                         Docket No. 105096.


                        IN THE
                   SUPREME COURT
                          OF
                 THE STATE OF ILLINOIS



KATHERINE R. NAPLETON, as Trustee Under the Katherine R.
Napleton Revocable Self-Declaration of Trust Dated October 1, 1992,
   Appellant, v. THE VILLAGE OF HINSDALE, Appellee.

                     Opinion filed June 5, 2008.



   JUSTICE FREEMAN delivered the judgment of the court, with
opinion.
   Chief Justice Thomas and Justices Kilbride, Garman, Karmeier,
and Burke concurred in the judgment and opinion.
   Justice Fitzgerald took no part in the decision.



                              OPINION

    Plaintiff, Katherine Napleton, filed a complaint against defendant,
the Village of Hinsdale (Hinsdale), requesting that the circuit court of
Du Page County declare certain textual amendments made by
Hinsdale to its zoning code facially unconstitutional as violative of
substantive due process and to enjoin their enforcement. The circuit
court dismissed plaintiff’s complaint pursuant to section 2–615 of the
Code of Civil Procedure (735 ILCS 5/2–615 (West 2004)), and the
appellate court affirmed (374 Ill. App. 3d 1098). For the reasons that
follow, we affirm the judgment of the appellate court.
                             BACKGROUND
     Plaintiff originally filed a “Verified Complaint for Injunctive and
Other Relief,” wherein she raised both a facial and an as-applied
substantive due process challenge to certain amendments made by
Hinsdale to its zoning code pursuant to its January 2005 adoption of
Ordinance 2005–02. Hinsdale filed a motion to dismiss plaintiff’s
complaint, pursuant to section 2–615 of the Code of Civil Procedure
(735 ILCS 5/2–615 (West 2004)), alleging that plaintiff’s complaint
failed to state a cause of action. In response, plaintiff moved for leave
to file an amended complaint, wherein she proposed to withdraw her
as-applied challenge–agreeing with Hinsdale that it was
premature–and proceed solely on her facial challenge to the zoning
amendments. Hinsdale did not oppose this motion, which was
subsequently granted by the circuit court.
     Thereafter, plaintiff filed her “First Amended Verified Complaint
for Injunctive and Other Relief,” which is at issue in this appeal. In
her amended pleading, plaintiff exclusively raises a facial substantive
due process challenge to the amendments made to Hinsdale’s zoning
code as a result of the adoption of Ordinance 2005–02. We
summarize the pertinent allegations in plaintiff’s complaint as
follows.
     Plaintiff owns several contiguous parcels of property on Ogden
Avenue in Hinsdale (the subject property). The subject property is
improved with a structure that is currently leased to General Motors
as a training facility, and which has had the same use for
approximately 50 years. Hinsdale’s zoning code provides for three
business zoning districts–B-1, B-2 and B-3–and the subject property
is located within a B-3 zoning district, commonly known as the
“Ogden/York Corridor.”
     Section 5–101 of Hinsdale’s zoning code describes each type of
business district and the permitted uses of property contained in each
district. In a “B-1 Community Business District,” the zoning
classification is “intended to serve the everyday shopping needs of
village residents as well as to provide opportunities for speciality
shops attractive to [the] wider suburban residential community
around the village.” Hinsdale Zoning Code §5–101 (2007). The “B-2
Central Business District” is “intended to serve the entire Hinsdale
suburban community with a wide variety of retail and service uses. It

                                  -2-
is intended to serve as the primary shopping area of the village.”
Hinsdale Zoning Code §5–101 (2007).1 Finally, the “B-3 General
Business District” zoning classification “is intended to serve the
Hinsdale suburban community with a full range of locally oriented
business uses commonly located along established traffic routes.”
Hinsdale Zoning Code §5–101 (2007).
    Prior to the enactment of the amendments to the zoning code
resulting from passage of Ordinance 2005–02, depository and
nondepository credit institutions were permitted uses for properties
located within the B-1 and B-3 zoning districts.2 In March 2004, the
Hinsdale board of trustees enacted a temporary moratorium
preventing the use of ground-floor space in properties zoned B-1 and
B-3 as beauty salons and financial institutions. Plaintiff alleged that
the board instituted the moratorium even though the Hinsdale
planning commission had unanimously opposed it.
    While the temporary moratorium was in effect, Hinsdale
commissioned Gruen Gruen + Associates (Gruen) to conduct a study
to assess the impact of beauty salons and financial institutions on
taxable retail sales in the B-1 and B-3 zoning districts. Plaintiff
alleged that Gruen’s study concluded that beauty salons and barber
shops did not have a negative impact on Hinsdale’s business districts.
In addition, although additional credit institutions would likely
impose an opportunity cost in the core downtown area (which was
zoned primarily B-1 and B-2), no similar finding was made with
respect to the Ogden/York corridor, where the subject property is
located. Plaintiff alleged that, based upon its study, Gruen
recommended that no additional credit institutions be allowed to
locate on the ground floors of properties in the “B-2 Central Business
District,” but did not make a similar recommendation for properties
located in the B-1 and B-3 zoning districts.
    On January 18, 2005, Hinsdale amended its zoning code by
enacting Ordinance 2005–02, making permanent the March 2004

  1
   Properties primarily zoned B-1 and B-2 are located in the “downtown
commercial core” area of Hinsdale.
      2
    However, no depository and nondepository credit institutions were
permitted on the ground floor of properties under the B-2 classification.

