                                                                                FILED
                                                                            Jan 31 2020, 5:18 am

                                                                                CLERK
                                                                            Indiana Supreme Court
                                                                               Court of Appeals
                                                                                 and Tax Court




      ATTORNEYS FOR APPELLANTS                                    ATTORNEYS FOR APPELLEES
      James Bopp, Jr.                                             Peter J. Rusthoven
      Corrine L. Youngs                                           John Maley
      Amanda Narog                                                J. Curtis Greene
      Terre Haute, Indiana                                        Dylan A. Pittman
                                                                  Indianapolis, Indiana


                                                   IN THE
          COURT OF APPEALS OF INDIANA

      Small Business in Transportation                            January 31, 2020
      Coalition, et al.                                           Court of Appeals Case No.
      Appellants-Plaintiffs,                                      19A-PL-370
                                                                  Appeal from the Marion Superior
              v.                                                  Court
                                                                  The Honorable Kurt Eisgruber,
      Indiana Department of Revenue,                              Judge
      et al.,                                                     Trial Court Cause No.
      Appellees-Defendants                                        49D06-1711-PL-43017




      Altice, Judge.


                                                 Case Summary


[1]   For more than fifty years, Congress has authorized states to require interstate

      motor carriers operating within their borders to register proof of the carriers’

      federal interstate operating permits. Several registration systems have been

      Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020                           Page 1 of 23
      promulgated by the federal government to allow states to charge annual

      registration fees without violating the United States Constitution by constituting

      an undue burden on interstate commerce. Most recently, pursuant to the

      Unified Carrier Registration Act of 2005 (the UCR Act), Congress replaced the

      Single State Registration System (the SSRS) with the Unified Carrier

      Registration System (the UCRS), which went into effect in 2007 and is

      administered by the Secretary of the United States Department of

      Transportation (the Secretary).


[2]   The UCRS includes, under the same name, a revamped and consolidated

      online Federal registration system. In addition to the federal registration

      system, the UCR Act established a corresponding State registration system,

      involving the creation of a UCR Plan, UCR Board, and UCR Agreement.

      Indiana, along with forty other states, opted to participate in this new base-state

      system for the collection of registration fees from interstate motor carriers.

      Indiana’s participation is administered by the Indiana Department of Revenue

      (INDOR), the agency responsible for regulating commercial transportation.

      Indiana not only has participated in the UCR Plan but, through a series of

      agreements between the UCR Board and INDOR, operated a national online

      portal (the Portal) between 2008 and 2018, which provided carriers across the

      nation the convenience of registering and paying their UCR fees online, with

      nominal user and access fees. Registration through the Portal was voluntary, as

      carriers could register and pay fees directly with their base state.




      Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020       Page 2 of 23
[3]   Daywalt Trucking (Daywalt) is a carrier that owed UCR fees and used

      INDOR’s portal to pay them, as did 12 Percent Logistics, Inc. (Broker) and

      trade association members of Small Business in Transportation Coalition

      (Coalition) (collectively, Plaintiffs). Plaintiffs filed a class action complaint

      against INDOR and its commissioner, Adam J. Krupp, claiming that INDOR

      lacked authority under state law to register carriers and collect UCR-related

      fees. Asserting equitable theories of recovery, such as unjust enrichment,

      Plaintiffs sought the recovery of hundreds of millions of dollars in fees paid

      through the Portal since 2008.


[4]   INDOR responded to the complaint with multiple dispositive motions based

      on, among other things, lack of standing, failure to state a claim, and failure to

      join indispensable parties. Following a hearing, the trial court issued a final

      order in which it granted each of INDOR’s dispositive motions.


[5]   The issues presented on appeal are plentiful, but we need not reach them all.

      The undisputed evidence establishes that Plaintiffs, out of convenience,

      voluntarily chose to use the Portal to pay UCR fees that they concededly owed

      under the UCRS. They owed these fees, which were set by the Secretary – not

      INDOR, regardless of whether the Indiana legislature had properly granted

      INDOR authority to collect such fees and operate the Portal. Further, Plaintiffs

      do not allege that INDOR failed to transmit the UCR fees it collected through

      the Portal to the proper base states.




      Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020         Page 3 of 23
[6]   In sum, INDOR, under agreements with the UCR Board, collected UCR fees

      from interstate carriers across the country that were owed and then distributed

      the funds pursuant to the UCR Plan and Agreement. INDOR’s actions resulted

      in satisfaction of Plaintiffs’ UCR obligations for about a decade. Plaintiffs’

      attempt to recoup, based on equitable theories, hundreds of millions of dollars

      paid through the Portal is without basis in law.


[7]   We affirm.


                                 Federal & State Regulation of Carriers


[8]   “Federal law has long required most motor carriers doing interstate business to

      obtain a permit – which we shall call a Federal Permit – that reflects

      compliance with certain federal requirements.” Mid-Con Freight Sys., Inc. v.

      Michigan Pub. Serv. Comm’n, 545 U.S. 440, 442 (2005). Since 1965, Congress

      has authorized states to require proof that interstate carriers had secured such a

      Federal Permit. Id. “Congress provided that state registration requirements

      would not constitute an undue burden on interstate commerce so long as they

      were consistent with regulations promulgated by the [federal government].” See

      Yellow Transp., Inc. v. Michigan, 537 U.S. 36, 39 (2002).


[9]   The first system used for state registration came to be known as the Bingo Card

      System, in which participating states were permitted to charge carriers annual

      registration fees of up to $10 per vehicle and, as proof of registration, states

      would issue stamps to be affixed on a card, carried in each vehicle, within the

      square bearing the name of the issuing state. See id. “The ‘bingo card’ regime

      Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020         Page 4 of 23
       proved unsatisfactory to many who felt that the administrative burdens it placed

       on carriers and participating States outweighed the benefits to those States and

       to the public.” Id.; see also Mid-Con Freight Sys., Inc., 545 U.S. at 443 (describing

       the system as “inefficient and burdensome”). Accordingly, in 1991, Congress

       directed the implementation of a new system.


[10]   The SSRS went into effect in 1994, replacing the Bingo Card System. Under

       this new system, a trucking company could annually fill out one set of forms in

       one state (its base state) in order to effectively register its Federal Permit in

       every participating state through which its trucks would travel. See Mid-Con

       Freight Sys., Inc., 545 U.S. at 443. “Thus, one State would – on behalf of all

       other participating States – register a carrier’s vehicles, file and maintain

       paperwork, and collect and distribute registration fees.” Yellow Transp., Inc.,

       537 U.S. at 40. The base state was then responsible for distributing to each

       participating state its share of the total registration fee. See Mid-Con Freight Sys.,

       Inc., 545 U.S. at 444. Congress capped the per-vehicle fee that participating

       states could charge and directed the federal administrative body, then the

       Interstate Commerce Commission (the ICC), to establish a fee system under

       certain constraints. Yellow Transp., Inc., 537 U.S. at 40. Congress abolished the

       ICC in 1995 and assigned responsibility for administering the SSRS to the

       Secretary. Id.


[11]   The UCR Act of 2005 created the newest of the federally mandated systems,

       the UCRS, which replaced the SSRS in 2007. The bulk of the UCR Act



       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020          Page 5 of 23
consisted of two statutes. First, Congress made a wholesale amendment to 49

U.S.C. § 13908, which, as amended, provided in part:


        (a) Establishment of Unified Carrier Registration System. --
            The Secretary, in cooperation with the States, representatives
            of the motor carrier, motor private carrier, freight forwarder,
            and broker industries and after notice and opportunity for
            public comment, shall issue within 1 year after the date of
            enactment of the [UCR Act] regulations to establish an online
            Federal registration system, to be named the “Unified Carrier
            Registration System”, to replace--


                      (1) the current Department of Transportation
                      identification number system, the single State registration
                      system under section 14504;


                      (2) the registration system contained in this chapter and
                      the financial responsibility information system under
                      section 13906; and


                      (3) the service of process agent systems under sections
                      503 and 13304.


