .

During this time period, this Court has developed a set analytical frame ⁵³⁰ work to determine whether a litigant meets the standing requirements. Contrary to Appellees’ wishes, this Court is not inclined to redefine the basis of this framework. Accordingly, Ray controls this analysis by providing that “[w]hen deciding whether a protestant is prima facie aggrieved, ... proximity is the only relevant factor ... [and] the sole determinative factor.” 430 Md. at 83 n. 6, 59 A.3d at 550 n. 6 (emphasis added). The Court clarified that the proximity “inquiry is focused solely on whether the protestant is ‘[a]n adjoining, confronting or nearby property owner.’ ” Id.

(brackets added in Ray) (emphasis added) (quoting Bryniarski, 247 Md. at 145 , 230 A.2d at 294 ). Thus, the “prima facie aggrievement” analysis is focused solely on proximity, as measured by physical distance from the subject property. Because prima facie aggrievement analysis is limited as such, we do not analyze the other factors urged by Appellees to become part of this analysis here, but rather analyze them as part of the other categories of potential “specially aggrieved” property owners, where they belong more properly. 45 Examining the physical location of Appellees’ properties relative to the Project in this case, we conclude that Appellees’ properties are too far away from the State Center to be considered as prima facie aggrieved. The physical locations of Appellees’ properties are at a range of distances of 0.57 ⁵³¹ miles at the closest to 0.84 miles at the furthest from the State Center.

Such a distance cannot be classified as satisfying the “adjoining, confronting or nearby” test for prima facie aggrievement. See Ray, 430 Md. at 83 , 83 n. 6, 59 A.3d at 550 , 550 n. 6. Compare with Sugarloaf v. Dep’t of Environment, 344 Md. 271, 298-99 , 686 A.2d 605, 618-19 (1996) (holding as prima facie aggrieved protestants who owned property adjacent to the tract containing a solid waste incinerator) (emphasis added); Wier v. Witney Land Co., 257 Md. 600, 612-13 , 263 A.2d 833, 839-40 (1970) (holding as prima facie aggrieved protestants who owned property “in sight distance of the property forming the subject of the petition” and “located approximately 1,100 feet from one of the parcels reclassified by Board”) (emphasis added); Bryniarski, 247 Md. at 148 , 230 A.2d at 295-96 (holding as prima facie aggrieved protestants described as “owners of property immediately contiguous or in close proximity of the proposed site for the apartment hotel”) (emphasis added); Comm. for Responsible Development on 25th Street v. Baltimore, 137 Md.App. 60, 86 , 767 A.2d 906, 920 (2001) (“[T]o be considered an aggrieved party, the complaining property owner must be in ‘sight or sound’ range of the property that is the subject of his complaint.”) (emphasis added). In an attempt to circumvent this clear precedent, Appellees attempt to extend the “lebensraum” of the State Center Project through annexation of the TOD area.

This attempt fails, however, to satisfy the “special and adverse!’ ] affect” that is required to transmute the asserted general injury into a specific one. Using the TOD area to define the affected area would provide virtually every property owner in the City with standing. This Court has held multiple times that similarly sweeping definitions of “proximity” destroy the very concept of “special aggrievement.” For example, in Ray , this Court rejected the argument that, in analyzing “proximity,” the court should define the aggrieved class as the entire city “neighborhood” in which each protestant lived. 430 Md. at 87-90 , 59 A.3d at 552-54 . The Ray Court explained, the creation of a class of aggrieved persons is done on an individual scale and not based on delineations of city ⁵³² neighborhoods.

See Marcus [v. Montgomery Cnty.], 235 Md. [535,] 538, 541, 201 A.2d [777,] 779, 781 [(1964)] (denying standing to property owner 0.75 miles from site because “[t]here is no evidence that his home is within sight of the subject properties nor that the proposed rezoning would have any effect whatever on it except such effect as all other residential properties in the whole Wheaton and Glenmont area of Montgomery County might suffer”); see also DuBay [v. Crane ], 240 Md. [180,] 183, 213 A.2d [487,] 489 [ (1965) ] (“[I]n addition to showing the proximity of one property to the other, [standing] requires proof of the adverse effect the changed status of the rezoned property has, or could have, on the use, enjoyment and value of the property of the protestant in order to establish the status of the appellant as an aggrieved person.”). As we sketched out above, with the exception of those protestants who are prima facie aggrieved, the requirement that an individual prove special aggrievement has been well-established for more than half a century. We are not aware of any case in which this Court has deviated from that standard. Id., 430 Md. at 88-89 , 59 A.3d at 553-54 (emphasis added) (footnotes omitted).

Appellees attempt to distinguish this analysis in Ray by explaining that the TOD area expands the area of the Project, not the class of aggrieved persons. This argument, albeit framed differently than in Ray , similarly fails, though, to explain how such a definition would support the notion of a “special aggrievement.” At the core of this argument (and that rejected in Ray) is the failure to recognize that such a wide sweep is not consistent with the “roots” of this concept of special aggrievement, as discussed earlier. In light of the “roots” of the property owner standing doctrine and our precedent, we reject Appellees’ attempt to expand the proximity test to include the “purpose, intent, scope, size, nature, and consequences of the project,” specifically by measuring proximity from the entire TOD area. 46 ⁵³³ Similar to Ray , Appellees here failed to allege how the State Center Project “would cause him or her any unique or special kind of damage other than that suffered by the whole community.” See DuBay, 240 Md. at 185, 213 A.2d at 490. (2) Almost prima facie aggrieved property owners?

