                               PUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                              No. 13-1076


JOHN B. CORR, on behalf of themselves and all others
similarly situated; JOHN W. GRIGSBY, on behalf of themselves
and all others similarly situated,

                Plaintiffs – Appellants,

           v.

METROPOLITAN WASHINGTON AIRPORTS AUTHORITY,

                Defendant – Appellee.

------------------------------

BOARD OF SUPERVISORS   OF     FAIRFAX   COUNTY,   VIRGINIA;   UNITED
STATES OF AMERICA,

                Amici Supporting Appellee.



Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.     Anthony J. Trenga,
District Judge. (1:11-cv-00389-AJT-TRJ)


Argued:   December 11, 2013                 Decided:   January 21, 2014


Before TRAXLER, Chief Judge, and NIEMEYER and DUNCAN, Circuit
Judges.


Affirmed by published opinion. Judge Duncan wrote the opinion,
in which Chief Judge Traxler and Judge Niemeyer joined.
ARGUED: Robert John Cynkar, CUNEO, GILBERT & LADUCA, LLP,
Alexandria, Virginia, for Appellants.      Stuart Alan Raphael,
HUNTON & WILLIAMS, LLP, McLean, Virginia, for Appellee. Jeffrey
A. Clair, UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C.,
for Amicus United States of America.      ON BRIEF: Patrick M.
McSweeney,  Powhatan,   Virginia;  Christopher   I.  Kachouroff,
DOMINION LAW GROUP, Woodbridge, Virginia; Richard B. Rosenthal,
LAW OFFICES OF RICHARD B. ROSENTHAL, Miami, Florida, for
Appellants.   Philip G. Sunderland, Office of General Counsel,
METROPOLITAN WASHINGTON AIRPORTS AUTHORITY, Washington, D.C.,
for Appellee.     David P. Bobzien, Gail P. Langham, Ann G.
Killalea, James V. McGettrick, OFFICE OF THE COUNTY ATTORNEY,
Fairfax, Virginia, for Amicus Board of Supervisors of Fairfax
County, Virginia.   Kathryn B. Thomson, Acting General Counsel,
SIDLEY AUSTIN, LLP, Washington, D.C.; Paul M. Geier, Assistant
General Counsel for Litigation, Peter J. Plocki, Deputy
Assistant General Counsel for Litigation, Joy K. Park, Office of
the General Counsel, UNITED STATES DEPARTMENT OF TRANSPORTATION,
Washington, D.C.; Stuart F. Delery, Acting Assistant Attorney
General, Mark B. Stern, Michael E. Robinson, Civil Division,
UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C.; Neil H.
MacBride, United States Attorney, OFFICE OF THE UNITED STATES
ATTORNEY, Alexandria, Virginia, for Amicus United States of
America.




                                 2
DUNCAN, Circuit Judge:

        Appellants John Corr and John Grigsby brought this putative

class action attacking the legality of the toll charged by the

Metropolitan Washington Airports Authority (“MWAA”) for use of

the    Dulles     Toll     Road.       They    contend     that    this    toll    is,    in

reality, an illegal tax.                 The district court dismissed their

complaint on numerous grounds.                     For the following reasons, we

affirm.



                                              I.

                                              A.

        In   1950,     Congress     authorized          the     construction       of    the

airport now known as Washington Dulles International Airport.

The federal government also acquired a right-of-way running from

Interstate 495, the Capital Beltway, to Dulles Airport, on which

it constructed the Dulles Airport Access Highway.                               The access

highway runs the length of the right-of-way, with no exits and

no     tolls,    exclusively       to    service        traffic    to     and    from    the

airport.        The government reserved a strip of land in the median

of     the      access       highway     for        a    possible       future      public

transportation project.

       In    1980,         the   Virginia          Department     of      Transportation

requested and received an easement on which to construct a toll

road     within      the     right-of-way          to   serve    non-airport       traffic


                                                   3
traveling between Washington, D.C. and Fairfax County, Virginia.