             (b) Role as clearinghouse and depository of information.--
             The Unified Carrier Registration System shall serve as a
             clearinghouse and depository of information on, and
             identification of, all foreign and domestic motor carriers,
             motor private carriers, brokers, freight forwarders, and others
             required to register with the Department of Transportation,
             including information with respect to a carrier’s safety rating,
             compliance with required levels of financial responsibility, and
             compliance with the provisions of section 14504a. The Secretary
             shall ensure that Federal agencies, States, representatives of
             the motor carrier industry, and the public have access to the

Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020                 Page 6 of 23
                    Unified Carrier Registration System, including the records
                    and information contained in the System.


                                                           ****


       (Emphases added.)


[12]   Second, Congress repealed 49 U.S.C. 14504 (which addressed the SSRS) and

       enacted 49 U.S.C. 14504a, entitled “Unified Carrier Registration System plan

       and agreement.” 49 U.S.C. 14504a is a lengthy statute that sets out the UCRS

       with regard to the states. The statute begins by providing definitions, of which

       we note the following:


               (2) Base-State.--


                        (A) In general.--Subject to subparagraph (B), the term
                        “base-State” means, with respect to a unified carrier
                        registration agreement, a State--


                                 (i) that is in compliance with the requirements of
                                 subsection (e); and


                                 (ii) in which the motor carrier, motor private carrier,
                                 broker, freight forwarder, or leasing company to
                                 which the agreement applies maintains its principal
                                 place of business.


                        (B) Designation of base-State.--A motor carrier, motor
                        private carrier, broker, freight forwarder, or leasing
                        company may designate another State in which it
                        maintains an office or operating facility to be its base-State
                        in the event that--
       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020            Page 7 of 23
                          (i) the State in which the motor carrier, motor
                          private carrier, broker, freight forwarder, or leasing
                          company maintains its principal place of business is
                          not in compliance with the requirements of
                          subsection (e); or


                          (ii) the motor carrier, motor private carrier, broker,
                          freight forwarder, or leasing company does not have
                          a principal place of business in the United States.


                                                  ****


        (6) Participating state.--The term “participating State” means a
        State that has complied with the requirements of subsection (e).


        (7) SSRS.--The term “SSRS” means the single state registration
        system in effect on the date of enactment of this section.


        (8) Unified carrier registration agreement.--The terms “unified
        carrier registration agreement” and “UCR agreement” mean the
        interstate agreement developed under the unified carrier
        registration plan governing the collection and distribution of
        registration and financial responsibility information provided and
        fees paid by motor carriers, motor private carriers, brokers,
        freight forwarders, and leasing companies pursuant to this
        section.


        (9) Unified carrier registration plan.--The terms “unified carrier
        registration plan” and “UCR plan” mean the organization of
        State, Federal, and industry representatives responsible for
        developing, implementing, and administering the unified carrier
        registration agreement.


                                                  ****

Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020            Page 8 of 23
       49 U.S.C. 1450a(a).


[13]   With regard to the UCR Plan, the statute provides that it shall be governed by a

       “board of directors consisting of representatives of the Department of

       Transportation, participating States, and the motor carrier industry.” 49 U.S.C.

       1450a(d)(1)(A). The fifteen directors are appointed by the Secretary with five

       directors from each of the following: the Federal Motor Carrier Safety

       Administration, the professional staffs of state agencies responsible for

       overseeing the administration of the UCR Agreement, and the motor carrier

       industry. 49 U.S.C. 1450a(d)(1)(B). The UCR Board is responsible for issuing

       “rules and regulations to govern the UCR agreement.” 49 U.S.C. 1450a(d)(2).

       In its administration of the UCR Agreement, the UCR Board is permitted to

       “contract with any person or any agency of a State to perform administrative

       functions …, but may not delegate its decision or policy-making

       responsibilities.” 49 U.S.C. 1450a(d)(6). Additionally, the UCR Board is

       tasked with recommending to the Secretary the annual fees to be assessed

       carriers under the UCR Agreement, but the Secretary ultimately sets those fees.

       49 U.S.C. 1450a(d)(7). “Motor carriers, motor private carriers, leasing

       companies, brokers, and freight forwarders shall pay all fees required under this

       section to their base-State pursuant to the UCR Agreement.” 49 U.S.C.

       1450a(f)(4).