Second, Appellees claim that they are “almost prima facie aggrieved,” defined in Ray as those who are “farther away than an adjoining, confronting, or nearby property owner, but still close enough to the site of the rezoning action to be considered almost prima facie aggrieved, and offers ‘plus factors’ supporting injury.” 430 Md. at 85 , 59 A.3d at 551-52 . In Ray , we explained this category further, noting nonetheless the continued importance of proximity as an influencing factor in this category of protestants, as follows: There is, however, no bright-line rule for exactly how close a property must be in order to show special aggrievement. Instead, this Court has maintained a flexible standard, finding standing in cases that do not quite satisfy the “adjoining, confronting or nearby” standard of prima facie aggrievement, but are nudging up against that line. Protestants in such cases will be considered to pass the standing threshold if they allege specific facts of their injury.

In other words, once sufficient proximity is shown, some typical allegations of harm acquire legal significance that would otherwise be discounted. But in the absence of proximity, much more is needed. For example, an owner’s lay opinion of decreasing property values and increasing traffic has been considered sufficient for special aggrievement when combined with proximity that is almost as great as in cases where properties are “adjoining, confronting or nearby.” ... Conversely, without sufficient proximity, similar facts will only sup ⁵³⁴ port general aggrievement.

For example, when the affected properties are not sufficiently close to the site to qualify as almost prima facie aggrieved, claims of increasing traffic, change in the character of the neighborhood, lay opinion projecting a decrease in property values, and limited visibility have been held to show only general aggrievement. 430 Md. at 83-84 , 59 A.3d at 550-51 (emphasis added) (citations omitted). Appellees lack sufficient proximity to qualify as “almost prima facie aggrieved.” The closest Appellee property is over 3,000 feet or 0.57 miles distant. As noted earlier, “[although there is no bright-line rule for who qualifies as ‘almost’ prima facie aggrieved,” this Court recognized in Ray that “we have found no cases, in which a person living over 2000 feet away, has been considered specially aggrieved.” 430 Md. at 91 , 59 A.3d at 555 . In fact, this Court stated in Ray that protestants who lived more than 1000 feet from the rezoning site have repeatedly been denied standing.

See Shore Acres [Imp. Ass’n v. Anne Arundel Cnty. Bd. of Appeals ], 251 Md. [310,] 312, 317-18, 247 A.2d [402,] 403, 406 [ (1968) ] (not specially aggrieved when 3760 feet and out of sight of subject property); White [v. Major Realty, Inc.], 251 Md. [63,] 64, 246 A.2d [249,] 250-51 [ (1968) ] (not specially aggrieved when 0.5 miles from site, even though asserting an increase in traffic, increase in use of water system, and overcrowded schools); DuBay, 240 Md. at 182-84, 185-86, 213 A.2d at 488-90 (three protestants — 1500 feet, 0.4 miles, and 0.9 miles — who were separated by beltway or could not see site, not specially aggrieved); Marcus [v. Montgomery Cnty. Council ], 235 Md. [535,] 537-38, 541, 201 A.2d [777,] 778-79, 781 [ (1964) ] (protestan! living 0.75 miles away who could not see subject property denied standing); 25th Street, 137 Md.App. at 86, 89 , 767 A.2d at 920, 922 (protestad; two blocks west and three blocks north, without sight of, or sound from, subject property, denied standing). 430 Md. at 92 , 59 A.3d at 555 .

Rather, the category of “ ‘almost’ prima facie aggrieved” “has been found applicable ⁵³⁵ only with respect to protestants who lived 200 to 1000 feet away from the subject property.” Ray, 430 Md. at 91 , 59 A.3d at 555 (citing Habliston v. City of Salisbury, 258 Md. 350, 352, 354-55 , 265 A.2d 885, 885-87 (1970); Chatham Corp. v. Beltram, 252 Md. 578, 579-80, 584 , 251 A.2d 1, 2, 4 (1969)). In recognition of these strict proximity requirements, Appellees urge this Court to recognize that several other factors unique to this case confer standing upon them in order to overcome the lack of pure proximity. Appellees allege that the increased traffic, one business owner’s lay opinion of decreased property values, and the prophecy of lost customers and tenants due to the competition from the subsidized State Center Project are sufficient “plus factors” to confer property owner standing. Appellees misunderstand, however, the gravamen of Ray’s discussion of this second category of protestants accorded with standing.

In Ray , this Court found that, because the “[p]rotestants, who reside far away from the rezoned site [approximately 0.4 miles] ... cannot establish special aggrievement through proximity,” they were limited to “only look[ing] to the theoretically recognized, but never before found in fact, third category of standing that requires a showing that the reclassification produces a harm directly and specifically impacting their property.” 430 Md. at 92 , 59 A.3d at 556 (citing Bryniarski, 247 Md. at 145 , 230 A.2d at 295 ). Similarly, because all Appellees here are a considerable distance from the State Center (at least 0.57 miles away), they do not fit within this second category. 47 ⁵³⁶ Despite these alleged “plus factors,” we conclude that Appellees are ineligible for “ ‘almost’ prima facie aggrieved” status due to a lack of sufficient proximity. (3) Nebulous third category of property owner standing? Under this last category, recognized only in dicta, 48 standing may be conferred upon a litigant based upon “the fact that his personal or property rights are specially and adversely affected by the board’s action.” Bryniarski, 247 Md. at 145 , 230 A.2d at 295 .

While we do not venture today to map further this “Higgs boson particle,” or determine even whether it exists in the material world, we pause now to consider as a threshold matter whether Appellees’ other allegations might be considered as sufficient to give substance to this last category. 49 Ultimately, though, we are confident the present ⁵³⁷ case is not drawn within its theoretical gravitational field under known circumstances. Appellees urge us to recognize other factors, which may be grouped as (1) the harm caused by the State relocating its offices and (2) the economic harm caused by the Project’s competition, as conferring “special aggrievement” upon them. We find none of them relevant or persuasive here. First, in regards to the relocation of State offices as an “effect” of the State Center Project, we find this factor irrelevant because Appellees failed to show how the State offices’ relocation affects them in any manner distinct from the general public (other than perhaps economic competition, which we reject as a proper factor below).