That road, known as the Dulles Toll Road--or, officially, as the

Omer L. Hirst-Adelard L. Brault Expressway--opened in 1984 and

connects Interstate 495 with Virginia Route 28.

          Also in 1984, the United States Secretary of Transportation

proposed the formation of a regional airport authority which

would take over control of Ronald Reagan Washington and Dulles

International Airports from the United States.                  Virginia and the

District of Columbia both adopted legislation to enter into an

interstate compact to form this airport authority. *                      Congress

passed legislation approving the compact in 1986 and leased the

two       airports   to    the    newly    formed   MWAA.      See    Metropolitan

Washington Airports Act of 1986 (“Transfer Act”), Pub. L. No.

99-591,       Title.      VI,    100   Stat.   3341-376     (1986)   (codified   as

amended at 49 U.S.C. §            49101 et seq.).

          The MWAA was, on one hand, formed as an entity independent

from Virginia, the District of Columbia, and the United States


      *
     The constitution provides a process by which states may,
with Congress’s consent, enter into agreements to coordinate the
states’ responses to issues of mutual concern, such as the
delineation of state borders, see, e.g., Virginia v. Tennessee,
148 U.S. 503 (1893); management of a shared resource, see, e.g.,
Lake Country Estates, Inc. v. Tahoe Reg'l Planning Agency, 440
U.S. 391 (1979); or creation of a common transportation
infrastructure, see, e.g., Hess v. Port Auth. Trans-Hudson
Corp., 513 U.S. 30 (1994). See U.S. Const. art. 1, § 10, cl.
3.


                                               4
government.       Id. § 49106(a)(2).                On the other, it was to possess

the    powers     delegated      to     it     by    the    District     of   Columbia       and

Virginia.         Id.    §     49106(a)(1)(A).              Congress      also     explicitly

granted MWAA the power to “to levy fees or other charges.”                                  Id.

§ 49106(b)(1)(E).            Nonetheless, though the MWAA assumed control

over the two Washington airports, the Dulles Toll Road continued

to be operated not by MWAA but by the Virginia Commonwealth

Transportation Board (“CTB”).

       In   the    ensuing       decades,           the    Virginia      General     Assembly

repeatedly      authorized        CTB     to    use       toll    revenue     to    fund    mass

transit     projects      within       the     Dulles       Corridor.         In    1990,    the

Virginia General Assembly authorized CTB to use surplus revenue

from the Dulles Toll Road to fund improvements, including mass

transit projects.            1990 Va. Acts ch. 251 §                   13, J.A. 218.          In

1995, the Virginia General Assembly again authorized CTB to use

surplus toll road revenue to fund mass transit improvements and

to raise another $45 million by issuing new bonds.                                   1995 Va.

Acts ch. 560 § §              2, 14, J.A. 410-13.                 In 2002, the General

Assembly    approved         a   CTB    resolution         providing      that      CTB    would

spend 85% of its surplus revenue from the Dulles Toll Road to

fund “mass transportation initiatives in the Dulles Corridor.”

H.J.    Res.    200     (Va.     2002).         Finally,         in   2004,   the    Virginia

General     Assembly         granted     CTB        open-ended        authority     to     issue

revenue bonds to fund, among other things, a mass-transit rail

                                                     5
project in the Dulles Corridor, to be paid with revenues from

the Dulles Toll Road.              2004 Va. Acts ch. 807 §               1, J.A. 224-30.

CTB   then   raised        the    Dulles     Toll     Road     rates,    earmarking        the

additional money raised for extending the Washington Metrorail

system through the Dulles Corridor.                     The Metrorail expansion is

planned to extend through the corridor with stops both before

and after the Dulles Airport.

                                             B.

      MWAA, meanwhile, shared Virginia’s goal of extending the

Metrorail        system    to     Dulles     Airport.           Moreover,       under      the

Transfer Act, MWAA was to “assume responsibility for the Federal

Aviation     Administration's          Master         Plans    for   the      Metropolitan

Washington Airports.”              49 U.S.C. § 49104(a)(6).              The FAA master

plans called for an expansion of the Metrorail system to Dulles

Airport.     See FAA Record of Decision, Dulles Corridor Metrorail

Project, 4, J.A. 238.