[14]   Finally, for our purposes, we observe that the statute provides that a state is

       eligible to participate in the UCR Plan and receive revenues under the UCR



       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020         Page 9 of 23
       Agreement if the state, within three years of the enactment of the UCR Act,

       submits to the Secretary a plan:


               (A) identifying the State agency that has or will have the legal
               authority, resources, and qualified personnel necessary to
               administer the agreement in accordance with the rules and
               regulations promulgated by the board of directors; and


               (B) demonstrating that an amount at least equal to the revenue
               derived by the State from the unified carrier registration
               agreement shall be used for motor carrier safety programs,
               enforcement, or the administration of the UCR plan and UCR
               agreement.


       49 U.S.C. 1450a(e).


                                Indiana’s Participation in the UCR Plan


[15]   Indiana, through INDOR, filed a plan with the Secretary on or about October

       4, 2006, for participation in the UCR Plan, along with a certification indicating

       the amount of revenue Indiana received under the SSRS for the 2004

       registration year. Additionally, in 2007, the Indiana General Assembly

       amended several code provisions dealing with motor carrier regulation. See

       P.L.42-2007. The amendments, particularly to Ind. Code Chapter 8-2.1-20

       (entitled “Interstate Motor Carriers”), reflect an intent to align our statutes with

       the UCRS. See e.g., P.L. 42-2007, § 6 (amending I.C. § 8-2.1-20-7 to replace

       reference to the SSRS with the UCRS), § 7 (adding subsection (b) to I.C. § 8-

       2.1-20-9, which provides: “If there is a conflict between this chapter and the

       unified carrier registration system established under 49 U.S.C. 13908 et seq. and

       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020        Page 10 of 23
       the regulations adopted by the United States Secretary of Transportation under

       49 U.S.C. 13908 et seq., the federal statute and regulations control.”); see also

       Appellants’ Appendix Vol. 3 at 165 (fiscal impact statement for the legislation

       indicated that the bill “makes various changes to conform with the [UCRS]”

       and that said changes “could mean additional revenue accruing to the state, the

       amount of which is not determinable at this time because the rates and fees

       have yet to be established for the program”). At the conclusion, the General

       Assembly indicated that the act’s amendments “shall apply to registrations and

       fees due after December 31, 2006” with the following exception:


               If the effective date for the repeal of the single state registration
               system established under 49 U.S.C. 11506 is delayed by the
               Congress of the United States, the provisions listed in subsection
               (a), as they existed on December 31, 2006, shall be applied in
               Indiana until the earlier of the following:

                        (1) The date a state is required to conform to the unified
                        carrier registration system established under 49 U.S.C.
                        13908 as required by an act of the Congress of the United
                        States or by a regulation of the United States Department
                        of Transportation.

                        (2) January 1, 2008.


       P.L. 42-2007, § 21.


[16]   In addition to Indiana participating as a base state in the UCR Plan since 2007,

       INDOR contracted with the UCR Board to develop, manage, operate, and host

       the Portal, an online “UCR System accessible to other states and registrants”

       with “registration functionality regarding the collection and distribution of

       funds collected by INDOR on behalf of the UCR states.” Appellants’ Appendix

       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020         Page 11 of 23
       Vol. 2 at 71. The first Memorandum of Understanding (MOU) went into effect

       in January 2008 with a five-year term. Under the 2008 MOU, INDOR was to,

       on behalf of the UCR Board, operate the Portal and collect UCR fees, as set by

       the Secretary. The agreement also provided that INDOR would charge and

       collect $3.00 for each registration transaction completed through the Portal

       (user fee) and that each registrant would pay a credit card access fee or an

       eCheck instant access fee (instant access fee). INDOR agreed to maintain

       accurate records pertaining to the transactions and to “distribute funds to the

       states collected on their behalf every thirty (30) days.” Id. at 72. INDOR and

       the UCR Board entered into a new MOU in 2013 for improvements and

       enhancements to the “comprehensive, one-stop web site for UCR information

       and transaction services” operated by INDOR, including the development and

       maintenance of the depository reporting system for the UCRS and additional

       reporting requirements. Id. at 77. The parties executed the final MOU in 2016,

       with a scheduled end date of September 30, 2018. The 2016 MOU

       discontinued the $3.00 user fee beginning in 2017 and, instead, the UCR Board

       paid a support and maintenance fixed fee to INDOR of $1,320,000 annually.