See Ray, 430 Md. at 94 , 59 A.3d at 557 (finding that petitioners’ “complain[t] that commercial establishments now existing in their neighborhood ... will close because of competition from Wal-Mart, and that they will become vacant buildings, which are detrimental to a community____failed to show that any of these businesses, whether open or closed, affect them in a manner distinct from the general public”). Moreover, to extend property owner standing’s definition of “aggrieved persons” to include economic competition and harm is improper. See Bryniarski, 247 Md. at 145 , 230 A.2d at 295 (“A person whose sole reason for objecting to the board’s action is to prevent competition with his established business is not a person aggrieved.”) (citing Kreatchman v. Ramsburg, 224 Md. 209 , 167 A.2d 345 (1961)). The property owner standing doctrine has its roots in nuisance and trespass.

Those actions do not permit claims on the grounds of mere economic harm. Accordingly, Appellees’ allegations that they will be injured financially in a way that is different from the general public, due to the State-subsidized Project that may compete with their businesses, is irrelevant. Competition that results from a land use decision or action is not a factor in either the prima facie aggrieved or almost prima facie aggrieved analyses. ⁵³⁸ Accordingly, because Appellees’ standing allegations do not fit within any of the three categories of property owner standing in our case law, they must look elsewhere for standing. b. Taxpayer standing The common law taxpayer standing doctrine permits taxpayers to seek the aid of courts, exercising equity powers, to enjoin illegal and ultra vires acts of public officials where those acts are reasonably likely to result in pecuniary loss to the taxpayer.

See, e.g., Superblock I, 407 Md. at 267 , 964 A.2d at 669-70 . In the present case, the State Agencies argued, in their Motions to Dismiss, that Appellees lacked taxpayer standing. The Circuit Court denied the Motions to Dismiss, finding, among other things, that Appellees enjoyed standing under the taxpayer standing doctrine. In analyzing each of the State Agencies’ arguments that Appellees lack taxpayer standing, we find all of them wanting.

Therefore, we conclude that denial of the Motions to Dismiss on grounds of lack of taxpayer standing was proper. The doctrine of taxpayer standing has existed for quite some time. Judge Dillon, in his early work on Municipal Corporations, 50 reviewed all of the then-extant decisions in ⁵³⁹ Great Britain and the United States. He concluded, “there appears to be little difference of judicial opinion as to the right of the taxable inhabitants, whenever the threatened illegal corporate act will increase the burden of taxation, to the aid of equity in proper cases to prevent it.” Kelly v. City of Baltimore, 53 Md. 134, 141 (1880) (citing 2 Dillon, § 736). “The chief difference,” Judge Dillon concluded, “is as to the proper party plaintiff in a bill of this character.” Id.

From his review, he found that three types of proper party plaintiffs existed: “1st. That the proper parties may resort to equity, against municipal corporations and their officers when these are acting ultra vires, and where such illegal acts affect injuriously the property owner or the taxable inhabitant. But if in these cases the parties injured have adequate remedy at law, equity will not interfere. 2nd. That in the absence of special legislation, the proper public officer of the commonwealth may file an information or bill in equity to prevent misuse of corporate powers, or to set aside or correct illegal corporate acts. 3rd.

A bill may be filed in the name of one or more of the taxable inhabitants for themselves and all others similarly situated, and that the court should regard it in the nature of a public proceeding to test the validity of the corporate acts sought to be impeached and deal with and control it accordingly.” Kelly, 53 Md. at 141 (quoting 2 Dillon, § 736a). In our 1869 benchmark case on taxpayer standing, this Court explained the purpose of this long-standing doctrine: In this state the Courts have always maintained with jealous vigilance the restraints and limitations imposed by law upon the exercise of power by municipal and other corporations; and have not hesitated to exercise their rightful jurisdiction for the purpose of restraining them ⁵⁴⁰ within the limits of their lawful authority, and of protecting the citizen from the consequence of their unauthorized or illegal acts. If the right to maintain such a bill as this be denied, citizens and property-holders residing or holding property within the limits of a municipal corporation, would be without adequate remedy to prevent the injury and damage which might result to them from the unauthorized or illegal acts of the municipal government, and its officers and agents. Baltimore v. Gill, 31 Md. 375, 395 (1869) (emphasis added).

From this decision [.Baltimore v. Gill ] and the long line of Maryland cases following in its wake, the principle has become established that ,a taxpayer may invoke the aid of a court of equity to restrain the action of a public official or an administrative agency when such action is illegal or ultra vires, and may injuriously affect the taxpayer’s rights and property. Citizens Planning & Housing Ass’n v. Cnty. Exec. of Baltimore Cnty., 273 Md. 333, 339 , 329 A.2d 681, 684 (1974) (citing Gill, 31 Md. at 395 ), superseded by statute on other grounds as stated in Patuxent Riverkeeper v. Maryland Dep’t of Environment, 422 Md. 294 , 29 A.3d 584 (2011). Most recently, we re-characterized this well-established principle of taxpayer standing doctrine as having two general requirements: “[A] party, as a taxpayer, may satisfy the ‘special damage’ standing requirement by alleging both ‘1) an action by a municipal corporation or public official that is illegal or ultra vires, and 2) that the action may injuriously affect the taxpayer’s property, meaning that it reasonably may result in a pecuniary loss to the taxpayer or an increase in taxes.’ ” Kendall v. Howard Cnty., 431 Md. 590, 605 , 66 A.3d 684, 693 (2013) (quoting Superblock I, 407 Md. at 267 , 964 A.2d at 669-70 ).

Beyond those two general requirements, which have been repeated in nearly every taxpayer standing doctrine case, the doctrine has been disorganized largely and, at times, ⁵⁴¹ seemingly contradictory, particularly in the application of these requirements. In an attempt to clarify this doctrine, we shall engage here in a general discussion of the principles and case law on taxpayer standing doctrine in Maryland and answer the parties’ plethora of arguments concerning the doctrine raised in this case. We begin by analyzing the State Agencies’ argument that taxpayers may not challenge violations of the Procurement Code due to the statutory language and history and the case law governing the State’s procurements. Because we find that taxpayer standing may exist for such challenges, we analyze next the requisites for eligibility to assert standing under this doctrine or, in other words, the requisites to establish taxpayer status.