                                  -3-
temporary moratorium regarding depository and nondepository credit
institutions. Specifically, Hinsdale’s zoning code was amended to
remove depository and nondepository credit institutions as permitted
uses in the B-1 and B-3 zoning districts, and, instead, made them
special uses for these districts. Hinsdale Zoning Code §§5–102D,
5–105B (amended January 18, 2005). The zoning code was further
amended to bar any new depository or nondepository credit
institutions from being located on the first floor of any building in the
B-1 or B-3 zoning district. Hinsdale Zoning Code §5–109G (amended
January 18, 2005). Finally, depository and nondepository credit
institutions were limited to two drive-through lanes. Hinsdale Zoning
Code §5–109H (amended January 18, 2005).
    Plaintiff alleged that the amendments to the zoning code
accomplished through enacting Ordinance 2005–02 effectively
prevented all properties located in the B-1 and B-3 zoning districts
from having financial institutions located on their ground floors.
Plaintiff further alleged that this prohibition would prevent her from
ever selling or leasing the subject property to a depository or
nondepository financial institution. In addition, plaintiff alleged that
the amendments caused seven structures containing financial
institutions in the B-1 and B-3 zoning districts to become
nonconforming and that Hinsdale did not pass the amendments
pursuant to a comprehensive plan.
    Plaintiff’s amended complaint also alleged that the changes to
Hinsdale’s zoning code caused her immediate and irreparable
economic harm by “diminishing the value” of the subject property
“by at least hundreds of thousands of dollars” as a result of limiting
the future permissible use of that property. Plaintiff further alleged
that the amendments were “passed to satisfy the individual desires of
a few individuals” and would “not actually benefit the public in any
real or tangible sense,” as the gain to the public is “non-existent.”
Plaintiff additionally alleged that there “was no community need for
the amendments,” and that Hinsdale “took no, or insufficient, care in
planning for the amendments.” Plaintiff concluded by alleging that
the amendments were “arbitrary, irrational and capricious” and “not
substantially related to the public welfare,” thereby violating her




                                  -4-
substantive due process rights guaranteed under article I, section 2, of
the Illinois Constitution (Ill. Const. 1970, art. I, §2).3
     Hinsdale once again moved to dismiss plaintiff’s first amended
complaint pursuant to section 2–615 of the Code of Civil Procedure
(735 ILCS 5/2–615 (West 2004)) on the basis that it failed to state a
cause of action. Hinsdale argued that because plaintiff raised an
exclusively facial challenge in her amended complaint, Hinsdale’s
amendments to its zoning code should be reviewed under a rational
basis standard. Hinsdale further asserted that plaintiff’s amended
complaint consisted of unsupported conclusory allegations that did
not state a valid facial challenge to the amendments. In response,
plaintiff took the position that Hinsdale incorrectly contended that
rational basis scrutiny was applicable to her facial challenge and,
citing to Hanna v. City of Chicago, 331 Ill. App. 3d 295 (2002),
maintained that “heightened scrutiny” of Hinsdale’s zoning
amendments under the “substantial relationship” test was appropriate.
Plaintiff concluded that, under this test, she had properly pled a facial
challenge to withstand Hinsdale’s motion to dismiss. The circuit court
disagreed with plaintiff and granted Hinsdale’s dismissal motion
without prejudice, allowing plaintiff the opportunity to file a second
amended complaint. Plaintiff, however, chose to file a “Motion for
Entry of Order of Dismissal,” wherein she declined the opportunity
to amend her complaint, specifically disagreed with the circuit court’s
application of rational basis scrutiny to her action, and requested the
court to enter a final order of dismissal allowing her to appeal the
ruling. An agreed order of dismissal was subsequently entered by the
circuit court which dismissed plaintiff’s case with prejudice and made
its ruling final and appealable.
     The appellate court affirmed the judgment of the circuit court. 374
Ill. App. 3d 1098. The appellate court held that the rational basis test
governs facial constitutional challenges to zoning ordinances and that
the circuit court properly applied this test in dismissing plaintiff’s

    3
     Plaintiff referenced three “exhibits” in her amended complaint and
attached them to her pleading: a copy of the 2005 Hinsdale zoning code
map; a copy of the text of the relevant Hinsdale zoning code sections prior
to amendments by Ordinance 2005–02; and a copy of Ordinance 2005–02,
which effectuated the challenged amendments.

                                   -5-
amended complaint for failure to state a cause of action. We granted
plaintiff’s petition for leave to appeal. 210 Ill. 2d R. 315(a). We
subsequently granted the City of Chicago and the Illinois Municipal
League leave to file an amicus curiae brief in favor of Hinsdale.