       INDOR ceased operating the Portal on behalf of the UCR Board in September

       2018.


                        Facts Directly Related to Plaintiffs & this Litigation


[17]   Daywalt is a trucking company located in Pennsylvania that operates for-hire

       commercial trucks interstate. Between the years 2009 and 2018, Daywalt chose



       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020       Page 12 of 23
       to register and pay UCR fees through the Portal for its base state, Pennsylvania.

       In utilizing the Portal, Daywalt also paid user and instant access fees.


[18]   Broker is a broker company with its principal place of business in Florida, and it

       registered through the Portal each year between 2008 and 2018. Because

       Florida is not a participating state, Broker’s base state has varied between

       Georgia and South Carolina.


[19]   Coalition is a trade organization located in Washington, D.C., with over 8000

       members. It represents, promotes, and protects the interests of small businesses

       in the transportation industry. Many of its members have registered through

       the Portal between 2008 and 2018 and paid UCR-related fees.


[20]   Plaintiffs brought the instant class action challenging, through an amended

       complaint filed in April 2018, INDOR’s authority under state law to register

       and collect UCR-related fees (that is, UCR fees, user fees, and instant access

       fees) from interstate motor carriers under the UCR Plan and to enter into the

       MOUs with the UCR Board. The proposed class representatives, Daywalt and

       Broker, brought suit on behalf of themselves and similarly situated persons “to

       recover hundreds of millions of dollars in unlawful UCR-Related Fees collected

       from Carriers since 2008.” Id. at 44. They defined the proposed class (the

       Class) 1 as follows:




       1
        The trial court stayed ruling on Plaintiffs’ motion for class certification until various dispositive motions
       were ruled upon, the rulings of which are the subject of this appeal.

       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020                                 Page 13 of 23
               All motor carriers, motor private carriers, brokers, freight
               forwarders, and leasing companies that have registered with
               INDOR under the [UCRS] and that have paid the UCR Fee, the
               Usage Fee, and/or the Instant Access Fee to INDOR since 2008.


       Id. at 46. Coalition, though not a class representative or member of the Class,

       asserted the interests of its members, seeking declaratory and injunctive relief

       on their behalf regarding the future registration of carriers and collection of

       UCR-related fees by INDOR.


[21]   Daywalt, Broker, and the Class sought repayment of all UCR-related fees paid

       through the Portal since 2008. They relied on two equitable theories of

       recovery – unjust enrichment and money had and received. Plaintiffs also

       sought declaratory and injunctive relief.


[22]   INDOR responded to the amended complaint by filing, on April 30, 2018, five

       dispositive motions: 1) a motion to dismiss for lack of standing; 2) a motion to

       dismiss based on INDOR’s statutory authority; 3) a motion to dismiss for

       failure to state a claim; 4) a motion to dismiss for failure to join indispensable

       parties; and 5) a motion for summary judgment based on lack of notice under

       the Indiana Tort Claims Act or sovereign immunity. On appeal, Plaintiffs have

       not provided us with any of INDOR’s motions or related filings. Additionally,

       Plaintiffs have not included in their appendix any of their responses to the

       motions or their own subsequent motion for partial summary judgment, filed

       on June 25, 2018. The omissions in Appellants’ seven-volume appendix are

       glaring and the context of the various documents and exhibits included therein


       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020       Page 14 of 23
       is unclear. Because INDOR has not objected or argued otherwise, we will

       presume that these documents and exhibits were all before the trial court and

       considered by the trial court in its consideration of the pending motions.


[23]   On December 5, 2018, the trial court held a summary judgment hearing

       regarding the pending motions. Thereafter, on January 18, 2019, the trial court

       issued an order on all pending dispositive motions. In its detailed order, the

       court granted each of INDOR’s motions and denied Plaintiffs’ motion for

       partial summary judgment. The court entered final judgment in favor of

       INDOR. Plaintiffs now appeal. Additional facts will be provided below as

       needed.


                                               Standard of Review


[24]   In arguing the motions to dismiss and the competing summary judgment

       motions, the parties relied on substantial matters outside of the pleadings, as is

       apparent from our review of the transcript and the seven-volume appendix.

