Seitz, Chief Judge, and Garth and Becker, Circuit Judges.
The Trustees of the University of Pennsylvania (the "University") appeal from the February 10, 1983, order of the district court denying the University's "motion to enforce" a consent decree. We have appellate jurisdiction under 28 U.S.C. § 1291 (1976). This appeal will be designated as Sansom I to distinguish it from Sansom Committee v. Lynn, No. 83-1253, 735 F.2d 1552 (Sansom II), filed contemporaneously.
This appeal is a small sample of the unbridled litigiousness that has kept these parties in court for almost two decades. The Sansom Committee (the "Committee") is an unincorporated association of residents and users of the 3400 block of Sansom Street, located in West Philadelphia, adjacent to the Univeristy of Pennsylvania. The Redevelopment Authority of the City of Philadelphia (the "Redevelopment Authority") acquired the block by condemnation almost twenty years ago and, in conjunction with the Department of Housing and Urban Development ("HUD"), planned to demolish the structures on the block. The University acquired the redevelopment rights to the block and expected to buy the properties and to build an academic building.
Within a few years, the University changed its plans and proposed to transfer its redevelopment rights to a commercial developer. The Redevelopment Authority and HUD (collectively, the "Agencies") approved this modification of the redevelopment plan. In 1973, however, the Committee brought an action in the district court against the Agencies in an effort to stop the proposed demolition and commercial redevelopment. The Committee's underlying purpose was to rehabilitate the existing townhouses and to maintain their mix of residential and low-volume commercial uses.
The Committee alleged that the Agencies violated the National Evironmental Policy Act of 1969, 42 U.S.C. §§ 4321 to 4361 (1976) ("NEPA"), and the National Housing Act of 1949, 42 U.S.C. §§ 1441 to 1490h (1976) ("NHA"), when they approved the modification of the redevelopment plan. Certain of the Committee's claims were dismissed on motion by the Agencies. The Agencies also moved to dismiss the action for failure to join an indispensable party, i.e., the University. The district court held that although the University had an interest in the outcome of the action, it was not an indispensable party. See Sansom Committee, 366 F. Supp. 1271, 1281 (E.D.Pa. 1973). The district court denied the University's subsequent petitions to intervene in the action.
After several further confrontations in the district court,*fn1 the Committee and the Agencies stipulated that they had "engaged in serious and fruitful settlement negotiations in consultation with the University of Pennsylvania" and that these discussions had led to a new proposal for the redevelopment of the block. The district court agreed to suspend the action while the parties finalized a settlement.
The parties settled the action, and the district court entered a consent decree (the "1980 Consent Decree") which contained the terms of the settlement. Under the 1980 Consent Decree, the Redevelopment Authority was to sell Sansom Street properties to parties designated by the Committee, and the University agreed to nominate the designated parties to redevelop those properties in the University's stead. The Committee, the University, and the Redevelopment Authority signed the 1980 Consent Decree, and HUD consented to its entry.
Within months, the decree "unravelled," as the University says. The University claims that both it and the Committee wanted to make changes in the decree. The Committee claims that the University's "stalling tactics" inspired the Committee to move for enforcement of the decree. Amidst this unravelling, the district court in March 1982 entered an order that named the Committee's designees. After further negotiations, the University and the Committee reached an agreement that included newly negotiated covenants, the 1980 Consent Decree, and other agreements between the University and the Committee. These matters were incorporated in a new consent decree (the "1982 Consent Decree"), which the Committee and the University signed. The Redevelopment Authority consented to the entry of the 1982 Consent Decree.
Subsequently, the Committee advised the University that some of its designees wished to withdraw from the redevelopment project. The Committee proposed replacement designees. In response, the University filed a "motion to enforce" the 1982 Consent Decree. In this motion, the University requested the court to substitute the University as the redeveloper of the properties that the withdrawing designees were to have received. The district court denied this motion, and the University appeals.
JURISDICTION OVER CONSENT DECREE
The University raises for the first time on appeal the contention that the district court lacked subject matter jurisdiction*fn2 to enter the 1980 Consent Decree. Although this is an appeal from the denial of the University's motion to enforce the 1982 Consent Decree, we may consider the University's jurisdictional challenge to the 1980 Consent Decree because the 1982 Consent Decree is essentially a modification of the 1980 Consent Decree,*fn3 and the validity of the 1982 Consent Decree depends on the validity of the 1980 Consent Decree. It is not contested that we must address this issue even though the University consented to the entry of the decrees.
The district court clearly had federal question jurisdiction in 1973, at the outset of the action between the Committee and the Agencies based on the federal statutes invoked. The University contends that the district court lacked federal question jurisdiction in 1976 because HUD filed an environmental impact statement dated in that year. Even if the environmental impact statement satisfied HUD's responsibilities under the NEPA, it left intact the Committee's pending federal claims against the Agencies under the NHA. Consequently, the district court still had subject matter jurisdiction when it considered the entry of the 1980 Consent Decree.