                              ANALYSIS
    The instant appeal requires us to determine whether the appellate
court erred in affirming the trial court’s dismissal of plaintiff’s
amended complaint pursuant to section 2–615 of the Code of Civil
Procedure (735 ILCS 5/2–615 (West 2004)). A motion to dismiss
brought under section 2–615 tests the legal sufficiency of a complaint.
On review, the inquiry is whether the allegations of the complaint,
when construed in the light most favorable to the plaintiff, and taking
all well-pleaded facts and all reasonable inferences that may be drawn
from those facts as true, are sufficient to establish a cause of action
upon which relief may be granted. Vitro v. Mihelcic, 209 Ill. 2d 76,
81 (2004); King v. First Capital Financial Services Corp., 215 Ill. 2d
1, 11-12 (2005). Because Illinois is a fact-pleading jurisdiction, a
plaintiff must allege facts, not mere conclusions, to establish his or
her claim as a viable cause of action. Vernon v. Schuster, 179 Ill. 2d
338, 344 (1997). A claim should not be dismissed pursuant to section
2–615 unless no set of facts can be proved which would entitle the
plaintiff to recover. Iseberg v. Gross, 227 Ill. 2d 78, 86 (2007). We
review, de novo, the circuit court’s dismissal of plaintiff’s action.
Vitro, 209 Ill. 2d at 81.
    At the outset, we note that plaintiff’s action against Hinsdale is
framed solely as a facial challenge to the constitutional validity of the
amendments made by Hinsdale to its zoning code as a result of its
enactment of Ordinance 2005–02 and does not challenge the validity
of the amendments as applied specifically to the subject property. A
facial challenge to the constitutionality of a legislative enactment is
the most difficult challenge to mount successfully (In re C.E., 161 Ill.
2d 200, 210-11 (1994), quoting United States v. Salerno, 481 U.S.
739, 745, 95 L. Ed. 2d 697, 707, 107 S. Ct. 2095, 2100 (1987)),
because an enactment is facially invalid only if no set of
circumstances exist under which it would be valid. In re Parentage
of John M., 212 Ill. 2d 253, 269 (2004). The fact that the enactment
could be found unconstitutional under some set of circumstances does

                                  -6-
not establish its facial invalidity. See Village of Hoffman Estates v.
The Flipside, Hoffman Estates, Inc., 455 U.S. 489, 504, 71 L. Ed. 2d
362, 375, 102 S. Ct. 1186, 1196 (1982) (“ ‘Although it is possible that
specific future applications ... may engender concrete problems of
constitutional dimension, it will be time enough to consider any such
problems when they arise’ ”), quoting Joseph E. Seagram & Sons,
Inc. v. Hostetter, 384 U.S. 35, 52, 16 L. Ed. 2d 336, 348, 86 S. Ct.
1254, 1265 (1966); In re Parentage of John M., 212 Ill. 2d at 269. In
contrast, in an “as-applied” challenge a plaintiff protests against how
an enactment was applied in the particular context in which the
plaintiff acted or proposed to act, and the facts surrounding the
plaintiff’s particular circumstances become relevant. See Lamar
Whiteco Outdoor Corp. v. City of West Chicago, 355 Ill. App. 3d 352,
365 (2005). If a plaintiff prevails in an as-applied claim, he may
enjoin the objectionable enforcement of the enactment only against
himself, while a successful facial attack voids the enactment in its
entirety and in all applications. Lamar, 355 Ill. App. 3d at 365.
    In construing the validity of a municipal ordinance, the same rules
are applied as those which govern the construction of statutes. City of
Chicago v. Morales, 177 Ill. 2d 440, 447-48 (1997). Statutes are
presumed constitutional, and the burden of rebutting that presumption
is on the party challenging the validity of the statute to clearly
demonstrate a constitutional violation. O’Brien v. White, 219 Ill. 2d
86, 98 (2006). This court has a duty to uphold the constitutionality of
a statute when reasonably possible (Morales, 177 Ill. 2d at 448), and,
therefore, if a statute’s construction is doubtful, a court will resolve
the doubt in favor of the statute’s validity. People ex rel. Sherman v.
Cryns, 203 Ill. 2d 264, 291 (2003).
    In order to properly analyze a claim that an ordinance violates the
constitutional guarantee of due process, a court must first determine
the nature of the right alleged to be infringed by the government’s
action. In re R.C., 195 Ill. 2d 291, 302 (2001). Classification of the
right affected is critical because the nature of the right dictates the
level of scrutiny a court must employ in determining whether the
statute in question comports with the constitution. In re D.W., 214 Ill.
2d 289, 310 (2005). Courts examining the constitutional validity of
a statute will ordinarily apply the rational basis test. Tully v. Edgar,
171 Ill. 2d 297, 304 (1996). Under this test, a statute will be upheld