Then, we move to the two requirements that provide the taxpayer with a “special interest” distinct from that of the general public. i. Taxpayer standing & procurement claims: is a private right of action required for taxpayer suits? The authority for taxpayer suits in this State stems from the common law, see Gill, 31 Md. at 395 , and is not governed generally by statute. 51 In this sense, the traditional understanding of the authority for a taxpayer suit is described as follows: The taxpayer litigant is often likened to a “private attorney general” because he is essentially performing the function of an attorney general by suing to enforce the laws. The taxpayer does not assert a private cause of action but, instead, that of his government.

Therefore, a taxpayers’ suit is essentially a “derivative proceeding” akin to a corporate shareholders’ suit. The public corporation, like its private counterpart, has the same right of action, but presumably it has neglected to pursue it. Taxpayers are injured by unlawful acts or omissions of governmental officials because taxpayers are the constituents of government and they contribute the tax funds that are misused. Recov ⁵⁴² enes in taxpayers’ suits run directly to the government and indirectly to the taxpayers in the form of tax dollar savings and good government.

A trust theory, as well as a shareholders’ derivative analogy, has also been used to justify the taxpayers’ suit. By this rationale, the public officer is the trustee who cares for the property of the taxpayer, the cestui que trust. As trustee, the public officer or agency vested with control of public property has a duty to protect the interest of the equitable owners and to act for their benefit. Comment, Taxpayers’ Actions: Public Invocation of the Judiciary, 13 Wake Forest L.Rev. 397, 397-98 (1977) (emphasis added) (footnotes omitted).

Because of this nature of the suit, courts often require that the complainant not have an adequate remedy at law. See id., at 398 n. 11. Where the complainant does not have an adequate remedy at law, however, the common law demands that we permit the suit unless the General Assembly has pre-empted this common law right. In this case, the State Agencies and Developers argue that Appellees, even though taxpayers, cannot bring this suit because the Procurement Code does not provide them a private right of action (and, as discussed above, Appellees have no right to the statutory administrative remedies).

Much of their argument on this issue focuses on alleging that the Procurement Code does not authorize or permit private causes of action. Determining whether the Procurement Code permits private causes of action is irrelevant in this case, however, because, as discussed above, taxpayer suits do not require private causes of action. Accordingly, the State Agencies’ arguments regarding whether the Procurement Code implies a private right of action are irrelevant. 52 Most illustrative of the irrelevancy of much of their argument against taxpayer standing is the fact that none of the ⁵⁴³ cases cited by the State Agencies involved standing based on taxpayer suits. Instead, those cases involve private litigants alleging an injury caused by a violation of a statute and seeking a remedy provided under that statute.

Moreover, the State Agencies cited in their initial brief also Baker v. Montgomery Cnty., 427 Md. 691, 716 , 50 A.3d 1112, 1126-27 (2012), as support for their proposition that “[ljast year, this Court left open the question whether a private right of action is necessary to seek injunctive or declaratory relief, at least where there is taxpayer standing;” and cited 1000 Friends of Md. v. Ehrlich, 170 Md.App. 538, 548 , 907 A.2d 865 , cert. denied, 396 Md. 12 , 912 A.2d 648 (2006) and Sugarloaf Citizens Ass’n, Inc. v. Gudis, 78 Md.App. 550, 554 A.2d 434 (1989), aff'd, 319 Md. 558 , 573 A.2d 1325 (1990), for the proposition that “[t]he Court of Special Appeals already has resolved this question, demanding that plaintiffs seeking a declaration that a Maryland statute was violated or an injunction against future violations of the statute have a private right of action under that statute.” The State Agencies misinterpreted woefully these cases: 1000 Friends of Maryland never mentioned taxpayer standing, 53 and Baker and Sugarloaf , although discussing the doctrine, did not lend support to the State Agencies’ assertions. First, Baker’s analysis of why the petitioners lacked standing supports, albeit not explicitly, the fact that taxpayer ⁵⁴⁴ standing is an alternative to possessing a private right of action. In that case, the litigation focused on whether a private cause of action existed under the relevant statute. After the Court concluded that the relevant statute did not provide the petitioners with a private cause of action, and even though petitioners did not allege taxpayer standing, the Court discussed taxpayer standing in the final paragraph of the opinion.

The Court pointed out that Petitioners maintained steadfastly, albeit quixotically, in the Court of Special Appeals that they were not asserting standing as taxpayers, relying instead solely on their claimed private cause of action theory. Baker, 201 Md. App. at 679 n. 27, 80 A.3d at 289 n. 27. Petitioners acknowledged also that some of them are neither Maryland residents nor Maryland taxpayers. Baker, 427 Md. at 716 , 50 A.3d at 1126 (emphasis added).

Immediately thereafter, the Court repeated the basic rule for taxpayer standing doctrine: “ ‘A taxpayer may invoke the aid of a court of equity to restrain the action of a public official or an administrative agency when such action is illegal or ultra vires, and may injuriously affect the taxpayer’s rights and property.’ ” Id. (quoting Citizens Planning, 273 Md. at 339 , 329 A.2d at 684 ). Then, the Court concluded that “[i]n the face of these concessions and our opinion as to the private cause of action issue, we conclude that Petitioners have no basis to obtain equitable or declaratory relief.” Id. Even if Baker’s analysis does not support the conclusion that taxpayer standing is an alternative to a private cause of action, the Baker Court made it explicitly clear that it “d[id] not decide whether Petitioners had standing, on a basis other than an implied private cause of action under Transportation Article § 21-809, to seek a declaration that Respondents’ contracts with ACS violate § 21-809(j) or to an injunction against Respondents’ enforcement of their speed monitoring systems.” Baker, 427 Md. at 716 n. 19, 50 A.3d at 1126 n. 19.

