QuikTrip Corporation, Appellant, v. City of St. Charles, Missouri, Jennifer O'Connor, and Zachary Tusinger, Respondents.

QUIKTRIP CORPORATION,

Appellant,

v.

CITY OF ST. CHARLES, MISSOURI, JENNIFER O'CONNOR, AND ZACHARY TUSINGER,

Respondents. ) ) ) ) ) ) ) ) ) ) ) No. ED113624

Appeal from the Circuit Court of St. Charles County The Honorable W. Christopher McDonough, Judge I NTRODUCTION Quicktrip (QT) appeals from the trial court's dismissal of its declaratory judgment action against the City of St. Charles (City) for failure to exhaust its administrative remedies. We affirm. B ACKGROUND On June 28, 2024, QT filed its initial petition against the City challenging the enforcement of a tourism tax (Tax) pursuant to Section 620.020 of the St. Charles Code

2 of Ordinances (City Ordinances). 1 The Tax, enacted in April 1984, requires, in part, that "[e]very person engaged in the business of a restaurant and selling prepared food or meals shall pay to the City a license tax of one percent (1%) of the gross receipts from sales of all goods and services transacted at retail upon the premises." Initially, the City did not collect the Tax against various businesses such as QT. In fact, the City successfully defended itself against several lawsuits to compel collection of the Tax. However, nearly forty years later, in 2023, the City reversed course without explanation, no change to City Ordinances, or QT's operations, and determined QT was retroactively subject to and must pay the Tax effective November 1, 2019. The City did not follow the delinquent Tax collection procedures set forth in Title VI, Chapter 605, at Article II, but instead filed various notices of liens against QT's businesses in May 2023 and March 2024. QT was not aware of the notices until March 2024. On April 12, 2024, the City refused to issue any sign permits for QT within the City without explanation, demonstrated by the City's email to a sign vendor, "All permits within the City regarding QT are on hold" and to contact QT with questions. Then on June 6, 2024, the City released the May 2023 and March 2024 liens and filed two new liens in the amount of $2,020,696 each. Finally, on June 27, 2024, QT was informed the City would deny QT's liquor license renewal application if the Tax was not paid within ten days. The next day, QT filed both its liquor license renewal application and a petition in the Circuit Court of St.

1 All citations to Chapter 620 and 605 are to the City of St. Charles Code of Ordinances, effective January 1, 2023.

3 Charles County (Cause No. 2411-CC00800), seeking declaratory and injunctive relief. The motion for a temporary restraining order (TRO) sought to maintain the status quo and restrain the City from denying QT's application for renewal of its liquor license based on an alleged Tax delinquency or taking any action to foreclose on the liens against QT's properties. The trial court granted a TRO on July 3, 2024, but it was subsequently dissolved as moot when the liquor license was renewed and the City agreed not to foreclose on the liens. On December 18, 2024, the City sent a Tax notice to QT by providing an "Estimate of Delinquent Tax and Notice of Determination of Failure to Pay" pursuant to Chapter 605. Two days later, QT requested an administrative hearing even though it objected to the administrative process. QT also filed a First Amended Petition for a declaratory judgment, inter alia, seeking a judicial determination of the validity of the Tax and a declaration the City Ordinances were unconstitutional. QT also sought injunctive relief enjoining the City from withholding or suspending any license or permit approvals and mandamus against the community development director, whose department reviewed and refused to process QT's sign permit application for failure to pay the Taxes. The City filed a motion to dismiss the First Amended Petition because QT's "premature complaints" were barred by the failure to exhaust administrative remedies, official immunity, and for failure to state a claim. In response, QT alleged a violation of fundamental due process because the City failed to comply with its own ordinances and provide an administrative remedy until December 18, 2024, more than five months after