                                  -7-
if it bears a rational relationship to a legitimate legislative purpose
and is neither arbitrary nor unreasonable. Village of Lake Villa v.
Stokovich, 211 Ill. 2d 106, 122 (2004); Tully, 171 Ill. 2d at 304. In
contrast, where a classification has been made based upon race or
national origin (McLean v. Department of Revenue, 184 Ill. 2d 341,
354 (1998)), or the constitutional right at issue is one considered to
be “fundamental” (Stokovich, 211 Ill. 2d at 122), the presumption of
constitutionality is weaker, and courts must subject the statute to the
more rigorous requirements of strict scrutiny analysis. Stokovich, 211
Ill. 2d at 122. In order to survive strict scrutiny, the measures
employed by the government body must be necessary to serve a
compelling state interest, and must be narrowly tailored thereto, i.e.,
the government must use the least restrictive means consistent with
the attainment of its goal. In re R.C., 195 Ill. 2d at 303. This court has
held that fundamental rights include the expression of ideas (i.e.
freedom of speech), participation in the political process, travel
among the states and privacy with regard to the most intimate and
personal aspects of one’s life. Committee for Educational Rights v.
Edgar, 174 Ill. 2d 1, 35 (1996); People ex rel. Tucker v. Kotsos, 68
Ill. 2d 88, 97 (1977).
     A third tier of constitutional scrutiny lies between deferential
rational basis review and strict scrutiny, and is known as intermediate
scrutiny. This standard of scrutiny is of relatively recent vintage,
being first adopted by the United States Supreme Court to review
gender classifications in the 1976 decision in Craig v. Boren, 429
U.S. 190, 50 L. Ed. 2d 397, 97 S. Ct. 451 (1976). Thereafter, the
Court extended application of intermediate scrutiny to legislative
classifications based upon illegitimacy (see Clark v. Jeter, 486 U.S.
456, 461, 100 L. Ed. 2d 465, 472, 108 S. Ct. 1910, 1914 (1988)), and
to those which cause certain content-neutral, incidental burdens to
speech (Turner Broadcasting System, Inc. v. Federal
Communications Comm’n, 512 U.S. 622, 642, 129 L. Ed. 2d 497,
517, 114 S. Ct. 2445, 2459 (1994)). To withstand intermediate
scrutiny, the legislative enactment must be substantially related to an
important governmental interest. Craig, 429 U.S. at 197, 50 L. Ed. 2d
at 407, 97 S. Ct. at 457; Clark, 486 U.S. at 461, 100 L. Ed. 2d at 472,
108 S. Ct. at 1914.



                                   -8-
    Because Hinsdale’s enactment of Ordinance 2005–02 limits the
manner in which plaintiff may use her private property, plaintiff
contends both her liberty and property interests are adversely affected.
As a result, plaintiff suggests that we must review her complaint
under scrutiny heightened above a rational basis analysis. We
disagree. Although we have held that the privilege to use one’s
property in his own way and for his own purposes is both a liberty
and a property right (Hannifin Corp. v. Berwyn, 1 Ill. 2d 28, 35
(1953); Village of La Grange v. Leitch, 377 Ill. 99, 102 (1941)), the
rights plaintiff alleges to be infringed by the enactment of the zoning
code amendments do not fall within the category of fundamental
rights set forth above, nor do they involve a suspect classification.
Therefore, strict scrutiny does not apply. In addition, the rights
plaintiff alleges to be infringed do not fall within any of the
classifications to which intermediate scrutiny applies. Therefore,
plaintiff’s challenge to the constitutionality of the amendments to
Hinsdale’s zoning code is left to the rational basis standard of review.
    Plaintiff, however, contends that the application of heightened
scrutiny to all actions in which zoning regulations are
challenged–regardless of the rights alleged to be infringed or whether
the challenge is facial or as-applied–is mandated by Illinois case law,
which has consistently used the term “substantial relationship” or
“real and substantial” to describe the applicable level of judicial
scrutiny. Although plaintiff admits that “a review of Illinois zoning
jurisprudence reveals inconsistencies in the use and application of the
words used to describe the level of scrutiny and proper constitutional
test to be invoked,” plaintiff nevertheless also asserts that the
appellate court’s decision below erred in “reject[ing] the long-
standing deliberately heightened scrutiny that has governed zoning
challenges in Illinois since 1927.” Plaintiff’s argument that
“heightened” scrutiny–and not a rational basis analysis–applies to her
case relies principally upon Hanna v. City of Chicago, 331 Ill. App.
3d 295 (2002), wherein the court rejected the application of rational
basis analysis to a facial zoning challenge, instead applying the
“substantial relationship” test to partially reverse the dismissal of the
plaintiff’s complaint. Plaintiff therefore maintains that both the circuit
court and the appellate court erred in dismissing her action pursuant
to section 2–615 because they incorrectly applied rational basis

