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(Cite as: 133 P.3d 767) Supreme Court of Hawai'i. OFFICE OF HAWAIIAN AFFAIRS, Trustees of the Office of Hawaiian Affairs, Plaintiffs-Appellants/Cross-Appellees, v. STATE of Hawai'i, Defendant-Appellee/Cross-Appellant. No. 26615. April 28, 2006. *769 Robert G. Klein (Nadine Y. Ando and Christopher J. Cole, with him on the briefs, of McCorriston Miller Mukai MacKinnon), Honolulu, and William Meheula and David F. Fasi, with him on the briefs, of Winer Meheula & Devens, Honolulu, for plaintiffs-appellants/cross-appellees. Dorothy Sellers (Charleen M. Aina, Girard D. Lau, and William J. Wynhoff, with her on the brief, Deputy Attorneys General), Honolulu, for defendant-appellee/cross-appellant. MOON, C.J., LEVINSON, and NAKAYAMA, JJ., and Circuit Judge HARA, in place of DUFFY, J., recused. Opinion of the Court by MOON, C.J. [FN1] FN1. Pursuant to this court's grant of plaintiffs-appellants' motion for reconsideration on December 23, 2005, the previous opinion of the court in this case, filed on September 9, 2005, is vacated. Plaintiffs-appellants the Office of Hawaiian Affairs (OHA) and the Board of Trustees of OHA (the trustees) [hereinafter, collectively, the plaintiffs] appeal from the Circuit Court of the First Circuit's [FN2] May 19, 2004 final judgment in favor of defendant-appellee State of Hawai'i (the State). On appeal, the plaintiffs contend that the circuit court erred in: (1) granting the State's motion to dismiss their first amended complaint [hereinafter, motion to dismiss]; (2) denying the plaintiffs' motion for leave to amend the first amended complaint [hereinafter, motion to amend]; and (3) denying the plaintiffs' motion to bifurcate the justiciable and nonjusticiable issues presented in this case [hereinafter, motion to bifurcate]. For the following reasons, we affirm the circuit court's final judgment. FN2. The Honorable Gary W.B. Chang presided over the instant case. I. BACKGROUND Due to the procedural posture of this case, the material facts presented by the plaintiffs are accepted as true and are relatively brief. The underlying contextual background, however, is complex, arising out of nearly three decades of effort to resolve longstanding issues regarding the State's trust obligations to native Hawaiians. Much of this historical background was detailed in Trustees of Office of Hawaiian Affairs v. Yamasaki (Yamasaki ), 69 Haw. 154, 158-65, 737 P.2d 446, 449-53, cert. denied, 484 U.S. 898, 108 S.Ct. 234, 98 L.Ed.2d 192 (1987), and Office of Hawaiian Affairs v. State (OHA I), 96 Hawai'i 388, 390, 31 P.3d 901, 903 (2001). As the instant case is substantially related to and intertwined with Yamasaki and OHA I, we trace the prior history and decisions of this court, as well as provide additional background of the federal legislative scheme regarding airport grants and revenues to properly address the issues raised herein. FN3. A more detailed factual account of the historical circumstances leading up to the creation of OHA and the public land trust discussed herein may be found in OHA I, 96 Hawai'i at 390, 31 P.3d 903, and in Yamasaki, 69 Haw. at 158-65, 737 P.2d at 449-53. As this court detailed in Yamasaki and OHA I, the State holds ceded lands [FN4] in a public land trust for five purposes, one of which is "for the betterment of the conditions of native Hawaiians[.]" OHA I, 96 Hawai'i at 390, 31 P.3d at 903 (citing Admission Act § 5(f)) (emphasis omitted). In 1978, the people of Hawai'i clarified the State's *770 trust obligation to native Hawaiians during a Constitutional Convention, as set forth in various provisions of the Hawai'i Constitution, including article XII, sections 4 through 6, see infra note 15, wherein OHA was created and charged with managing proceeds derived from the ceded lands and designated for the benefit of native Hawaiians. Id. Additionally, article XVI, section 7 of the Hawai'i Constitution requires the State to enact legislation regarding its trust obligations. Id. (citing Haw. Const. art. XVI, § 7). Thus, in 1979, legislation was enacted that set forth the purposes of OHA and described the powers and duties of the trustees. Id. at 391, 31 P.3d at 904 (citing 1979 Haw. Sess. L. Act 196, § 2 at 398-99, § 8 at 406 (codified at HRS chapter 10)). In 1980, the legislature amended HRS chapter 10 by adding HRS § 10-13.5, which provided that "[t]wenty per cent of all funds derived from the public land trust ... shall be expended by [OHA] for the purposes of this chapter." Id. (citing 1980 Haw. Sess. L. Act 273, § 1 at 525) (emphasis added) (brackets and ellipsis in original). However, "[b]etween 1980 and 1983, OHA became increasingly dissatisfied with the State's lack of progress in fulfilling its obligations." Id. FN4. The lands "ceded" by the Republic of Hawai'i to the United States at annexation are referred to in section 5(b) of the Admission Act of March 18, 1959, Pub.L. No. 86-3 § 5, 73 Stat. 4 [hereinafter, Admission Act]. See OHA I, 96 Hawai'i at 390, 31 P.3d at 903 (citing Admission Act § 5(b)); see also Pub.L. No. 103-150, 1993 S.J. Res. 19. B. Yamasaki In 1983, the trustees, due to their dissatisfaction, initiated the action in Yamasaki against the State based on the State's alleged failure to fulfill its obligation to allocate "twenty per cent of all funds derived from the public land trust to OHA as required by HRS § 10-13.5 [(1985)]." 