                 IN THE COURT OF APPEALS OF TENNESSEE
                            AT KNOXVILLE
                                 February 10, 2009 Session

         MILLENNIUM TAXI SERVICE, L.L.C. v. CHATTANOOGA
              METROPOLITAN AIRPORT AUTHORITY

                     Appeal from the Circuit Court for Hamilton County
                        No. 05C1445     W. Neil Thomas, III, Judge



                   No. E2008-00838-COA-R3-CV - FILED JUNE 30, 2009


Millennium Taxi Service, L.L.C., filed suit against the Chattanooga Metropolitan Airport Authority
(“CMAA”) seeking a declaration that CMAA regulations prohibiting unregistered taxicabs from
picking up passengers curbside at the Chattanooga Metropolitan Airport were unconstitutional.
Millennium further sought injunctive relief prohibiting enforcement of the challenged regulations.
In its counterclaim, CMAA asserted that Millennium had repeatedly and flagrantly violated its
regulations and requested that Millennium be permanently enjoined from engaging in any further
violations. The court granted in part and denied in part summary judgment to CMAA upon finding
that the challenged regulations had a rational basis and did not discriminate unreasonably against
unregistered taxis. Millennium appeals. We affirm.

           Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Circuit Court
                               Affirmed; Case Remanded

CHARLES D. SUSANO , JR., J., delivered the opinion of the court, in which HERSCHEL P. FRANKS, P.J.,
and J. STEVEN STAFFORD , J., joined.

William C. Killian, Jasper, Tennessee, for the appellant, Millennium Taxi Service, L.L.C.

Hugh J. Moore, Jr., William R. Hannah, and Thomas Greenholtz, Chattanooga, Tennessee, for the
appellee, Chattanooga Metropolitan Airport Authority.

                                           OPINION

                                                I.

        The underlying facts are undisputed. CMAA is a statutorily established metropolitan airport
authority created by the City of Chattanooga to operate the Chattanooga Metropolitan Airport. See
Tenn. Code Ann. §§ 42-4-101, et seq. As a governmental entity, CMAA is further authorized
pursuant to the Tennessee Passenger Transportation Services Act to control and regulate private,
passenger-for-hire vehicles providing transportation within its jurisdiction – in this case, at the
airport. See Tenn. Code Ann. §§ 7-51-1001 and 1003(b)(1). Millennium is a limited liability
corporation that provides taxi service throughout Chattanooga, including to and from the airport.
Millennium is licensed to do business by the City of Chattanooga, but has not registered its taxicabs
with the CMAA or received permits for them. This is not the first time that these parties have
litigated issues related to taxi service at the airport.

        Shortly after its inception in 1985, CMAA enacted the first set of rules and regulations
governing ground transportation service at the airport. In 2005, Millennium filed its first suit against
CMAA, challenging regulations that required all taxicabs operating at the airport to register with
CMAA and use only the designated taxicab zone for picking up passengers. Moreover, registered
taxicabs were subject to a requirement that they be no more than ten years old. In June 2006, the
trial court granted summary judgment to CMAA upon finding, in part, that “taxicabs operating
within the taxicab zone are properly subject to regulation by CMAA under its minimum safety
standards.” In clarifying its ruling, the court further held, “however, that taxicabs choosing not to
apply for, and to receive, a CMAA permit allowing use of the zone designated by CMAA for taxicab
use are not subject to regulation under the CMAA’s generally applicable current rules and
regulations, which are subject to appeal, modification, and amendment . . . .” One month later,
CMAA amended its regulations – entitled “Commercial Ground Transportation Rules and
Regulations” (“the Regulations”) – to address access to the entire terminal curbside area, both inside
and outside the designated zones for taxicabs and other commercial vehicles. At the center of the
present dispute are the following Regulations:

               III. General Operating Requirements

               B. Operating Fees

               The following fee schedule will be applied to all commercial ground
               transportation vehicles conducing pick-ups from the curb at the
               [airport]:

               Taxi Cabs                       $100.00 per vehicle per quarter
               Limousines                      $100.00 per vehicle per quarter
               Courtesy Cars/Vans              $100.00 per company per quarter
               Busses                          $200 per vehicle per year
               Non-registered Vehicles         $50.00 per vehicle per visit
               Baggage Delivery                $100.00 per vehicle per quarter
               Overnight Terminal Parking      $6 per vehicle per night