                                   -9-
scrutiny in determining that her facial substantive due process
challenge to Hinsdale’s zoning code amendments did not state a valid
cause of action. In contrast, Hinsdale contends that the lower courts
properly employed the rational basis test in resolving plaintiff’s facial
challenge to the zoning amendments. We reject plaintiff’s argument
and agree with Hinsdale.
    Our analysis necessarily begins by examining the underpinnings
and initial development of the “substantial relation” language in
zoning cases and placing it in its historical context. As stated, this
court has long held that “[t]he privilege of every citizen to use his
property according to his own will is both a liberty and a property
right.” Western Theological Seminary v. City of Evanston, 325 Ill.
511, 521 (1927). This court has also long acknowledged, however,
that this right is subject to “the restraint necessary to secure the
common welfare” through the government’s valid exercise of its
police power. E.g., Hannifin, 1 Ill. 2d at 35. It is deeply rooted in our
jurisprudence that the government inherently possesses and may
lawfully exercise “such power of restraint upon private rights as may
be found to be necessary and appropriate to promote the health,
comfort, safety and welfare of society” and may enact prohibitions to
promote the general welfare “even though the prohibition invade the
right of liberty or property of an individual.” Booth v. People, 186 Ill.
43, 48-49 (1900). Booth explained that for such an enactment to be
valid, it must be an “appropriate measure for the promotion of the
comfort, safety and welfare of society[,] *** [and] [c]ourts are
authorized to interfere and declare a statute unconstitutional, or not
the ‘law of the land,’ if it conflicts with the constitutional rights of the
individual and does not relate to or is not an appropriate measure for
the promotion of the comfort, safety and welfare of society.” Booth,
186 Ill. at 48-49.
    Several years after Booth, the United States Supreme Court
delivered its opinion in the seminal zoning case, Village of Euclid v.
Ambler Realty Co., 272 U.S. 365, 71 L. Ed. 303, 47 S. Ct. 114
(1926). In Euclid, the Court gave its official imprimatur to the
authority of local governments to regulate the use of land through
enactment of zoning ordinances. At the time Euclid was decided,
zoning laws were considered to be of relatively “modern origin,”
arising around the turn of the century in conjunction with the

                                   -10-
increased modernization of society and the realization that although
“the meaning of constitutional guaranties never varies, the scope of
their application must expand or contract to meet the new and
different conditions which are constantly coming within the field of
their operation.” Euclid, 272 U.S. at 387, 71 L. Ed. at 310, 47 S. Ct.
at 118. The Court held that local governments derive from their
police powers the authority to enact zoning ordinances which impose
land use controls on private property, and that such regulations are
valid to the extent they promote the public welfare. Euclid, 272 U.S.
at 387, 71 L. Ed. at 310, 47 S. Ct. at 118. The Court acknowledged
that “[t]he line which in this field separates the legitimate from the
illegitimate assumption of power is not capable of precise
delimitation,” and it underscored that because zoning is a legislative
function, such enactments are entitled to great deference to the extent
that “[i]f the validity of the legislative classification for zoning
purposes be fairly debatable, the legislative judgment must be
allowed to control.” Euclid, 272 U.S. at 387-88, 71 L. Ed. at 310-11,
47 S. Ct. at 118.
     In Euclid, the plaintiff landowner raised a due process challenge
against the municipality’s enactment of a comprehensive zoning
ordinance intended to preserve the area’s residential character. In
upholding the zoning measures as a valid exercise of the
municipality’s police power, the Court seriatim addressed the various
arguments raised by the plaintiff, first finding that the ordinance was
valid to the extent it did not “ ‘pass[ ] the bounds of reason and
assume[ ] the character of a merely arbitrary fiat.’ ” Euclid, 272 U.S.
at 389, 71 L. Ed. at 311, 47 S. Ct. at 119, quoting Purity Extract &
Tonic Co. v. Lynch, 226 U.S. 192, 204, 57 L. Ed. 184, 188-89, 33 S.
Ct. 44, 47 (1912). The Court then cited with approval a series of state
court decisions that had applied a “rational relation” test to determine
if the challenged ordinance promoted the health and safety of the
community, and quoted extensively from this court’s decision in City
of Aurora v. Burns, 319 Ill. 84, 93-95 (1925), which had applied that
same reasonableness standard to uphold a zoning restriction. Euclid,
272 U.S. at 392, 71 L. Ed. at 312, 47 S. Ct. at 119 (quoting from
Burns that zoning classifications, “ ‘when exercised reasonably, may
bear a rational relation to the health, morals, safety and general
welfare of the community’ ”). Applying the rationale from these

                                 -11-
collected cases, the Court concluded that the challenged zoning
regulation comported with the Constitution, as its provisions were not
“clearly arbitrary and unreasonable, having no substantial relation to
the public health, safety, morals, or general welfare.” Euclid, 272 U.S.
at 395, 71 L. Ed. at 314, 47 S. Ct. at 121.
    When placed in the context of the Court’s entire analysis in the
Euclid opinion, the inclusion of the “substantial relation” language in
the opinion’s summarization passage does not signal that the Court
intended to impose a heightened level of scrutiny in cases where the
validity of a zoning ordinance is challenged. To the contrary, the
Euclid opinion is replete with references prior to that passage of the
deference accorded to legislative enactments–i.e., holding that a
zoning regulation will be upheld if its validity is “fairly
debatable”–and repeatedly frames the relevant inquiry as whether
such enactments are “reasonable” and not “arbitrary.” In addition, the
Euclid opinion had already explained that the ordinance did not go
beyond “the bounds of reason and assume[ ] the character of a merely
arbitrary fiat,” and also approved of a number of cases that subjected
zoning regulations to rational basis review, including this court’s
decision in Burns, which required a zoning ordinance to bear a
reasonable relationship to the legitimate purposes for which it was
enacted. Finally, the Court concluded that the challenged zoning
regulation comported with the Constitution, as its provisions were not
“clearly arbitrary and unreasonable,” which is the rational basis
standard of review. Although in the second clause of that same
sentence the Court followed this holding by stating that the
challenged ordinance was also valid because its provisions were not
such that they had “no substantial relation to the public health, safety,
morals, or general welfare,” we conclude that a close examination of
the content and context of the Euclid opinion strongly suggests that
the inclusion of the “substantial relation” language was simply
another way of stating the rational basis test in the specific context of
a zoning challenge, focusing on whether the regulation promoted the
public health, safety, morals, or general welfare, and, therefore, was
a valid exercise of police power. See Greater Chicago Combine &
Center, Inc. v. City of Chicago, 431 F.3d 1065, 1071 (7th Cir. 2005)
(“Keying off the words ‘clearly arbitrary and unreasonable’ as well as
the other rational basis language in Euclid, our precedent has