Next, Sugarloaf , cited extensively by the State Agencies, rather than supporting the State Agencies’ arguments, demon ⁵⁴⁵ strates the importance of the particular basis of the complainant’s alleged standing. In Sugarloaf , the Sugarloaf Citizens Association and two private individuals (hereinafter referred to collectively as “Sugarloaf’) filed an amended complaint against the County Council of Montgomery County and Michael Gudis, an individual County Council member. The amended complaint alleged that a County Council resolution, promulgated to implement an earlier 4-3 vote of the County Council members, should be rendered void under section 19A-22(b) of the Montgomery County Code. According to Sugar-loaf, Gudis had a conflict of interest in the vote and, thus, his vote violated section 19A-7 of the Montgomery County Code.

In the amended complaint, appellants stated that “the plaintiffs herein are acting in the best interests of the public and the citizens of Montgomery County ... by seeking the remedy provided by Section 19A-22(b)” and, according to the Court of Special Appeals, quoted extensively from the Montgomery County Public Ethics Law. Sugarloaf 78 Md.App. at 556 n. 2, 554 A.2d at 436 n. 2. The Circuit Court granted the County Council and Gudis’s Motion to Dismiss. On appeal, in its reply brief, Sugarloaf “stated that the basis for their complaint was their common law right as taxpayers ‘to challenge legislative action that is procedurally or otherwise defective.’ ” Id.

The intermediate appellate court disagreed. The court pointed out that “[t]he sole relief requested, other than a general request for ‘such other and further relief as the Court deems just and proper,’ is to void the action taken by the Council, consistent with the remedy provided by Section 19A~22(b).” Id. Thus, the court found that it was clear that “[t]he violation complained of and the relief requested are found within the ethics law provisions.” Id. The court acknowledged that Sugarloaf “may have otherwise possessed standing to invalidate alleged legislative action,” such as through the common law taxpayer doctrine, “their standing, as evidenced by their amended complaint, is based upon the Montgomery County Public Ethics Law.” Id.

As such, the intermediate appellate court went on to analyze whether the Montgomery County Public Ethics Law, upon ⁵⁴⁶ which Sugarloaf s alleged standing was based, provided either an explicit or implicit private cause of action, and found that it did not. The court noted, however, that it did not view Sugarloaf s complaints as based on taxpayer standing: At common law a taxpayer had standing to bring a declaratory judgment action for a judicial declaration that a statute was void due to a conflict of interest by one voting for its enactment. See Beshore v. Town of Bel Air, 237 Md. 398 , 206 A.2d 678 (1965). We need not decide whether the statute pre-empts any common law remedy that appellants may have possessed to attack Resolution 11-382.

Appellants do not seek declaratory relief; they rely on the mechanism provided within § 19A-22(b) to render the resolution void. Sugarloaf, 78 Md.App. at 560 , 554 A.2d at 439 . In the present case, Appellees do not rely on the provisions of the Procurement Code to confer standing. Rather, they assert standing as taxpayers (as well as separately property owners) and they seek relief granted traditionally to taxpayers: declaratory relief that the governmental action is illegal and ultra vires and that the action thus taken should be voided; and injunctive relief to preclude further illegal and ultra vires governmental actions that will cause pecuniary harm to their taxes.

Because taxpayer suits in this State do not require also a separate private right of action, 54 such an inquiry is irrelevant in our analysis. Rather, the proper question (if any) is whether the Procurement Code pre-empted the common law right for taxpayers to ⁵⁴⁷ bring such suits. Neither party addressed this issue, however. Because neither party argued whether the Procurement Code pre-empted the common law right of taxpayer suits, which has a long history in this State of allowing challenges of governmental procurements, we do not address this question today and, for now, assume that the common law right to taxpayer suits remains intact. ii The necessary party plaintiffs for taxpayer standing doctrine. “The fundamental aspect of standing is that it focuses on the party seeking to get his complaint before the court.... ” Pollokoff v. Maryland Nat.

Bank, 288 Md. 485, 497 , 418 A.2d 1201, 1208 (1980) (citing Flast v. Cohen, 392 U.S. 83, 99 , 88 S.Ct. 1942, 1952 , 20 L.Ed.2d 947 (1968)). For purposes of taxpayer standing doctrine, the conceptual basis of the doctrine is that the action is brought by complainants, as taxpayers and on behalf of all other similarly situated taxpayers. In other words, under the taxpayer standing doctrine, a complainant’s standing rests upon the theoretical concept that the action is brought not as an individual action, but rather as a class action by a taxpayer on behalf of other similarly situated taxpayers. To establish eligibility to bring a suit under the taxpayer standing doctrine, the case law establishes that the complainant must allege two things: (1) that the complainant is a taxpayer and (2) that the suit is brought, either expressly or implicitly, on behalf of all other taxpayers.

See, e.g., Holt v. Moxley, 157 Md. 619, 622-26 , 147 A. 596, 597-99 (1929). Where a complainant fails to allege such a basis adequately, this Court has refused repeatedly to address taxpayer standing as a basis to maintain suit. See, e.g., Baker, 427 Md. at 716 , 50 A.3d at 1126-27 (declining to address the issue of taxpayer standing doctrine after the “[pjetitioners maintained steadfastly, albeit quixotically ... that they were not asserting ⁵⁴⁸ standing as taxpayers, relying instead solely on their claimed private cause of action theory”); Kendall, 431 Md. at 607-08 , 66 A.3d at 694 (refusing to address taxpayer standing doctrine because petitioners did not assert taxpayer standing and, instead, asserted that “the ability to enforce the right to referendum in the Charter should not be restricted to persons with specially affected property rights or taxpayers who may suffer pecuniary harm.”); Long Green Valley Ass’n v. Belle-vale Farms, Inc., 205 Md.App. 636 , 689 n. 30, 46 A.3d 473 , 505 n. 30 (2012) (declining to consider appellants’ “taxpayer standing” argument which was mentioned on appeal, but not argued before the circuit court as a basis for conferring standing). Thus, we determine whether Appellees alleged sufficiently here that they were taxpayers and that they brought the action pursuant to equitable grounds, under the taxpayer standing doctrine, on behalf of other taxpayers.