       Indiana Trial Rule 12(B) provides in part:


               If, on a motion, asserting the defense number (6), to dismiss for
               failure of the pleading to state a claim upon which relief can be
               granted, matters outside the pleading are presented to and not
               excluded by the court, the motion shall be treated as one for
               summary judgment and disposed of as provided in Rule 56.


       Accordingly, we apply the summary judgment standard in our review of the

       T.R. 12(B)(6) claims. Summary judgment is appropriate “if the designated

       evidentiary matter shows that there is no genuine issue as to any material fact

       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020         Page 15 of 23
       and that the moving party is entitled to a judgment as a matter of law.” Ind.

       Trial Rule 56(C). Our review is de novo, and we may affirm the grant of

       summary judgment on any theory supported by the designated evidence. See

       Jurich v. Indiana Dep’t of Transp., 126 N.E.3d 846, 855 (Ind. Ct. App.), trans.

       denied.


                                             Discussion & Decision


[25]   At the core of Plaintiffs’ complaint and arguments on appeal is their assertion

       that none of the amendments made by the Indiana General Assembly in 2007,

       via P.L. 42-2007 (the 2007 Legislation), “dealt with the adoption of the UCR

       Plan, 49 U.S.C. § 14504a, or its implementation in Indiana.” Appellants’ Brief at

       28. We do not accept this myopic view.


[26]   The clear intent of the 2007 Legislation was to continue Indiana’s participation

       as a base state for the registration and collection of fees upon Congress’s repeal

       of the SSRS and implementation of the UCRS. Indeed, the 2007 Legislation

       expressly provided that if the effective date for the repeal of the SSRS was

       delayed by Congress, the prior SSRS provisions would be applied in Indiana

       until the earlier of the following: “(1) The date a state is required to conform to

       the UCRS established under 49 U.S.C. 13908 as required by an act of the

       Congress of the United States or by a regulation of the United States

       Department of Transportation” or (2) January 1, 2008. P.L. 42-2007, § 21.


[27]   In several instances, including above, the 2007 Legislation cited to 49 U.S.C.

       13908 rather than or in addition to 49 U.C.S. § 14504a. See P.L. 42-2007, § 6

       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020       Page 16 of 23
       (amending I.C. § 8-2.1-20-7); § 7 (adding subsection (b) to I.C. § 8-2.1-20-9).

       We are mindful that the UCRS established both a federal registration system

       and a base-state registration system and that the latter is expressly addressed in

       § 14504a, including the creation of the UCR Board, the UCR Plan, and the

       UCR Agreement. But the references to § 13908, though imprecise, are

       understandable given the fact that the first subsection of this federal statute is

       titled “Establishment of Unified Carrier Registration System” and indicates that

       the UCRS’s purpose is to replace, among other things, the SSRS. 49 U.S.C.

       §13908 (a). Additionally, this statute indicates that the UCRS shall “serve as a

       clearinghouse and depository of information…including information with

       respect to a carrier’s … compliance with the provisions of section 14504a” and

       references the “costs of administration of the unified carrier registration

       agreement.” 49 U.S.C. §13908 (b).


[28]   Further reflective of the intent to continue Indiana’s participation as a base state

       is the fact that the 2007 Legislation left in place I.C. § 8-2.1-20-5(a)(1), which

       requires carriers to register their Federal Permits annually with INDOR, and

       I.C. § 8-2.1-20-8, which indicates that “[f]ees collected under this chapter shall

       be deposited in the motor carrier regulation fund[.]” These provisions would be

       meaningless if Indiana were not a participant in the UCRS. Additionally, the

       fiscal impact statement filed with regard to the 2007 Legislation indicated that

       the bill “makes various changes to conform with the [UCRS]” and that said

       changes “could mean additional revenue accruing to the state, the amount of




       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020        Page 17 of 23
       which is not determinable at this time because the rates and fees have yet to be

       established for the program”. Appellants’ Appendix Vol. 3 at 165.


[29]   In sum, we conclude that the Indiana General Assembly implemented the

       UCRS, including the UCR Plan and Agreement, through the 2007 Legislation.