               Delivery vehicles are specifically excluded




                                                  -2-
                    G. Queuing Area

                    Any permitted vehicle . . . picking up passengers shall use only the
                    hold area or loading area assigned to them as designated in
                    Appendix 6.1 These areas are for the exclusive use of commercial
                    ground transportation vehicles2 registered with CMAA. Non-
                    registered taxicabs may pick up incoming passengers, but they may
                    not use any portion of the curb area, but instead must park in one of
                    the CMAA parking lots. Drivers of non-registered taxicabs may, after
                    parking their vehicles in one of the CMAA parking lots, . . . enter the
                    terminal area in order to locate their passenger . . . . Non-registered
                    taxicabs may drop off passengers at any appropriate and not
                    otherwise designated area of the curb.

(Underlining in original; emphasis and footnotes added.)

       The restriction against curbside pickups by non-registered taxis is again referenced in the
Regulations as follows:

                    V. Taxi Cabs

                    L. Non-Registered Taxi Pick-Ups

                    If a taxicab company that is not registered with CMAA is requested
                    to provide transportation, the taxicab driver must park in one of the
                    on-site parking lots. The cab driver may meet his/her passenger at the
                    bottom of the escalators. . . .

                    CMAA will not reimburse . . . for parking fees. No loitering on the
                    curb will be permitted. Any non-registered vehicle and operator not
                    complying with this policy will be removed from the airport
                    premises, and will be charged the $50 non-registered vehicle fee . . .
                    .”

(Underlining in original.)

       In January 2007, Millennium filed suit against CMAA in the instant case. Millennium
alleged that the Regulations, as amended, were an unconstitutional exercise of CMAA’s police
powers; created discriminatory classifications between non-permitted taxicabs and other commercial


         1
             Appendix 6 is not included in the record on appeal.
        2
         “Commercial vehicles” are defined to include taxicabs, shuttles, buses, vans, limousines, courtesy vehicles,
baggage delivery service vehicles, and rental vehicles.

                                                           -3-
vehicles; were unlawfully enforced against Millennium taxicabs; were unconstitutionally vague;
constituted an inducement for Millennium to breach its contracts with its customers; and were
enacted in contempt of the trial court’s ruling in the first lawsuit. Initially, the trial court dismissed
the breach of contract claim, finding that it was barred.3 Then, an agreed order of dismissal was
entered with respect to Millennium’s claims that the Regulations created discriminatory
classifications by imposing age limits for taxicabs and that these age limit provisions were
selectively enforced against Millennium taxis.

         In December 2007, CMAA moved for summary judgment on Millennium’s remaining
claims. In support of its motion, CMAA submitted affidavits of past and present CMAA executives,
including its former Airport Security Coordinator, Ruth Dudley. Dudley was primarily responsible
for the implementation and enforcement of the “new” Regulations. Dudley said that the Regulations
were amended to comprehensively regulate the use of the entire curb area in front of the terminal
building in order to address a variety of CMAA’s concerns and objectives. These included
effectively managing its limited curb frontage; optimizing traffic flow (vehicular and pedestrian);
ensuring quality control and customer satisfaction with ground transportation services originating
from the airport; and optimizing the image portrayed by the airport and the city to the traveling
public. In her affidavit, Dudley stated, in relevant part:

                   The Regulations treat different types of commercial ground
                   transportation vehicles differently because of the different
                   characteristics and functions of those various types of . . . vehicles.
                   For example, large buses are directed to park in areas that are
                   accessible to and usable by vehicles of that size rather than in
                   locations where they physically cannot be parked or which would
                   block other vehicles. Similarly, vehicles carrying passenger are
                   generally more regulated and held to higher standards than those
                   carrying only luggage or freight. Finally, vehicles charging
                   passengers a fee for transport are generally more extensively
                   regulated that vehicles providing transportation as a courtesy (such as
                   a shuttled provided by a hotel) to persons who have already selected
                   that provider and who are not paying a separate fee for service.