First, we address the requirement that, for taxpayer standing to exist, the complainant must allege sufficient facts to prove that he or she or it is, in fact, a taxpayer. 55 In this case, the State Agencies argue that Appellees, as “pass-through” business entities, are not actual taxpayers. In a footnote of their initial brief, the State Agencies aver that, because “all of the original plaintiffs are either limited liability companies or limited partnerships, which are ‘pass-through’ tax entities,” Appellees failed to allege taxpayer status sufficient to be eligible for the application of the taxpayer doctrine. 56 (Emphasis added). In a footnote of their Reply Brief, they averred again (but more broadly to include all plaintiffs) that “the plaintiffs are not taxpayers. Each of them is either ⁵⁴⁹ a limited liability company or a limited partnership, and those entities do not pay Maryland income taxes as a matter of law.” Appellees retort that the State Agencies failed to preserve their argument that Appellees are not taxpayers because they did not advance that argument in the Circuit Court.

Consequently, we should dismiss the argument because, if the State Agencies had raised properly this issue in the Circuit Court, Appellees would have had an opportunity to present evidence that they were, in fact, taxpayers. Moreover, according to Appellees, the State Agencies’ argument lacks any merit because they are taxpayers in Maryland. As a preliminary matter, we address the non-preservation contention. “Ordinarily, the appellate court will not decide any other issue unless it plainly appears by the record to have been raised in or decided by the trial court.” Md. Rule 8-181(a). This general rule is appropriate, particularly for cases in which both parties were not given the opportunity to produce relevant evidence in the trial court that might have rebutted the tardy argument.

Appellees believe this case falls into that category. Although we might agree that this case falls in that category generally, we note also the exception that “the Court may decide such an [unpreserved] issue if necessary or desirable to guide the trial court or to avoid the expense and delay of another appeal” is applicable to this case. Id. The record is adequate to those ends for our conclusion in this case (in which we may resolve the matter without reaching the merits of the State Agencies’ argument that the limited liability entities may not claim taxpayer standing). 57 Thus, we exercise our discretion to resolve the point. ⁵⁵⁰ For purposes of taxpayer standing doctrine, “[i]t is a long established rule that ‘where there exists a party having standing to bring an action or take an appeal, we shall not ordinarily inquire as to whether another party on the same side also has standing.”’ Bd. of Sup’rs of Elections v. Small-wood 327 Md. 220 , 233 n. 7, 608 A.2d 1222 , 1228 n. 7 (1992) (quoting Bd. of License Comm’rs v. Haberlin, 320 Md. 399, 404 , 578 A.2d 215, 217 (1990)) (citations omitted) (internal bracket omitted); see also Long Green Valley Ass’n, 205 Md.App. at 652 , 46 A.3d at 483 ; Garner v. Archers Glen Partners, Inc., 405 Md. 43, 54 , 949 A.2d 639, 645-46 (2008); Dorsey v. Bethel A.M.E. Church, 375 Md. 59, 67 , 825 A.2d 388 , 392 n. 1 (2003).

Although the Original Complaint listed fifteen businesses as plaintiffs, all of which were limited partnerships or limited liability corporations (and, therefore, “pass-through” entities), 58 the Amended Complaint added David & Dad’s Inc. ⁵⁵¹ and the Second Amendment by Interlineation added DaMimmo’s Italian Restaurant; 59 Sabatinos, Incorporated; Chiapparelli’s Inc.; Vaccaro’s Italian Pastry Shop, Inc.; Bonnie’s Peanut Shoppe, Inc.; Davis and Davis, Inc., d/b/a Flowers by Gina D.; and Caesar’s Den, Inc., to the named Plaintiffs in this suit. These eight companies are general Maryland corporations. None are a limited partnership or a limited liability corporation and, therefore, we may assume for purposes of this appeal that they are not “pass-through” entities. 60 Because “the filing of an amended complaint supercedes the initial complaint, rendering the amended complaint the operative complaint,” Gonzales v. Boas, 162 Md.App. 344, 355 , 874 A.2d 491, 497 (2005), we conclude that the State Agencies’ argument, relying on the type of “pass-through” business entities listed as Plaintiffs in the Original Complaint, without ⁵⁵² recognizing that not all of the parties listed in the operative Amended Complaint fell within those types, has no merit. 61 Next, we consider whether Appellees alleged taxpayer standing as a basis for bringing their complaint, either implicitly or explicitly. We do so not in response to any of the parties’ arguments.

Rather, we analyze this requirement to illustrate the importance of the distinction between an individual’s complaint and a derivative complaint brought on behalf of all other taxpayers similarly situated. This distinction, found in the nature of the pleadings’ description of the party plaintiffs, becomes important in our subsequent analysis of the injury sufficient for the taxpayer standing doctrine to apply in a given case. In this case, Appellees did not plead explicitly in either the Original or Amended Complaint that they brought their claims on behalf of other, unnamed taxpayers similarly situated. Rather, Appellees’ allegations claimed merely that they are harmed as taxpayers of the State of Maryland and the City of Baltimore.

See Amended Complaint, at ¶ 35. Where a complainant brings a claim as a taxpayer, but not explicitly as a class representative of other taxpayers as well, the question arises whether the suit is private in nature (and, thus, the doctrine of taxpayer standing would not confer standing). The importance of the nature of the complaint is revealed by our earliest cases addressing the taxpayer standing doctrine. In Kelly v. City of Baltimore, 53 Md. 134 (1880), a disappointed bidder, allegedly the low bidder which should have been granted the contract, sought an injunction voiding the municipal contract, awarded allegedly as a result of a fraudulent bid-rigging conspiracy between the successful bidder and mid-level municipal contracting officers. 53 Md. at 136-39 .