      Therefore, to fulfill this mandate, MWAA proposed to take

control     of    the     Metrorail    expansion        project,        as    well   as    the

Dulles Toll Road which was providing much of the revenue for the

expansion.          Virginia        agreed     and      control      transferred          from

Virginia to MWAA in December of 2006.                         The agreement gave MWAA

the power to set tolls on the Dulles Toll Road, but required it

to    use    toll-road           revenues     exclusively         for        transportation

improvements within the Dulles Corridor.

                                                  6
                                              C.

       This arrangement has now been subject to repeated legal

challenges.            Almost        immediately        after    the      agreement       was

executed, two toll-road drivers sued in Virginia state court

seeking a declaration that MWAA’s use of toll-road revenue for

the    Metrorail       project      was     taxation    without     representation         in

violation of the Virginia Constitution.                     See Va. Const. art. I,

§     6.     The Virginia court there determined that the tolls were

not taxes.        Gray v. Va. Sec’y of Transp., No. CL-07-203, Am.

Order (Va. Cir. Ct. Oct. 20, 2008), J.A. 258-59.

       A second action was brought in 2009, this time in federal

court.        Among many other counts, the plaintiffs in that suit

also       contended   that     MWAA’s      use    of   toll    revenue      to    fund   the

Metrorail       project       was     an     illegal     tax     under       the   Virginia

Constitution.          That case, however, was ultimately dismissed for

lack of standing.             Parkridge 6, LLC v. U.S. Dep't of Transp.,

420 F. App'x 265, 267 (4th Cir. 2011).

                                              D.

       In April of 2011, appellants initiated this action seeking

to    enjoin    MWAA    from     using       toll-road    revenue       to    repay   bonds

issued to fund the Metrorail project and seeking refunds of all

excess tolls collected.                Concluding that plaintiffs’ grievance

was    too    generalized       to    support      standing,      the    district     court

dismissed       the    complaint       on    prudential        grounds.        Plaintiffs’

                                                   7
proper    recourse,       the    court    concluded,     lay     in   the   political

process.

     The court also deemed it necessary to reach the merits of

plaintiffs’    complaint         should    a     reviewing     court,     on     appeal,

disagree with its standing analysis.                 The court concluded, among

other    things,    that    plaintiffs         had   withdrawn    their     42    U.S.C.

§   1983 claim during oral argument, that the toll charged on the

Dulles Toll Road was not a tax under Virginia law, and that

Congress’s    approval      of     the    interstate     compact      preempted     any

restrictions       that    Virginia      law    might   have     placed     on   MWAA’s

powers.

     Appellants initially appealed this decision to the Federal

Circuit on the theory that MWAA is a federal instrumentality and

that the Federal Circuit therefore had jurisdiction under the

Little Tucker Act.              See 28 U.S.C. §§ 1295(a)(2) & 1346(a)(2).

The Federal Circuit concluded, to the contrary, that MWAA is not

a federal instrumentality.               Accordingly, it determined that it

lacked jurisdiction to hear the appeal and transferred the case

to us.



                                           II.

     Appellants’ argument proceeds from the premise that, under

the Virginia Constitution, the state legislature is unable to

delegate its taxing authority to an independent body.                              Under


                                                8
Article I, §      6, of the Virginia Constitution, “taxes must be

imposed only by a majority of the elected representatives of a

legislative     body,       with     the     votes        cast    by     the       elected

representatives being duly recorded.”                    Marshall v. N. Virginia

Transp. Auth., 657 S.E.2d 71, 79 (Va. 2008).                       Thus, appellants

argue,   Virginia      could   not      legally       have   delegated       its    taxing

power to MWAA when Virginia agreed to the interstate compact.