                   [T]he Regulations allow those taxicabs bearing CMAA permits to
                   park in a designated area, which is referred to as the “taxicab zone”
                   or collectively as the “taxicab hold spaces.” Taxicabs without
                   CMAA permits are not allowed to utilize the taxicab zone. The
                   Regulations do not allow a taxicab without a CMAA permit to
                   conduct a curbside pickup unless the operator of that taxicab pays
                   CMAA a $50.00 per vehicle per visit fee. Taxicabs, regardless of
                   whether they bear CMAA permits, are allowed to drop off passengers
                   curbside, but are not allowed to park curbside. Taxicabs without


        3
            At the hearing, Millennium conceded that this claim was properly dismissed.

                                                         -4-
               CMAA permits may park in CMAA’s public parking lots or in other
               authorized locations in order to wait for a customer or to make a
               pickup, and may park for up to fifteen (15) minutes without charge in
               CMAA’s short-term parking lot.

               The Regulations prohibit non-permitted taxicabs from parking
               curbside because CMAA wishes to manage access to and traffic flow
               along the terminal curb, and to provided departing patrons at the
               [airport] with immediate, close proximity access to ground
               transportation options from providers whose identities are know to
               CMAA and who meet minimum safety, quality, cleanliness, and
               reliability standards imposed by CMAA.

        In his affidavit, Scott Broyles, former CMAA Vice President of Operations, stated that he
was responsible for enforcement of the Regulations. He said that airport police officers were
knowledgeable about the Regulations and that they properly and uniformly applied them and
documented their monitoring and enforcement activities. Broyles said that from the time of their
enactment in July 2006 until September 2007, CMAA had documented enforcement of the
Regulation prohibiting improper curbside parking on at least 23 separate occasions against taxi or
limousine operators other than Millennium and against at least four taxi or limousine companies
other than Millennium.

       In opposing the motion, Millennium summarized its position as follows:

               The crux of the new regulations apply to [Millennium ] in that they
               prohibit it from picking up new customers at [the] curbside of the
               [airport]. The Complaint alleges that this is a discriminatory
               classification, discriminatorily enforced and, for those reasons,
               exceeds the constitutional and statutory authority granted to the
               CMAA . . . .

        In its March 19, 2008, “Memorandum and Partial Judgment,” the trial court promptly
disposed of the first two issues – whether the Regulations in general and pertaining to taxicabs
operating outside the taxi zone in particular – were within CMAA’s authority to enact. In short, the
trial court found that the CMAA had full regulatory power over the property within its jurisdiction,
including taxi cab regulation. The trial court continued:

               [T]he remainder of the pleadings . . . are as follows:

               Whether [the Regulations] discriminate against non-permitted taxis
               because they are not allowed to pick up curbside passengers like
               buses and vans which pay a quarterly fee rather than a $50.00 visit fee
               by non-permitted taxis.



                                                -5-
Whether [CMAA] has discriminated in its enforcement of [the
Regulations] against Millennium.

                               * *     *


Practically speaking, this Court must determine whether or not the
regulations as applied to Millennium were within [CMAA’s]
authority to manage and utilize the curb frontage at the Terminal
Building and traffic flow, as well as the monitoring of customer
satisfaction with ground transportation. In assessing that application,
the Court is faced with not whether the drop-off of passengers by
non-permitted taxi cabs is permissible, because under the regulations
that is permitted, but rather the issue becomes whether the pick-up of
passengers by non-permitted taxi cabs at curbside is impermissible,
given their ability to use the short-term parking spaces [without
charge] for a period of fifteen minutes. Concurrent with this inquiry
is whether there is an impermissible classification between curbside
pick-up between non-permitted taxi cabs and other carriers. Under
the record in this case, there can be no doubt but that the regulations
have a rational basis. The question becomes whether they further
legitimate government interests. Although Millennium complains
that a $50.00 per visit fee amounts to a prohibition, the Court is not
entirely persuaded that such a prohibition would be impermissible.
This conclusion is buttressed by the permission offered by [CMAA]
for non-permitted taxi cabs to park in the short-term lot for up to
fifteen minutes without charge. Additionally, the distinction made in
[the Regulations] between non-permitted taxi cabs and other
commercial users, whether they be buses or vans, does not appear to
be invidious or discriminate unreasonably against Millennium. That
distinction is based upon the service provided and the access needed
to curbside. For these reasons, the [Regulations] will be upheld.