The Court described the nature of the complaint filed as follows: ⁵⁵³ The bill is filed by the complainants in their own right as copartners, and actually engaged in the business of printers and stationers, and as tax payers of said city largely interested in the faithful and economical administration of the affairs of said city. It is not filed in behalf of themselves and others who may come in and contribute to the expenses of the suit. They do not make their fellow-citizens parties to the proceeding. No one except the persons immediately interested in the contract, and professing to be aggrieved by the award, unites in the complaint.

It is therefore strictly speaking, a private bill. Kelly, 53 Md. at 136 (emphasis added). The importance of the private nature of the complaint was described further: Public wrongs, although involving private injuries, are not to be made the grounds of personal suits at law, or in equity, unless the complainant has sustained special damage, and in many instances, the private injury is merged in the public. In exceptional cases, where great principles or large public interests are involved, citizens or corporators may sue in behalf of themselves, and their fellow-citizens to arrest some projected violation of constitutional law or abuse of corporate authority.

Kelly, 53 Md. at 139 ; see also Kelly, 53 Md. at 140 (“ ‘It is certainly well settled that public wrongs cannot be redressed at the suit of individuals, who have no other interest in the matter than the rest of the public.’ ”) (quoting Gill, 31 Md. at 393 ). The Court explained that Gill sustained the taxpayers’ suit “only upon the principle that if such a remedy was denied citizens and property holders, residing within the limits of a municipality, would be liable to injury and damage from unauthorized and illegal acts of the corporation.” Id. Our predecessors emphasized, though, that “th[e] Court has not undertaken to declare that every abuse of a legal authority by a municipal corporation, to the prejudice of a tax-payer, is a ground for equitable interference to prevent injury.” Kelly, 53 Md. at 140 . Instead, Gill was an “exceptional case” because the Court found that “ ‘it appears from the averments ⁵⁵⁴ of the bill, that these complainants as tax-payers of the city, and others similarly situated, in whose behalf as well as their own, the bill is filed, constitute a class specially damaged by the alleged unlawful act of the corporation, in the alleged increase of the burden of taxation upon their property situated within the city.’ ” Id.

(quoting Gill, 31 Md. at 394 ) (emphasis added). On that basis, the Court concluded that “ ‘[t]he complainants have, therefore, a special interest in the subject-matter of the suit distinct from that of the general public.’ ” Id. (quoting Gill, 31 Md. at 394 ). The Kelly Court concluded that, in that case, “[t]he bill ... presents no such claim to the exercise of the preventive power of the court.” 53 Md. at 142 .

Instead, “[rjeduced to its elementary facts, it is a controversy between rival tradesmen for the custom of the Mayor and City Council, in supplying the departments with stationery and printed matter.” Id. Thus, Kelly concluded that “[t]he public has no interest in this controversy.... To drag them in as complainants, is to make a mountain of a mole hill, and magnify the alleged injuries of private citizens, into a grave impeachment of public officers without sufficient foundation.” 53 Md. at 143 (emphasis added). Although Kelly exemplifies the importance of the nature of the complaint for purposes of analysis under the taxpayer standing doctrine (i.e., who the plaintiffs are in the complaint), the Court does not order any technical requirement that the plaintiffis) plead explicitly that the suit is brought on behalf of other taxpayers similarly situated.

We held in Holt that the requirement is that “the action must ‘either expressly or by necessary implication’ be on behalf of the taxpayers or property owners as a class.” Holt v. Moxley, 157 Md. 619, 625 , 147 A. 596, 599 (1929) (quoting 1 Freeman on Judgments § 437 (5th ed.1925)) (emphasis added). 62 Thus, even though Appellees did not allege specifically that they brought the suit on behalf of other taxpayers ⁵⁵⁵ similarly situated, the doctrine may apply yet, if the action is, in fact, on behalf of the taxpayers as a class, by necessary implication from the nature of the alleged injury pleaded in the Amended Complaint. In other words, the allegations of the injury must apply to all taxpayers in the assumed class and not merely the plaintiffs as private complainants, in order for the taxpayer standing doctrine to apply. Hi A governmental action that is illegal or ultra vires. An additional requirement for the taxpayer standing doctrine to confer standing upon a plaintiff is that the com ⁵⁵⁶ plainant must be challenging an action by a public official that is asserted to be illegal or ultra vires.

This requirement has been applied leniently and seems rather easy to meet, particularly in the context of reviewing a trial court’s denial of a motion to dismiss, as is the case here. We assume that the facts well-pleaded in Appellees’ Amended Complaint are true and, therefore, we must assume further that the complained-of State officials’ actions were, in fact, ultra vires. See, e.g., RRC Ne., LLC, 413 Md. at 643-44 , 994 A.2d at 433-34 . That Appellees’ allegations may be unproven at trial or Appellants’ evidence found more credible or persuasive (i.e., that the State Center Project and its formative documents were proper under the relevant state laws and regulations) does not figure in the analysis.

See Funk v. Mullan Contracting Co., 197 Md. 192, 196 , 78 A.2d 632, 635 (1951) (stating that the taxpayer’s right “to invoke the aid of a court of equity to restrain the action of an administrative agency of the State, when such action is illegal and may injuriously affect the taxpayer’s rights or his property ... does not depend upon the result; that is, he may be wrong in his contention, but nevertheless he has the right to invoke the aid of the courts to make it”). So long as the plaintiffs allege, in good faith, an ultra vires or illegal act by the State or one of its officers, as was done here, such allegations are sufficient to confer taxpayer standing doctrine, so as to entitle the plaintiff to get its foot in the courthouse door and receive potentially a merits hearing (all other things being equal) and determination whether the acts were, in fact, illegal or ultra vires. Therefore, we conclude that Appellees met this requirement through the allegations of their Amended Complaint. iv. Specific Injury Sufficient.