                                  -12-
routinely applied Euclid as a rational basis rule for substantive due
process and equal protection challenges to municipal ordinances”).
    Although plaintiff correctly observes that the “substantial
relation” language set forth in Euclid was adopted by Illinois courts
addressing zoning challenges and is found in numerous opinions, we
find it significant that such language is invariably mixed together with
language clearly indicating that rational basis review has been
conducted. See, e.g., Minkus v. Pond, 326 Ill. 467, 480 (1927) (“We
are unable to say that the ordinance as it affects the property involved
herein discloses an unreasonable or arbitrary conclusion and exercise
of power on the part of the zoning authorities and that it has no
substantial relation to the public health, safety, morals or general
welfare”); Hannifin, 1 Ill. 2d at 35 (the right to use one’s property “is
subject to a valid exercise of the police power, which exercise is valid
only when it bears a reasonable relation to the public health, comfort,
morals, safety and general welfare. This court has no right to question
legislative policy *** and it must be affirmatively and clearly shown
that [the zoning regulations] are unreasonable *** as they will not be
held unreasonable where there is room for a fair difference of opinion
on the question. *** To sustain the validity of such zoning
enactments, there must be a real and substantial relation to the public
health, safety, morals or general welfare”); La Salle National Bank of
Chicago v. County of Cook, 12 Ill. 2d 40, 46 (1957) (an ordinance
will not be disturbed “unless the legislative action of the municipality
is shown to be arbitrary, capricious or unrelated to the public health,
safety and morals[;] *** however, if the restrictions imposed bear no
real and substantial relation to the public health, safety, morals,
comfort and general welfare, the ordinance is void”). Despite the fact
that the “substantial relation” language has been contained within
traditional rational basis analysis in these zoning cases, it appears that
the use of the “substantial relation” language originally posed no
confusion as to the appropriate level of scrutiny of zoning regulations.
As time has passed, however, the phrase “substantial relation” has
emerged as a term of art which now signifies the application of
heightened, intermediate scrutiny. See Craig, 429 U.S. at 197, 50 L.
Ed. 2d at 407, 97 S. Ct. at 457 (intermediate scrutiny examines
whether the challenged classification serves an important government
interest and is “substantially related” to the achievement of that goal).

                                  -13-
As the appellate court below observed, “ ‘substantial relation’ has
unreflectingly persisted in Illinois law, in spite of its evolution into a
term of art that should have prompted a reevaluation of the meaning
of the phrase in relation to the level of scrutiny to employ in
determining the constitutional validity of a challenged zoning
ordinance.” 374 Ill. App. 3d at 1108.
     We agree with the appellate court that because Euclid and the
Illinois decisions that long ago adopted the “substantial relation”
language predated the emergence of the term of art which now
renders “substantial relation” synonymous with intermediate scrutiny,
“it would be erroneous to consider those cases to advocate
intermediate scrutiny for zoning ordinances as that concept has since
developed.” 374 Ill. App. 3d at 1108. We clarify that the “substantial
relation” language used in cases addressing the validity of zoning
regulations has been simply an alternate statement of the rational
basis test which was tailored to address the specific interests
advanced by the enactment of zoning ordinances, namely, the
promotion of the public health, safety, morals, or general welfare. Our
review of the pertinent case law reveals that the intent of the
“substantial relation” inquiry is to ensure that the challenged zoning
ordinance is rational and is not arbitrary or capricious. Accordingly,
we hold that the “substantial relation” language is in accord with the
traditional rational basis scrutiny to which the local exercise of police
power has generally been subjected.
     Plaintiff, however, further contends that her argument that
scrutiny more exacting than rational basis review applies to zoning
challenges is additionally supported by this court’s decision in
La Salle National Bank of Chicago v. County of Cook, 12 Ill. 2d 40
(1957). Plaintiff asserts that the multifactor analysis set forth in
La Salle necessarily embodies a heightened scrutiny review which is
appropriately applied to her facial challenge and, in support, points to
the appellate court’s decision in Hanna, wherein that court applied
the La Salle factors to a facial zoning challenge. We disagree.
     In La Salle, this court reviewed the constitutionality of a zoning
ordinance as applied to a particular parcel of property. After
conducting a full trial, the circuit court granted the plaintiff
declaratory judgment, finding that the challenged ordinance was
“confiscatory, unreasonable and void as to the subject property.”