      Appellants argue that the toll paid by users of the Dulles

Toll Road is in fact a tax.              This is so, they contend, because

instead of merely defraying the cost of a driver’s use of the

road, a portion of the toll is used for other purposes, namely

the Metrorail expansion project.                 Therefore, the argument goes,

because MWAA lacks the power to tax, the tolls are illegal, and

MWAA’s exaction and retention of those funds is a violation of

due process.

      We note at the outset that plaintiffs identify no law that

would create a cause of action for this sort of constitutional

violation.     While it is clear that they allege a violation of

the   Due    Process      Clause   of      the       Fourteenth    Amendment,        their

argument is far less illuminating on the question of what law

authorizes a suit in federal court to redress it.                            See Cale v.

City of Covington, 586 F.2d 311, 314 (4th Cir. 1978).                              Rather,

“[appellants’]      due    process      argument        sounds    like   a    state    law

claim dressed up in due process clothing. . . . Such suits are

                                                 9
rarely favored, for the Fourteenth Amendment is not meant to be

‘a font of tort law.’”              Mora v. City Of Gaithersburg, 519 F.3d

216, 231 (4th Cir. 2008) (quoting Cnty. of Sacramento v. Lewis,

523    U.S.    833,   848    (1998)).           We    need    not   grapple     with   this

complicated constitutional issue, however, because we conclude

that appellants’ argument suffers from a more fundamental flaw.

                                            A.

       Before reaching the substance of appellants’ argument, we

must also address the question of standing.                          The district court

held    that    the   plaintiffs       present         a     “‘generalized      grievance’

shared in substantially equal measure by all or a large class of

citizens” and, accordingly, dismissed the complaint for lack of

standing, as a prudential matter.                     See Bishop v. Bartlett, 575

F.3d 419, 423 (4th Cir. 2009) (internal quotations and citations

omitted).       We review this determination de novo.                          S. Walk at

Broadlands Homeowner's Ass'n, Inc. v. OpenBand at Broadlands,

LLC, 713 F.3d 175, 181 (4th Cir. 2013).                            We are compelled to

disagree.

       The     Supreme      Court    has    defined           a    generally    available

grievance as one that “claim[s] only harm to [plaintiffs’] and

every    citizen's          interest       in        proper       application     of   the

Constitution and laws, and seeking relief that no more directly

and tangibly benefits him than it does the public at large.”




                                                 10
Lance v. Coffman, 549 U.S. 437, 439 (2007) (quoting Lujan v.

Defenders of Wildlife, 504 U.S. 555, 560–561 (1992)).

       But appellants’ claim here is more concrete.                                      While they

may    bring     with      them     the       baggage          of    various        policy-based

objections to the Metrorail expansion project, they also bear

the    concrete     harm     of     having      paid       what      are,     in     their    view,

inflated tolls.            They seek tangible and particularized relief:

they want their money back.                   Moreover, they are not so numerous,

and    their    grievance      is       not    so    attenuated,          that       their    claim

amounts to a generalized, and impermissible, taxpayers’ claim.

See    Bishop,      575    F.3d     at    424.            We   therefore           conclude       that

appellants’         claims        are     barred          neither        by        the     standing

requirement of Article III of the United States Constitution nor

the    prudential         restrictions         we    have       recognized          on     our     own

judicial       power.         See       Frank       Krasner         Enterprises,           Ltd.     v.

Montgomery Cnty., 401 F.3d 230, 234 (4th Cir. 2005)

                                                B.

       We turn, then, to the substance of appellants’ argument.

Though    appellants         present      their       claim         as   arising         under     the

United States Constitution, their theory is parasitic on state-

law arguments.            The question before us, ultimately, relates to

what     fund-raising        powers       the        General         Assembly        could        have

delegated      to   the     MWAA    under       Virginia        law.          As    the    numerous

Virginia cases cited infra demonstrate, Virginia courts look to

                                                     11
a substantial body of Virginia Constitutional law in answering

such a question.           We will do the same.

       Under Virginia law “[a] tax is an enforced contribution

imposed by the government for governmental purposes or public

needs.          It    is   not    founded      upon       contract       or    agreement.”