4 QT filed the initial June 2024 lawsuit. Additionally, QT argued its claims for mandamus, procedural due process, and equal protection alleged specific facts showing the City's unlawful actions deprived QT of substantial property interests without notice and subjected it to arbitrary, discriminatory tax enforcement. On May 30, 2025, the trial court granted the City's motion to dismiss the First Amended Petition for failure to exhaust administrative remedies. This appeal follows. D ISCUSSION QT raises two points on appeal, both asserting the trial court erred in dismissing QT's First Amended Petition because it was not required to exhaust its administrative remedies and its constitutional challenges did not require exhaustion of administrative remedies. Standard of Review An appellate court reviews a trial court's decision to grant a motion to dismiss de novo. Boles v. City of St. Louis, 690 S.W.3d 592, 605 (Mo. App. E.D. 2024). "De novo review compels this court to consider the merits of the motion to dismiss under the same standard applied by the trial court when considering the issue." Mosley v. English, 501 S.W.3d 497, 503 (Mo. App. E.D. 2016). The court must accept the plaintiff's properly pleaded facts as true, give those facts a liberal construction, and grant the plaintiff all reasonable inferences drawn from them. Murphy v. A.A. Mathews, 841 S.W.2d 671, 672 (Mo. banc 1992). "[W]e may affirm the trial court's dismissal on any ground before the trial court in the motion to dismiss, even if the trial court relied on other grounds in dismissing the claim." Boles, 690 S.W.3d at 605 (internal quotation omitted).

5 Point One - Exhaustion of Remedies

QT first alleges the trial court erred in dismissing QT's First Amended Petition because QT was not required to exhaust its administrative remedies, in that there was no mechanism to do so when QT initiated its lawsuit. We disagree. Analysis

Pursuant to the Declaratory Judgment Act, Section 527.010 RSMo (2016) 2 , trial courts are authorized to "declare rights, status, and other legal relations whether or not further relief is or could be claimed." Section 527.020 expressly provides that trial courts are authorized to determine the validity of a statute or ordinance in a declaratory judgment action. Tietjens v. City of St. Louis, 359 Mo. 439, 222 S.W.2d 70, 72 (Mo. banc 1949). Section 527.020 states, in relevant part: "Any person . . . whose rights, status or other legal relations are affected by a statute, [or] municipal ordinance . . . may have determined any question of construction or validity arising under the . . . statute, [or] ordinance . . . and obtain a declaration of rights, status or other legal relations thereunder."

See also State ex rel. SLAH, L.L.C. v. City of Woodson Terrace, 378 S.W.3d 357, 361 n.4 (Mo. banc 2012) (quoting Section 527.020). To maintain a declaratory judgment action, there must be no adequate remedy at law because such actions are not intended to be a substitute for all existing remedies. State ex rel. SLAH, L.L.C., 378 S.W.3d at 361 (citing Levinson v. State, 104 S.W.3d 409, 411 (Mo. banc 2003)); Crown Diversified Holdings, LLC v. St. Louis Cnty., Missouri, 452 S.W.3d 226, 230-31 (Mo. App. E.D. 2014) (internal quotations omitted).

2 All statutory references are to RSMo (2016).

6 Administrative remedies constitute an adequate remedy at law that preclude a declaratory judgment claim. State ex rel. Robison v. Lindley-Myers, 551 S.W.3d 468, 473 (Mo. banc 2018); Double AA Mkt., LLC v. City of St. Louis, 703 S.W.3d 694, 698 (Mo. App. E.D. 2024). As a result, parties are required to exhaust adequate administrative remedies before resorting to an action at law or in equity. State ex rel. Whiteco Indus., Inc. v. Bowers, 965 S.W.2d 203, 206 (Mo. App. E.D. 1998) (internal citations omitted); Heatherly v. Wood, 648 S.W.3d 131, 133 n.4 (Mo. App. E.D. 2021) (internal citations omitted) (holding that failure to exhaust administrative remedies meant this court lacked authority to adjudicate the matter). The purpose of requiring exhaustion of administrative remedies is to preserve "the efficiency in the relationships between agencies and the courts." Tri-Cnty. Counseling Srvs., Inc. v. Office of Admin., 595 S.W.3d 555, 568 (Mo. App. W.D. 2020) (quoting Coleman v. Mo. Sec'y of State, 313 S.W.3d 148, 154 (Mo. App. W.D. 2010)). The exhaustion of remedies is "designed to encourage agencies to correct their own errors and to compile the record for purposes of judicial review." Id. The Coleman court explained that agencies are experts, and, if relief is sought through agencies first, matters may be resolved without involving the courts at all. Coleman, 313 S.W.3d at 154. Or, if the matters are not resolved by the agencies, full factual records can be developed by the experts. Id. Here, in spite of QT's protests, it properly commenced an administrative proceeding in response to the City's "Estimate of Delinquent Tax and Notice of Determination of Failure to Pay" pursuant to Chapter 605. This administrative hearing