The Issue of Selective Enforcement or Discrimination in
Application

[I]t would appear that Millennium’s claims under this theory are
threefold: (1) permitting permitted cabs to park outside the zone; (2)
imposing different regulations for other commercial vehicles; and (3)
prohibiting non-permitted taxis to do all things that private vehicle
traffic can do. The Court has already discussed the second issue.
With respect to the third issue, [CMAA] had explained the reason for
difference in classification between non-permitted taxis and private
vehicle traffic. This explanation constitutes a rational basis.
Although [CMAA] has submitted evidence to support its contention

                                 -6-
               that it has not discriminated between permitted and non-permitted
               taxis parking curbside, there is sufficient evidence in the record to
               create a genuine issue of material fact with respect to that issue in this
               case. Accordingly, summary judgment will be granted on the
               “targeting” issue, except for the allegation of unequal treatment
               between permitted and non-permitted taxi cabs parking curbside.

(Capitalization and bold print in original).

        With the noted exception, the trial court granted summary judgment in favor of CMAA on
all claims. Thereafter, Millennium dismissed voluntarily this remaining claim and timely appealed
the grant of summary judgment to CMAA.

                                                  II.

         We review the propriety of the trial court's grant of summary judgment under the standard
set forth in Rule 56.04, Tenn.R.Civ.P., which provides that summary judgment is appropriate where
the pleadings, depositions, answers to interrogatories, and admissions on file, together with the
affidavits, if any, show that there is no genuine issue as to any material fact and that the moving
party is entitled to a judgment as a matter of law. Town of Huntsville v. Duncan, 15 S.W.3d 468,
471 (Tenn. Ct. App. 1999). In the present case, the material facts necessary to our determination are
undisputed. As a result, our review involves only a question of law and no presumption of
correctness attaches to the trial court's findings. Id. (citing Gonzales v. Alman Constr. Co., 857
S.W.2d 42, 44 (Tenn. Ct. App. 1993)).

                                                  III.

       Taken verbatim from its brief, Millenium raises the following issue on appeal:

               Does the [CMAA] regulation prohibiting curbside pickup by taxicabs,
               not registered with CMAA, constitute an unconstitutional
               discriminatory exercise of its police power?

                                                 IV.

        On appeal, Millennium does not dispute the authority of CMAA to regulate transportation
services at the airport. Rather, Millennium contends that the Regulations violate equal protection
principles by prohibiting only non-registered taxis from conducting curbside passenger pickups. See
U.S. Const. amend. XIV, § 1; Tenn. Const. art. I, § 8 and art. XI, § 8. Millennium concludes that
“[the Regulations], as applied to unregistered taxicabs, create a discriminatory classification without
a rational basis for its legitimate government purpose . . . .”

       The Tennessee Supreme Court has stated that Article 1, § 8 and Article XI, § 8 of the
Tennessee Constitution confer “essentially the same protection” as the equal protection clause of the
United States Constitution. Tennessee Small School Systems v. McWherter, 851 S.W.2d 139, 152

                                                  -7-
(Tenn. 1993). The United States Supreme Court has described the burden undertaken by one
challenging the constitutionality of economic legislation as a violation of due process:

               It is by now well established that legislative Acts adjusting the
               burdens and benefits of economic life come to the Court with a
               presumption of constitutionality, and that the burden is on one
               complaining of a due process violation to establish that the legislature
               has acted in an arbitrary and irrational way.

Pension Benefit Guar. Corp. v. R.A. Gray & Co., 467 U.S. 717, 729, 104 S. Ct. 2709 (1984). The
same, relaxed “rational basis” test is applied to equal protection challenges to economic legislation.
Harrison v. Schrader, 569 S.W.2d 825 (Tenn. 1978). The “rational basis test” has been described
by the Tennessee Supreme Court as follows:

               The concept of equal protection espoused by the federal and our state
               constitutions guarantees that “all persons similarly circumstanced
               shall be treated alike.” Conversely, things which are different in fact
               or opinion are not required by either constitution to be treated the
               same. “The initial discretion to determine what is ‘different’ and what
               is ‘the same’ resides in the legislatures of the States,” and legislatures
               are given considerable latitude in determining what groups are
               different and what groups are the same. In most instances the judicial
               inquiry into the legislative choice is limited to whether the
               classifications have a reasonable relationship to a legitimate state
               interest.