The University's principal argument is that the district court had no subject matter jurisdiction to enter the 1980 Consent Decree because its terms incorporated essentially state law relief. More generally, the issue is whether there are jurisdictional limitations to what a district court may incorporate in a consent decree, and if so, whether the district court transgressed those limits.*fn4
Consent decrees need not be limited to the relief that a court could provide on the merits. As the Supreme Court long ago explained:
Parties to a suit have the right to agree to any thing they please in reference to the subject-matter of their litigation, and the court, when applied to, will ordinarily give effect to their argument, if it comes within the general scope of the case made by the pleadings.
Pacific Railroad v. Ketchum, 101 U.S. 289, 297, 25 L. Ed. 932 (1879); see Citizens for a Better Environment v. Gorsuch, 231 U.S. App. D.C. 79, 718 F.2d 1117 (D.C.Cir. 1983); EEOC v. Safeway Stores, Inc., 611 F.2d 795, 799-800 (10th Cir. 1979), cert. denied sub nom. Courtwright v. EEOC, 446 U.S. 952, 100 S. Ct. 2918, 64 L. Ed. 2d 809 (1980); 1 Hogg's Equity Procedure § 582 at 707 (3d ed. 1943); 3 Freeman on Judgments § 1349 at 2772 (1915); 2 Black on Judgments § 705 at 843 (1981) (citing cases for and against); cf. Alliance to End Repression v. City of Chicago, 733 F.2d 1187, 1191 (7th Cir. 1984); Swift & Company v. United States, 276 U.S. 311, 329-31, 48 S. Ct. 311, 316-17, 72 L. Ed. 587 (1928).
We recognize that some consent decrees may be beyond the power of a federal court to approve. See Safeway Stores, 611 F.2d at 795; Jordan v. School District, 615 F.2d 85, 91 (3d Cir. 1980) (Rosenn, J., concurring). Thus, a district court cannot wield its equitable power beyond the realm of its federal subject matter jurisdiction. E.g., Gordon v. Washington, 295 U.S. 30, 36, 55 S. Ct. 584, 587, 79 L. Ed. 1282 (1935); In re "Agent Orange" Product Liability Litigation, 506 F. Supp. 737, 740 (E.D. New York 1979), rev'd on other grounds, 635 F.2d 987 (1981). Nevertheless, as long as the terms of a consent decree come "within the general scope of the case made by the pleadings," Pacific Railroad, supra, it will be within the district court's power to enter the decree, if the pleadings state a claim over which a federal court has jurisdiction.
In addition to the claims that the district court dismissed, the Committee alleged that the Agencies violated the NEPA by failing to issue an environmental impact statement and by failing to hold a hearing on the possibility of rehabilitation; that the Agencies violated the NHA by permitting non-public contributions; and that the Agencies violated the NHA by failing to provide citizen participation in the redevelopment, hold public hearings and seek the approval of local governing bodies, insure conformity with community and regional plans, and provide adequate relocation. Sansom Committee v. Lynn, 366 F. Supp. at 1281.*fn5
The terms of the 1980 Consent Decree set out in detail a cooperative plan for the rehabilitation and use of the Sansom Street properties. Although the terms of the decree far exceeded the relief available under the NEPA and the NHA,*fn6 the decree was directly responsive to the Committee's complaint under these statutes. Thus, under the 1980 Consent Decree, the properties would be rehabilitated with maximal participation by interested members of the public. The is consonant with the general policies and goals of the NEPA, see 42 U.S.C. §§ 4321, 4331; Sansom Committee, 366 F. Supp. at 1274 (purpose of the NEPA is to require federal agencies to consider local environmental consequences of their projects), and of the NHA, 42 U.S.C. §§ 1441, 1441a (the NHA encourages rehabilitation and community participation in redevelopment); see Shannon v. HUD, 436 F.2d 809, 818 (3d Cir. 1970) (residents, business owners, and representatives of private civic groups have standing under the NHA to challenge the modification of a redevelopment plan). We conclude that the terms of the 1980 Consent Decree were sufficiently related to the Committee's federal causes of action to permit the district court to enter the decree without overstepping its subject matter jurisdiction.
The University also argues that the district court had no power to enter a consent decree signed by a non-party to the underlying action.*fn7 Since, in our view, the decree met the requirements of Pacific Railroad, we fail to see how this argument raises a question of subject matter jurisdiction. Finally, the University challenges the district court's power to construe, modify, or enforce the consent decrees. These arguments, however, are predicated on the court's supposed lack of jurisdiction to enter the 1980 Consent Decree, which we reject.
We must now decide whether the district court correctly declined to substitute the University for the Committee's withdrawing designees. Consent decrees are construed as contracts. Fox v. HUD, 680 F.2d 315, 319 (3d Cir. 1982). If a district court's construction of a contract involves no factual issues, our standard of review is plenary, but findings of fact must be left intact unless they are clearly ...