       INDOR, therefore, had legal authority to enter into the UCR Plan on Indiana’s

       behalf with a broad enabling statute governing INDOR’s administration of

       such:


                (a) The department may, subject to the approval of the governor,
                enter into an agreement or understanding with the United States
                Department of Transportation, any other appropriate agency of
                federal government, or any other department or agency of
                another state, for the purpose of more effective regulation of
                motor carriers.


                (b) In the furtherance of uniformity in the regulation of motor
                carriers, the department may by order or rule adopt orders,
                standards, or rules and regulations of the United States
                Department of Transportation, any other appropriate agency of
                the federal government, or another state or states as they affect
                motor carriers, whether or not specifically referred to under this
                chapter.


       I.C. § 8-2.1-22-7. 2




       2
         Plaintiffs suggest that I.C. § 8-2.1-22-7 does not apply to interstate carriers. On the contrary, I.C. § 8-2.1-22-
       32 provides that the chapter applies to both “interstate and intrastate” carriers, “except to the extent this
       chapter contravenes the Constitution or the laws of the United States.” Participation in the UCRS as a base
       state through the UCR Plan and Agreement is certainly not in contravention of federal law.

       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020                                   Page 18 of 23
[30]   In a web of arguments that involve picking apart I.C. § 8-2.1-22-7, Plaintiffs

       attempt to establish that INDOR acted without state authority by entering into

       the UCR Plan and the MOUs with the UCR Board. These include claims,

       under subsection (a) of the statute, that: the Governor did not expressly approve

       of INDOR entering into the UCR Plan and the MOUs; the UCR Agreement is

       “not an agreement with USDOT, any federal agency or a department or agency

       of another state”; “the UCR Board is not a federal agency of any kind”; and

       “neither the act of entering into the UCR Agreement nor the IN-MOUs was

       ‘for the purpose of more effective regulation of motor carriers[.]’” Appellants’

       Brief at 33, 34, 35 (quoting I.C. § 8-2.1-22-7(a)). With respect to subsection (b) of

       the statute, Plaintiffs assert that: the UCR Plan does not involve or further

       uniformity in the regulation of motor carriers; INDOR did not act by order or

       rule under the Indiana Administrative Procedures Act; and the UCR

       Agreement is not an order, standard, or rule/regulation of the federal

       government or another state or states because it is simply “an interstate

       compact, overseen by the UCR Board, a non-governmental organization.” Id.

       at 37. Finally, specifically addressing the MOUs, Plaintiffs allege that INDOR

       failed to lawfully execute the agreements “by having all appropriate signatures

       from each of the requisite agencies on the signature page of the contract itself.”

       Id. at 41 (citing Ind. Code § 4-13-2-14.1).


[31]   Although we find many of Plaintiffs arguments empty, we need not delve into

       the task of untangling and addressing each of them. This is because even if

       INDOR technically acted outside its statutory authority in executing the UCR


       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020       Page 19 of 23
       Plan and the MOUs, the Plaintiffs have no legal basis for recovering the

       amounts paid through the Portal.


[32]   The following facts are undisputed. “[A]ll interstate Carriers are required to

       register for UCR by federal law in exactly the same way, regardless of

       INDOR’s participation in the UCR Plan.” Appellants’ Brief at 37. Carriers’

       annual registration and payment of fees may be accomplished either directly

       through their base state or via “a national or regional electronic system” such as

       the Portal. Appellants’ Appendix Vol. 2 at 109 (section 10(b) of the UCR

       Agreement). Daywalt and Broker chose the convenience of registering

       immediately online through the Portal rather than “extend[ing] the additional

       effort of obtaining the required forms, writing a check, placing both the forms

       and the check into the care of the U.S. Postal Service [for registration] after

       their package is received and processed by the state.” Appellants’ Brief at 60-61.

       For this convenience, they paid user and instant access fees, as set out in the

       MOUs. The instant access fees were never in the hands of INDOR, but rather

       were kept by the third-party electronic payment processor for its services in

       facilitating the online transaction. The user fees, collected between 2008 and

       2016, were approved by the UCR Board and retained by INDOR to cover

       overhead and operational costs of the Portal. The UCR fees were collected and

       distributed by INDOR pursuant to the UCR Agreement.