                                  -14-
La Salle, 12 Ill. 2d at 45. In affirming the judgment of the circuit
court, this court used a rational basis analysis, holding that “it is
primarily the province of the municipal body to determine the use and
purpose to which property may be devoted, and it is neither the
province nor the duty of the courts to interfere with the discretion
with which such bodies are vested unless the legislative action of the
municipality is shown to be arbitrary, capricious or unrelated to the
public health, safety and morals.” La Salle, 12 Ill. 2d at 46. Although
the opinion further noted that the ordinance would be void if its
restrictions failed to have a “substantial relation to the public health,
safety, morals, comfort and general welfare” (La Salle, 12 Ill. 2d at
46), it also underscored that a zoning ordinance is presumptively
valid and that the burden is on the plaintiff to establish by clear and
convincing evidence that the regulation is invalid (La Salle, 12 Ill. 2d
at 46).
    The La Salle court then turned to an examination of the specific
facts in the case before it. Although this court noted that “the validity
of each zoning case must be determined on its own facts and
circumstances,” we surveyed a number of cases that had previously
been decided and drew from those decisions examples of “facts which
may be taken into consideration in determining validity of the
ordinance.” La Salle, 12 Ill. 2d at 46. The six factors set forth in
La Salle are: “(1) [t]he existing uses and zoning of nearby property”;
“(2) the extent to which property values are diminished by the
particular zoning restrictions”; “(3) the extent to which the
destruction of property values of plaintiff promotes the health, safety,
morals or general welfare of the public”; “(4) the relative gain to the
public as compared to the hardship imposed upon the individual
property owner”; “(5) the suitability of the subject property for the
zoned purposes”; and “(6) the length of time the property has been
vacant as zoned considered in the context of land development in the
area in the vicinity of the subject property.” La Salle, 12 Ill. 2d at 46-
47. After setting forth these six factors drawn from the collected
cases, this court then held that “[n]o one factor is controlling,” and
that the ordinance would fail “[w]hen it is shown that no reasonable
basis of public welfare requires the limitation or restriction.” La Salle,
12 Ill. 2d at 47-48.



                                  -15-
     Thus, in identifying and applying a number of factors that may be
“taken into consideration” in reviewing the validity of a zoning
ordinance in an as-applied challenge, the La Salle court offered
examples of the evidence specific to a particular parcel of property
that would be relevant to the inquiry, but did so within the framework
of a traditional rational basis standard of review. As we have held
today in connection with other zoning decisions that employed the
same “substantial relation” language, the mere fact that this phrase is
contained within the opinion does not indicate a heightened level of
scrutiny. In addition, that La Salle set forth examples of factors to be
considered in determining the validity of a zoning ordinance also does
not indicate–as plaintiff suggests–that a heightened level of scrutiny
is to be applied. To the contrary, this court compiled the six factors
from prior case law and listed them in the opinion as a means to aid
in the analysis of the evidence that was presented at the trial on the
plaintiff’s as-applied challenge to the zoning ordinance and used them
as part of the calculus in determining whether the actions of the
municipality were reasonably related to the public health, safety, and
morals. We again note that the challenge to the zoning ordinance at
issue in La Salle was an as-applied challenge, unlike the facial
challenge raised by plaintiff in the instant matter. In arguing that the
La Salle factors should be applied to her case, plaintiff asks that we
ignore the fundamental distinction between a facial constitutional
challenge and an action that challenges a legislative enactment as
applied to the specific facts of a plaintiff’s case. This we cannot do.
     The difference between a facial and an as-applied zoning
challenge is significant: a zoning ordinance that may be valid in its
general aspects may nevertheless be invalid as to a specific parcel of
property because the balance of hardships–the gain to the public in
general against the detriment to the individual
owner–overwhelmingly burdens the individual owner. Northern Trust
Co. v. City of Chicago, 4 Ill. 2d 432, 438 (1954). In light of this
possibility, the La Salle opinion set forth a list of factors that may be
relevant in an as-applied challenge to assist in balancing the gain to
the public against the specific burdens experienced by an individual
property owner. In addition, as a result of the difference in focus of
each type of challenge, the evidence needed to sustain a claim of
invalidity will be different depending upon whether the challenge is