Westbrook, Inc., v. Town of Falls Church, 39 S.E.2d 277, 280

(Va. 1946).          Virginia courts ask whether a given exaction is “a

bona     fide    fee-for-service         or    an     invalid       revenue-generating

device.”        Eagle      Harbor,   L.L.C.      v.   Isle    of     Wight     Cnty.,     628

S.E.2d 298, 304 (Va. 2006) (internal quotation marks omitted).

“[T]olls are user fees [and not taxes] when they are ‘nothing

more    than     an    authorized       charge      for    the     use    of   a   special

facility.’”          Elizabeth River Crossings OpCo, LLC v. Meeks, 749

S.E.2d 176, 183 (Va. 2013) (quoting Hampton Roads Sanitation

Dist. Comm. v. Smith, 68 S.E.2d 497, 501 (Va. 1952)).

       The “fee-for-service” inquiry does not focus narrowly on

whether the fee is calculated to defray just the costs actually

incurred by the user.             Rather, Virginia law requires only that

there be a “reasonable correlation between the benefits of the

service provided and burdens of the fee paid.”                           Tidewater Ass'n

of Homebuilders, Inc. v. City of Virginia Beach, 400 S.E.2d 523,

527    (Va.     1991).      The   fee    may     exceed     the    immediate       cost    of

providing the service, and the entity that levies the fee may

maintain a surplus in anticipation of future expenditures--that

                                                 12
is, a fee may permissibly be used to fund future benefits for

users of the service as a group.           See Mountain View Ltd. P'ship

v. City of Clifton Forge, 504 S.E.2d 371, 375-76 (Va. 1998).

     Here, the tolls paid by drivers on the Dulles Toll Road are

not taxes for precisely the reasons articulated by the Virginia

Supreme Court in Elizabeth River Crossings:

     (1) the toll road users pay the tolls in exchange for
     a particularized benefit not shared by the general
     public, (2) drivers are not compelled by government to
     pay the tolls or accept the benefits of the Project
     facilities, and (3) the tolls are collected solely to
     fund the Project, not to raise general revenues.

749 S.E.2d at 183.       We discuss each of these conclusions in

turn.

                                     1.

     First, it is clear that “toll road users pay the tolls in

exchange for a particularized benefit not shared by the general

public.”    Id.   Users of the Dulles Toll Road will benefit from

the Metrorail expansion project whether or not they ultimately

choose to ride it.      The record makes clear that the goal of the

project is not just to provide access to the Airport, but to

relieve traffic congestion throughout the corridor, including on

the Dulles Toll Road.     This is evident not only in the findings

of   the   Virginia   General   Assembly       and    the   Federal   Transit

Administration,   but   also    as   a    matter     of   common   sense:   the

planned expansion adds multiple stops both before and after the


                                          13
airport, on a route that closely follows the Dulles Toll Road

for the perfectly evident purpose of serving the commuters who

normally travel that route.

      Thus, those who pay the toll receive, in exchange, both the

immediate benefit of the use of the road as well as the future

benefit of being able to choose between travelling by Metrorail

or driving on a road with reduced congestion.                     While there is no

guarantee      that     each     driver    who    pays    the   toll    will      be   the

exclusive    beneficiary         of    those     funds,   Virginia     law     does    not

require    such     a      direct     correspondence.        It   requires        only   a

“reasonable correlation.”               See Tidewater Ass'n of Homebuilders,

400 S.E.2d. at 527.

                                            2.

      Similarly, as in Elizabeth River Crossings, “drivers are

not   compelled       by    government     to    pay   the   tolls     or   accept     the

benefits of the Project facilities.”                   749 S.E.2d at 183.            There

are two aspects of this conclusion: the fee is both voluntarily

paid and the resulting benefits are voluntarily received.                            While

the   latter    inquiry        is    counterintuitive,       it   serves      a   useful

purpose.       Some exactions, such as a sales tax, remain taxes

despite     being       levied      upon   voluntary      behavior.          Under     the

reasoning of Elizabeth River Crossings, what distinguishes these

taxes from user fees is that the government services purchased



                                                 14
with    their     proceeds       benefit      every       citizen    in    the     community,

whether she has asked for the benefit or not.                        Id. at 185.