7 forum provides QT an administrative remedy, as explained in Tri-County Counseling Services, id., which may completely resolve the matter without involving the courts, or develop a full factual record for this court on appeal because the administrative agency has become an expert on the Tax at issue as interpreted by the City and its businesses. QT's administrative hearing process concluded and has now proceeded to a Petition for Judicial Review in the Circuit Court of St. Charles County, Case No. 2511-CC01152. Thus, the appeal from the administrative hearing will provide a far superior record than the one before us. 3 We hold the pending adequate administrative remedy precludes the claim for a declaratory judgment. QT relies on three cases to argue the requirement to exhaust administrative remedies does not apply because the City failed to provide notice and an opportunity to be heard; however, each case is distinguishable because the administrative process

3 The City points out that the ordinances at issue were not part of the record here and this court is not able to take judicial notice of the City Ordinances. City of Cape Girardeau v. Kuntze, 507 S.W.3d 89, 92 n.1 (Mo. App. E.D. 2016) (internal citation omitted). Although QT argues it has cited excerpts and references all of Article II Chapter 605 and 620 in its First Amended Petition, the absence of the ordinances at issue from the record is a "fatal defect." Weatherby Lake Improvement Co., Inc. v. City of Weatherby Lake Bd. of Zoning Adjustment, 696 S.W.3d 499, 505 (Mo. App. W.D. 2024) ("That the ordinances were generally discussed at the hearing is not enough.") (internal quotation omitted); and see also Schneider v. Housing Bd. of Appeals of City of Bridgeton, 969 S.W.2d 873, 875 (Mo. App. E.D. 1998) (even though ordinance was quoted on a page of a larger exhibit entered into evidence and witnesses mentioned the ordinance at the hearing, it was insufficient to find the decision was supported by competent and substantial evidence). Further, "[a]n ordinance attached as an appendix to a brief cannot be considered by an appellate court." Duly v. Heflin, 873 S.W.2d 932, 935 (Mo. App. W.D. 1994) (internal citation omitted). Here, we have neither the ordinance nor a record of a hearing with an agency decision to determine what is authorized by the law or whether it is supported by competent and substantial evidence. This only underscores the need to exhaust administrative remedies prior to such determination.

8 provides an adequate remedy. First, in Arch Energy, LC v. City of Brentwood, 710 S.W.3d 595 (Mo. App. E.D. 2025), our court reversed the trial court's grant of summary judgment in favor of the City of Brentwood. Id. at 597-99. We held Arch Energy was not required to exhaust administrative remedies before seeking a declaratory judgment where the city's failure to give proper notice under Sections 89.050 and 89.060 specifically renders an ordinance void and amending the void zoning ordinance was neither administrative nor a remedy at all. Id. at 599-600. However, here, the City Ordinances do provide an adequate remedy and QT has availed itself of the administrative process to challenge the taxes at issue. Second, in Arbogast v. City of St. Louis, 285 S.W.3d 790, 795 (Mo. App. E.D. 2009), the City argued plaintiffs' wrongful demolition claim should be dismissed for lack of subject matter jurisdiction because the plaintiffs failed to exhaust their administrative remedies. The city appealed the denial of its motion, but this court agreed that plaintiffs' failure to exhaust administrative remedies was excused by the city's failure to provide adequate notice of condemnation and potential demolition pursuant to city ordinances. Id. at 801-02. The court held the city's notice was not reasonably calculated to apprise the plaintiffs of the condemnation and potential demolition to afford them an opportunity to present their objections. Id. at 801. However, here, notice of the tax lien on a business property was sent via letter, admittedly received by QT, and did not concern the irreparable issue of a demolition and deprivation of property. Third, in Robinson v. Director of Revenue, 32 S.W.3d 148, 151 (Mo. App. S.D. 2000), the director argued the driver failed to exhaust his administrative remedies by not

9 timely seeking an administrative review of the suspension of his Missouri driving privileges. The appellate court held no administrative remedy existed when the agency failed to provide statutory notice, where a suspension or revocation only becomes effective after notice to the person whose driving privileges are the subject of the action. Id. at 151-52. Thus, the argument that the petition failed to exhaust remedies was rejected where there was no adequate or existing administrative remedy to exhaust. Id. at