                                  -16-
facial–alleging a universal invalidity–or as applied to a particular
property. We agree with the appellate court below that if the same
evidentiary standard were used in each type of challenge, there would
be no difference between these challenges, leading to the absurd
result that a zoning ordinance “could never be generally valid but
invalid as to a particular piece of property; instead, it would be either
valid as to all or invalid as to all.” 374 Ill. App. 3d at 1107. That the
La Salle factors do not lend themselves to application to a facial
challenge is evident not only from the fact that they focus upon the
specific effect of the challenged ordinance upon a particular parcel of
property, but also in that plaintiff suggests that this court modify these
factors for application to a facial challenge, acknowledging that
“some of the La Salle factors that deal with the specifics of a parcel
of property may not be relevant or applicable in a facial challenge,
which *** maintain[s] that the ordinance at issue is invalid in all
applications.”
     We therefore reject the arguments advanced by plaintiff.
Accordingly, to the extent that Hanna conflicts with this opinion, it
is overruled.
     In sum, the circuit court applied the appropriate analysis in
considering whether plaintiff’s amended complaint was sufficient to
withstand Hinsdale’s section 2–615 motion to dismiss. As stated,
under rational basis scrutiny, a legislative enactment will be upheld
if it bears a rational relationship to a legitimate legislative purpose
and is neither arbitrary nor unreasonable. Stokovich, 211 Ill. 2d 106.
Accordingly, to withstand a section 2–615 dismissal motion, a
plaintiff must plead sufficient facts to establish that the challenged
enactment did not satisfy this standard. Upon reviewing plaintiff’s
amended complaint, the circuit court found that although plaintiff
alleged that Hinsdale’s amendments to its zoning code were not
reasonably related to a legitimate government purpose, these
allegations consisted of mere conclusions, unsupported by facts. For
example, the circuit court noted that plaintiff alleged that the zoning
amendments were “arbitrary, irrational and capricious” and were
passed to satisfy the desire of a few individuals absent benefit to the
general public welfare, without setting forth facts in support of either




                                  -17-
of those statements.4 In light of these factual deficiencies, the circuit
court dismissed plaintiff’s amended complaint without prejudice,
allowing her to replead with sufficient facts and other supporting
information with respect to the lack of a rational basis for the zoning
amendments. Plaintiff chose to decline the opportunity to replead and,
instead, requested a final dismissal so that she could take this appeal.
    In addition to the factual deficiencies set forth by the circuit court,
our review of plaintiff’s amended complaint reveals additional
conclusory statements unsupported by facts. For example, plaintiff
alleged in her pleading that “there was no community need for the
amendments” and that Hinsdale took “no, or insufficient, care in
planning the amendments.” However, plaintiff set forth no facts to
support these conclusions. As stated, in reviewing the sufficiency of
a complaint to withstand a section 2–615 dismissal motion, we
construe all well-pleaded facts in the light most favorable to the
plaintiff and take those facts and all reasonable inferences which flow
from those facts as true. King, 215 Ill. 2d at 11-12. In the specific
context of a facial challenge, a plaintiff must set forth more than mere
conclusions to support allegations that the challenged enactment is
arbitrary, capricious and unreasonable, and that it is invalid in its
entirety and in all applications. Therefore, plaintiff’s conclusory
statements are not to be considered. We further observe that all facts
apparent from the pleadings, including the exhibits attached thereto,
may be considered. Haddick v. Valor Insurance, 198 Ill. 2d 409, 414
(2001); 735 ILCS 5/2–606 (West 2004). Plaintiff attached as “Exhibit
C” to her amended complaint a copy of Ordinance 2005–02, which
enacted the amendments to the Hinsdale zoning code of which
plaintiff complains. The ordinance reveals that Hinsdale enacted the
zoning amendments after the board of trustees imposed the temporary


  4
    We note that the circuit court also found that plaintiff’s allegation that
the zoning code amendments diminished her property value by several
thousand dollars was conclusory, as it failed to set forth supporting facts.
Although we agree that the allegation was conclusory, it was also irrelevant
to plaintiff’s facial challenge to the amendments, as it focused upon the
alleged impact of the changes upon plaintiff’s particular parcels of
property, rather than upon a general infirmity rendering the ordinance
invalid under all circumstances.

                                    -18-
moratorium “to assure the proper, necessary and appropriate balance
of uses and businesses whose principal operations generate retail
sales tax and uses and businesses whose principal operations do not
generate retail sales tax.” In addition, the ordinance reflects that in
October 2004 the Hinsdale planning commission conducted a public
hearing on the proposed amendments and ultimately recommended
that the board of trustees approve them. This background information,
in conjunction with the facts pled in plaintiff’s amended complaint,
shows that Hinsdale enacted the challenged amendments to its zoning
code after months of gathering information, commissioning a study
by Gruen, holding meetings and public hearings, and receiving input
and approval from its Plan Commission. It was reasonable and
legitimate for Hinsdale to conclude that the continued vitality of its
business districts required an appropriate balance between businesses
that provide sales tax revenue and those that do not, and its passage
of the challenged amendments precluding new banks and financial
institutions from locating on the ground floors of buildings in the
designated districts because they impose an opportunity cost in
foregone tax revenue is rationally related to that purpose. Therefore,
plaintiff has failed to state a claim upon which relief can be granted,
and the appellate court properly affirmed the circuit court’s dismissal
of plaintiff’s amended complaint pursuant to section 2–615.

                          CONCLUSION
    For the foregoing reasons, the judgment of the appellate court is
affirmed.

                                                            Affirmed.

   JUSTICE FITZGERALD took no part in the consideration or
decision of this case.




                                 -19-