It is well-settled that the taxpayer must allege also a special interest distinct from the general public. See, e.g., Harlan v. Employers’ Ass’n of Maryland, 162 Md. 124, 131 , 159 A. 267, 270 (1932) (citing Gill, 31 Md. at 375 ). This requirement “has been interpreted repeatedly to require a ⁵⁵⁷ showing that the action being challenged results in a pecuniary loss or an increase in taxes.” Citizens Planning, 273 Md. at 339 , 329 A.2d at 684 (citations omitted). 63 As the inaugural case explained: It is certainly well settled that public wrongs cannot be redressed at the suit of individuals, who have no other interest in the matter than the rest of the public. Thus an individual cannot maintain a bill of injunction to prevent a public nuisance, unless he suffers thereby some special damage; and the principle governing cases of that kind has been supposed to be applicable to the present case.

But it appears from the averments of the bill, that these complainants, as taxpayers of the city, and others similarly situated, in whose behalf as well as their own the bill is filed, constitute a class specially damaged by the alleged unlawful act of the corporation, in the alleged increase of the burden of taxation upon their property situated within the city. The complainants have therefore a special interest in the subject-matter of the suit, distinct from that of the general public. Gill, 31 Md. at 394 (emphasis added). In other words, the special interest that is distinct from the general public is the increased burden of taxation. 64 ⁵⁵⁸ This Court has clarified this special interest requirement many times since Gill .

For example, in Ruark v. International Union of Operating Engineers, Local Union No. 37, 157 Md. 576 , 146 A. 797 (1929), we clarified the rule, explaining the requirement as follows: The special damage which the taxpayer of the political division sustains in a public wrong is the prospective pecuniary loss incident to the increase in the amount of taxes he will be constrained to pay by reason of the illegal or ultra vires act of the municipality or other political unit. Hence the taxpayer’s interest in the subject matter is not general, but special only, because of the future individual monetary burden cast upon him or his property. The subsequent decisions have consistently maintained the rule, and have sanctioned the relief by injunction whenever it appeared that the taxpayer complaining would sustain a pecuniary loss, distinct from that of the general public, by reason of increased taxes, whether such increase resulted from an ultra vires, illegal, or void order, contract, ordinance, or statute in reference to an assessment of property, or to the levy, collection, expenditure, appropriation, or diversion of public taxes. Id., 157 Md. at 589-90, 146 A. at 802-03 (emphasis added) (footnotes omitted).

See also Harlan, 162 Md. at 131 , 159 A. at 270 (“If it appears that the wrong complained of may result in imposing an additional burden on the taxpayer, then he, with others similarly situated, constitute a class entitled to relief, and courts of equity will take cognizance of their complaint.”) (citing Gill, 31 Md. at 375 ). This requirement is the foundation of the taxpayer standing doctrine. As the Supreme Court of Alabama explained: [T]he right of a taxpayer to sue is based upon the taxpayer’s equitable ownership of such funds and their liability ⁵⁵⁹ to replenish the public treasury for the deficiency which would be caused by the misappropriation. Broxton v. Siegelman, 861 So.2d 376 (Ala.2003) (emphasis added) (citations and internal quotation marks omitted).

Taxpayers, like any plaintiffs, may not “ ‘restrain official acts upon the mere ground that they are ultra vires.’ ” Ruark, 157 Md. at 588 , 146 A. at 802 (quoting Bauernschmidt v. Standard Oil Co., 153 Md. 647, 651 , 139 A. 531, 533 (1927)). Rather, the ultra vires or illegal acts must cause a special damage to the taxpayer-complainant which differs from that impressed on the general public. See, e.g., Ruark, 157 Md. at 592-93 , 146 A. at 804 (concluding that “these taxpayers will not sustain any special damage” because “their interest in the subject matter of the eight contracts is merely that of every resident of Baltimore”). 65 “[T]he taxpayer plaintiff is not required to allege facts which necessarily lead to the conclusion that taxes will be increased; rather the test is whether the taxpayer ‘reasonably may sustain a pecuniary loss or a tax increase’ — “whether there has been a showing of potential pecuniary damage.’ ” Inlet Assocs. v. Assateague House Condo. Ass’n, 313 Md. 413, 441 , 545 A.2d 1296, 1310 (1988) (emphasis added in Inlet Assocs.) (quoting Citizens Planning, 273 Md. at 344 , 329 A.2d at 687 ).

To confer taxpayer standing upon a plaintiff, this Court requires, however, “a clear showing of [that] potential pecuniary damage” and of a nexus between that potential damage and the challenged act, Gordon v. City of Baltimore, 258 Md. 682, 687-88 , 267 A.2d 98, 101 (1970); otherwise, the taxpayer would lack any injury upon which to base his, her, or its claim. ⁵⁶⁰ These general requirements are reiterated in almost every taxpayer standing doctrine case. Beyond these general requirements, though, the cases fail to articulate further guidance. The cases, while helpful on a fact-specific, individual basis, remain disorganized as a whole and even appear haphazard, due to the apparent contradictions between some of the holdings. Thus, before we are able to determine whether Appellees’ allegations met the general requirements, we examine the facts from our prior cases and, to the extent possible, attempt to tease out general guiding principles that will help us determine whether the basic requirements for this doctrine are met here.

In doing so, we divide our discussion of the injury into three broad subcategories: type of harm, nexus, and degree of harm. (1) What types of “harm” amount to a pecuniary loss? This Court has recognized repeatedly that taxpayers have the right to bring a lawsuit in this State to prevent waste or unlawful use of public property and funds. 66 See, e.g., Hammond v. Lancaster, 194 Md. 462, 474-75 , 71 A.2d 474, 479 (1950) (concluding that, because the appellees have an interest, as taxpayer, to prevent waste of public funds, the questions regarding the constitutionality of the challenged statute