1. Here, QT has availed itself of an administrative remedy which may have resulted in

adequate relief from the Tax. Only after this proceeding fails to do so, is QT permitted to seek judicial relief upon a fully developed record in the underlying proceedings. Finally, QT argues Group Health Plan Inc. v. State Bd. of Registration for the Healing Arts, 787 S.W.2d 745 (Mo. App. E.D. 1990), stands for the proposition it had no duty to exhaust administrative remedies because no administrative action had commenced when the lawsuit was filed. But, when the appellant made the same argument in Farm Bureau Town & Country Ins. Co. of Mo. v. Angoff, 909 S.W.2d 348, 354 (Mo. banc 1995), the Missouri Supreme Court observed: Group Health only held that the trial court had jurisdiction to proceed when agency action was threatened; it did not speak to whether the case should continue after agency action was commenced. If [the appellant's] reading of Group Health were correct, those threatened with agency action who win a race to the courthouse would be able to bypass a mandated administrative procedure.

Id. (emphasis added). Similarly, here, QT sought a declaratory judgment with the court on June 28, 2024, within a few months of learning of the liens resulting from the unpaid Tax. The City sent the December 18, 2024 notice QT complains of within six months, to

10 commence the administrative remedies. The legal file demonstrated little advancement in the court case after the July 3, 2024 TRO was dissolved. Simply because QT filed its case in court first does not mean it can bypass the administrative procedures once the City properly initiated the process. In conclusion, we cast a wary eye on the City's conduct prior to complying with its own ordinances on December 18, 2024, and withholding permits and licenses to force QT to pay the very Tax it is contesting; however, we reiterate the administrative process must provide us with an adequate record for appellate review. The trial court did not err in finding QT failed to exhaust its adequate administrative remedies to address the allegations in its declaratory judgment action. QT's first point is denied. Point Two - Constitutional Questions In its second point, QT alleges the trial court erred in dismissing counts two, three, and nine of its First Amended Petition for failure to exhaust administrative remedies, because those counts raise claims that do not require exhaustion of administrative remedies in that they involve constitutional challenges, due process violations, and equal protection violations. Analysis If a constitutional challenge to a law forms the only basis for granting declaratory judgment, exhaustion of administrative remedies is not required. Boot Heel Nursing Ctr., Inc. v. Missouri Dept. of Social Serv., 826 S.W.2d 14, 16 (Mo. App. W.D. 1992) (emphasis added) (citing State ex rel. Missouri State Bd. of Registration for the Healing Arts v. Hartenbach, 768 S.W.2d 657, 659 (Mo. App. E.D. 1989)). A court may similarly

11 declare the validity of an ordinance when the only issue is whether a city ordinance is invalid because it is not authorized by law. See Nicolai v. City of St. Louis, 762 S.W.2d 423, 426 (Mo. banc 1988) (where there were no disputed facts and the issue was purely a legal one, the court should declare whether the ordinance was valid) (emphasis added). When a claim raises a constitutional challenge and is mixed with other claims involving construction of statutes and factual issues essential to determining whether a violation of the law allegedly unconstitutional has occurred, the "constitutional issues should not be addressed unless factual issues and issues of statutory construction are resolved." Farm Bureau Town & Country Ins. Co. of Missouri, 909 S.W.2d at 355. QT argues counts two, three, and nine raise only claims of direct constitutional challenges. We disagree and find these constitutional issues are mixed with other claims involving construction of the ordinances and factual issues essential to determining whether the City violated the ordinances in its application and implementation of the Tax upon QT. Any constitutional issues may be raised and preserved during judicial review of the administrative proceeding, which is adequate for appellate review if necessary. However, if QT prevails, the constitutional questions need not be answered. See Farm Bureau Town & Country Ins. Co. of Missouri, 909 S.W.2d at 355. The trial court did not err in dismissing QT's declaratory judgment action against the City for failure to exhaust its administrative remedies. Point two is denied.

12 C ONCLUSION The judgment of the trial court is affirmed. _____________________________ Lisa P. Page, Judge Robert M. Clayton III, Presiding Judge and Michael E. Gardner, Judge concur.