State v. Tester, 879 S.W.2d 823, 828 (Tenn. 1994)(quoting Tennessee Small School Systems v.
McWherter, 851 S.W.2d at 153)(internal citations omitted)).

        It follows that the “keystone in determining the constitutionality of a statute under . . . the
[Tennessee] Constitution is reasonableness of classification.” City of Chattanooga v. Harris, 223
Tenn. 51, 56-57, 442 S.W.2d 602, 604 (1969). “Under this standard, if some reasonable basis can
be found for the classification, or if any state of facts may reasonably be conceived to justify it, the
classification will be upheld.” Harrison, 569 S.W.2d at 825. It has been long held that
“[r]easonableness depends upon the facts of the case and no general rule can be formulated for its
determination.” Id. at 825-26 (citing Estrin v. Moss, 221 Tenn. 657, 430 S.W.2d 345 (1968);
Motlow v. State, 125 Tenn. 547, 145 S.W. 177 (1912)).

        Applying this standard to the Regulations, we must decide whether any reasonable basis
supports CMAA’s decision to prohibit non-registered taxis from picking up passengers at any
portion of the curbside in front of the terminal building. In determining whether a challenge to
classification is rationally related to achievement of a legitimate state purpose two questions must
be answered: One, does the challenged legislation have a legitimate purpose and two, was it
reasonable for the law makers to believe that use of the challenged classification would promote that
purpose. Western & Southern Life Insurance Company v. State Board of Equalization of

                                                  -8-
California, 451 U.S 648, 668, 101 S. Ct. 2070 (1981). With respect to the first question, it cannot
be convincingly argued that CMAA’s cited objectives – controlling access to the limited curbside,
effectively managing the flow of vehicles and pedestrians in the area, ensuring quality control and
customer satisfaction with ground transportation services originating from the airport, and presenting
a favorable image of the airport – are not legitimate legislative purposes. Millennium’s focus, and
ours, is on whether CMAA reasonably applied the Regulations to non-registered taxis to further
these purposes.

        As noted, Millennium’s contention is that the Regulations are constitutionally infirm because
they prohibit only non-permitted taxis from making curbside pickups, thereby creating an arbitrary,
discriminatory classification that is not reasonably related to the purposes of the Regulations.
Millennium repeatedly asserts, for example, that “passengers could be picked up curbside by private
vehicles, buses, and other commercial vehicles, registered taxicabs, etc.,” and that the “[Regulations]
allow other commercial vehicles to operate curbside, with impunity, and without regulation. . . .”
This is simply not true.

        Taking registered taxis versus unregistered taxis first, the Regulations authorize registered
taxis to park, wait, and pick up their next fare in a designated taxi zone at the curbside outside the
baggage claim area. Under the Regulations, permitted taxis are subject to age and inspection
requirements, among others, to ensure that they are reliable and in good condition. Drivers of
permitted taxis are subject to a code of conduct governing their appearance and behavior while
providing services at the airport. Companies operating permitted vehicles are subject to fines and
other disciplinary action for violating any applicable Regulations. Taxis not registered with CMAA,
on the other hand, are not subject to such regulations and requirements and, as a consequence, are
effectively removed from access to incoming passengers unless the passengers has made advance
reservations to be picked up by such a vehicle. With regard to other commercial vehicles, they too
are directed to pick up passengers in designated areas curbside or in parking lots depending on the
type of vehicle or service provided and whether they are CMAA-permitted. For example, the
Regulations expressly governing passenger pick-ups by non-registered limousines and sedans
contain the identical provision applied to Millennium’s non-registered taxis.4 The Regulations
provide, in relevant part:

                 VI. Limousine and Sedan Service

                 H. Non-Registered Limousine and Sedan Pick-Ups

                 If a limousine or sedan company that is not registered with CMAA is
                 requested to provide transportation, the driver of the non-registered
                 vehicle must park in one of the on-site parking lots. The driver may
                 meet his passenger at the bottom of the escalators . . . .