       Turning to the first inquiry, it is clear that the toll is

voluntarily paid.           Nobody is forced to drive on the Dulles Toll

Road.       Like     most    toll      roads,       the    Dulles    Toll     Road     merely

provides motorists with a faster alternate route to reach their

destinations in exchange for a fee.                        A motorist who objects to

the toll may take another route.

       The answer to the second question is no less clear.                                  The

funds      raised    for     the      Metrorail          expansion       project    directly

benefit only         travelers        who    use    the    Dulles    Corridor,       not   the

community     as     a    whole.       Receipt       of    the    benefit    is     therefore

voluntary in that it only accrues to those who have chosen to

travel in the corridor.               While this group is not limited only to

Dulles     Toll     Road    drivers,        this    prong    of    the    Elizabeth       River

Crossings test does not ask whether those who pay the toll are

the only ones who benefit.                  It asks only whether receipt of the

benefit is voluntary.              There can be little doubt that use of the

Dulles transit corridor--whether by using the airport, driving

on   the    access       road,   or    driving       on    the    Dulles    Toll    Road--is

voluntary.

                                               3.

       Finally,      “the    tolls       are       collected      solely     to    fund    the

Project.”       Id. at 183.           The Metrorail expansion is part of the

                                                    15
same project as the Dulles Toll Road.                   As we have already noted,

the toll road and the Metrorail expansion run through the same

narrow transit corridor, serve many of the same areas, and will

benefit    many    of   the    same      commuters.           The       Virginia          General

Assembly       explicitly      found       as        much     when        it        designated

“transportation improvements in the Dulles Corridor,” including

“the Dulles Toll Road, the Dulles Access Road, . . . [and] mass

transit” as components of a single project for the purpose of

revenue-bond financing.            2004 Va. Acts ch. 807, J.A. 224.

     The Virginia Supreme Court in Elizabeth River Crossings was

faced with arguments similar to those before us now: there, as

here,    appellants     argued       that,      regardless         of    how        the    state

characterized      them,     the    various      particular         arteries         were     not

sufficiently      intertwined       to   be     considered         parts       of    a    single

project.       But the Virginia Supreme Court showed no appetite for

such an inquiry.            It took for granted the state’s choice to

treat    the   individual     tunnels      and       bridges   as       components          of   a

common    project.      It     instead     inquired         into     whether         the     toll

revenue    would    flow     outside      of    the     project,         so    defined,          to

benefit citizens at large.               See Elizabeth River Crossings, 749

S.E.2d at 185.

     Following       that     approach,        we    accept    Virginia’s             and    the

MWAA’s assessment that the Metrorail expansion and the Dulles

Toll Road are parts of a single interdependent transit project--

                                                16
though    we   observe   once   more   that       this   notion    hardly   strains

credulity.      Because they are parts of the same project, tolls

charged on the Dulles Toll Road are not transformed into taxes

merely by being used to fund the Metrorail expansion.

     The record does not indicate that the surplus tolls are

diverted outside those confines or are treated, in any sense, as

general    revenue.       Indeed,      the    very       basis    for   appellant’s

complaint is that the increased tolls are earmarked specifically

to fund the Metrorail expansion as provided under § 4.01(e) of

the operating agreement between Virginia and MWAA.                       Therefore,

we conclude that the tolls collected are used solely to fund the

project.



                                       III.

     Under the Elizabeth River Crossings framework, therefore,

the tolls charged for passage on the Dulles Toll Road are user

fees, not taxes, under Virginia law.                 Their collection by the

MWAA thus does not run afoul of the Virginia Constitution and,

accordingly,     does    not    violate       the    due    process     rights   of

motorists.      The district court’s order dismissing the complaint

is therefore

                                                                          AFFIRMED.




                                             17