[33]   Thus, INDOR acted as a collecting agent in its operation of the Portal for the

       convenient registration and payment of UCR fees by carriers across the

       country. With nominal convenience fees, INDOR collected the UCR-fee

       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020      Page 20 of 23
       obligations of carriers like Daywalt and Broker, who voluntarily chose to use

       the Portal. INDOR then distributed the UCR fees to the carriers’ base states (or

       as otherwise provided in the UCR Agreement), resulting in the discharge of the

       carriers’ annual registration and payment obligations.


[34]   After years of voluntarily utilizing the Portal, Plaintiffs now raise equitable

       claims to score an inequitable result. This court will not oblige.


               Unjust enrichment is an equitable doctrine wherein a person who
               has been “unjustly enriched at the expense of another is required
               to make restitution to the other.” Restatement of Restitution § 1
               (1937), cited in Bayh v. Sonnenburg, 573 N.E.2d 398, 408 (Ind.
               1991). “Unjust enrichment is also referred to as quantum meruit,
               contract implied-in-law, constructive contract, or quasi-contract.”
               Coppolillo v. Cort, 947 N.E.2d 994, 997 (Ind. App. 2011). It
               allows for recovery “where the circumstances are such that under
               the law of natural and immutable justice there should be a
               recovery.” Id., quoting Zoeller v. E. Chicago Second Century, Inc.,
               904 N.E.2d 213, 220 (Ind. 2009). To prevail on an unjust
               enrichment claim under Indiana law, “a plaintiff must establish
               that a measurable benefit has been conferred on the defendant
               under such circumstances that the defendant’s retention of the
               benefit without payment would be unjust.” Bayh, 573 N.E.2d at
               408; accord, Creative Demos, Inc. v. Wal–Mart Stores, Inc., 142 F.3d
               367, 372 (7th Cir.1998), quoting Wright v. Pennamped, 657 N.E.2d
               1223, 1229-30 (Ind. App. 1995).


       Lady Di’s, Inc. v. Enhanced Servs. Billing, Inc., 654 F.3d 728, 735-36 (7th Cir.

       2011) (granting summary judgment in favor of defendant on unjust enrichment

       claim where, despite a possible technical violation of a state regulation by




       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020        Page 21 of 23
       defendant, plaintiff “actually ordered, received the benefit of, and paid for the

       services in question”).


[35]   Plaintiffs suggest that the registration here was “compelled by law” and not a

       “choice[] made by free market actors.” Appellants’ Brief at 51. On the contrary,

       Plaintiffs were not obligated to use the Portal. They chose to do so out of

       convenience. Regardless of whether they utilized the Portal, Plaintiffs were

       required to register and pay their UCR fees. By using the Portal, Plaintiffs’

       annual UCR obligations were satisfied with their base state. Common sense

       dictates that the only inequitable or unjust result here would be requiring

       INDOR to return the fees it collected through the Portal - fees that were either

       set by the Secretary or approved by the UCR Board and that were voluntarily

       paid by carriers to satisfy their undeniable obligations and funds that INDOR

       has properly distributed under the UCR Agreement and the MOUs. Plaintiffs’

       claims of unjust enrichment, as well as the related equitable claim of money had

       and received, 3 fails as a matter of law. 4 Thus, the trial court did not err in

       granting summary judgment to INDOR. 5




       3
         An action for money had and received exists where the defendant received money from the plaintiff “under
       such circumstances that in equity and good conscience he ought not to retain the same, and which money …
       belongs to the plaintiff, and where money has been received by mistake of facts, or without consideration, or
       upon a consideration that has failed, it may be recovered back.” Chosnek v. Rolley, 688 N.E.2d 202, 211 (Ind.
       Ct. App. 1997).
       4
         Coalition’s claims for declaratory and injunctive relief, as they essentially conceded at the summary
       judgment hearing, are moot because INDOR ceased operating the Portal in September 2018.
       5
           We need not reach the other dispositive issues presented on appeal.


       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020                               Page 22 of 23
[36]   Judgment affirmed.


       Brown, J. and Tavitas, J., concur.




       Court of Appeals of Indiana | Opinion 19A-PL-370 | January 31, 2020   Page 23 of 23