        4
       In addition to non-registered taxicabs, limousines and sedans, baggage delivery vehicles not registered with
CMAA are also prohibited from making curbside pick ups albeit of packages rather than passengers.

                                                       -9-
                  No loitering on the curb will be permitted. Any non-registered
                  vehicle and operator not complying with this policy will be removed
                  from the airport premises, and . . . charged the $50 non-registered
                  vehicle fee as set forth in section III.

(Underlining in original.)

          In our view, the Regulations are reasonably related to their legitimate purpose of presenting
incoming passengers with transportation options, whether they be taxis, limousines, or other
vehicles, from providers that are known to CMAA to have vehicles that are relatively new, clean,
and in good repair – conditions imposed upon all permitted commercial ground transportation
vehicles. Although Millennium counters that this objective is not accomplished because its taxis are
still allowed to pick up passengers elsewhere at the airport, we are unpersuaded that the Regulations
are therefore rendered arbitrary or otherwise unreasonable. Stated another way, we conclude that
it is entirely rational for CMAA to restrict the curbside access of incoming passengers to those
commercial vehicles that are subject to the requirements governing permitted vehicles in an effort
to meet its stated objectives. As noted by Ms. Dudley, CMAA’s goal is to present incoming
passengers as a first option with permitted vehicles with which CMAA has some level of knowledge
both as to the vehicles and their drivers. Those operators, such as Millennium, who choose not to
subject themselves to the same requirements as other transportation providers, are not prohibited
from operating at the airport, but are unlikely to be the first choice for incoming passengers.5

        As we read the Regulations, CMAA has not sought to achieve its objectives by disallowing
curbside pickups by only non-registered taxis. Other non-registered vehicles including limousines
and sedans must also park in the airport parking lots to pick up a passenger or pay the $50 “non-
registered vehicle” fee to do so. In this manner, CMAA has taken steps to ensure that incoming
passengers who have not made arrangements in advance will be presented as a first option with
registered and therefore, regulated, transportation providers whether they be taxicabs, limousines,
buses, etc. “The fundamental rule is that all classifications must be based upon substantial
distinctions which make one class really different from another; and the characteristics which form
the basis of the classification must be germane to the purpose of the law. . . .” State v. Nashville,
C. & S. L. R. Co., 135 S.W. 773, 776 (Tenn. 1910)(quoting Lewis, 1 Sutherland on Statutory
Construction, 366 (2d ed.)). On this record, we conclude that Millennium has failed to demonstrate
that CMAA’s decision to prohibit curbside pickups by unregistered taxis and other commercial
vehicles who choose not to subject themselves to the requirements applicable to permitted vehicles
and their drivers, bears no rational relationship to one of its legitimate governmental objectives –
providing quality ground transportation services to incoming travelers.

         Having concluded that Millennium has not established that the Regulations are unrelated to
at least one legitimate purpose, we need not consider whether they are reasonably related to all of


         5
          At the summary judgment hearing, counsel for CM AA observed that of all the commercial ground
transportation operators at the airport, only M illenium and another taxi company, East Ridge, were not registered with
CMAA.

                                                         -10-
the other legislative purposes intended by CMAA. Suffice it to say, however, that CMAA’s
objectives of controlling access to the limited curbside and regulating the flow of traffic outside the
terminal are reasonably met by simply limiting the number of vehicles in the area. Again, that
CMAA chose to give preference to permitted ground transportation vehicles to effectuate its
objectives does not make the Regulations unconstitutionally discriminatory. A classification having
some reasonable basis “is not unconstitutional merely because it results in some inequality.”
Harrison, 569 S.W.2d at 825.

        Our de novo review persuades us that the trial court was imminently correct that “there can
be no doubt but that the [R]egulations have a rational basis,” do not unreasonably apply, and are
properly upheld in furtherance of their legitimate government purposes. Accordingly, the trial court
correctly granted summary judgment to CMAA.

                                                  V.

       The judgment of the trial court is affirmed. This case is remanded to the trial court for
enforcement of its judgment and for collection of costs assessed below, all pursuant to applicable
law. Costs on appeal are taxed against the appellant, Millennium Taxi Service, L.L.C.




                                                            _______________________________
                                                            CHARLES D. SUSANO, JR., JUDGE




                                                 -11-