69 Haw. at 165, 737 P.2d at 453. The dispute centered on a claim against the attorney general, the Chairman of the Board of Land and Natural Resources (BLNR), and the Director of Finance regarding illegal sand-mining on ceded land at Papohaku Beach that resulted in royalty payments to a private party and land conveyed to the State in lieu of damages. Id. at 166, 737 P.2d at 453. On interlocutory appeal, this court held that it was unable to determine the parameters of HRS § 10-13.5 "because the seemingly clear language of HRS § 10-13.5 actually provides no judicially discoverable and manageable standards for resolving the disputes and they cannot be decided without initial policy determinations of a kind clearly for nonjudicial discretion." Id. at 173, 737 P.2d at 457 (citation, brackets, and internal quotation marks omitted). Stated differently, this court "concluded that the construction of the term 'funds' [as used in HRS § 10-13.5] ... constituted a non-justiciable political question because the legislature had not provided judicially manageable standards." OHA I, 96 Hawai'i at 393 n. 6, 31 P.3d at 906 n. 6 (citing Yamasaki, 69 Haw. at 172-73, 737 P.2d at 457). This court held that, due to the nonjusticiable nature of the issues, no ruling could be made as to whether OHA was entitled to damages for the illegal mining of sand or that a pro rata portion of the land conveyed to the State should be turned over to OHA. Yamasaki, 69 Haw. at 174-74, 737 P.2d at 458. C. Post-Yamasaki Legislation In response to this court's decision in Yamasaki, the legislature enacted Act 304 as "the first step in the resolution of a series of complex questions about what constitutes the extent of the trust holdings and the trust obligations of the State to the native Hawaiians." Hse. Stand. Comm. Rep. No. 306-90, in 1990 House Journal, at 960; see also Sen. Stand. Comm. Rep. No. 2778, in 1990 Senate Journal, at 1150-51. Act 304, inter alia, amended HRS § 10-13.5 to provide "a clear definition of 'public land trust' and 'revenues,' " in order to "resolve the issue for the future." Id. In doing so, the legislature believed that the measure would "enable the State to fulfill its trust obligations to the Hawaiians and w[ould] signal a new era for the native Hawaiian community." Id. Specifically, Act 304 provided that: "Twenty per cent of all revenue [ [FN5]] derived from the public *771 land trust shall be expended by [OHA] for the betterment of the conditions of native Hawaiians." OHA I, 96 Hawai'i at 391-92, 31 P.3d at 904-05 (citing 1990 Haw. Sess. L. Act 304, § 7 at 951 and HRS § 10-13.5 (1993)) (emphasis and some brackets in original). Additionally, section 8 of Act 304 provided a mechanism whereby the State and OHA were to determine the amounts owed to OHA for the period of June 16, 1980 through June 30, 1991. Id. at 392, 31 P.3d at 905 (citing 1990 Haw. Sess. L. Act 304, § 8 at 951). Thus, pursuant to section 8, the legislature appropriated funds for the payment of approximately $130 million to OHA on April 16, 1993. Id. (citing 1993 Haw. Sess. L. Act 35, at 41). However, the $130 million appropriation "[did] not include several matters regarding revenue which OHA [had] asserted [was] due OHA and which [the State had] not accepted and agreed to." Id. (quotation marks omitted). FN5. The legislature defined "revenue" in section 3 of Act 304 to include all proceeds, fees, charges, rents, or other income derived from any activity that is situated upon and results from the actual use of the public land trust, but excluding any income, proceeds, fees, charges, or other moneys derived through the exercise of sovereign functions and powers including 11 enumerated descriptions of sources of revenue that are excluded from the term "revenue" under the statute. OHA I, 96 Hawai'i at 392, 31 P.3d at 905 (citing 1990 Haw. Sess. L. Act 304, § 3 at 948 and HRS § 10-2) (ellipses and brackets omitted). D. OHA I 1. Circuit Court Proceedings Based on the State's refusal to appropriate funds for "several matters regarding revenue which OHA [had] asserted [was] due," OHA initiated the action in OHA I on January 14, 1994, alleging that the State had failed to pay OHA its full share of "revenues" that the State had collected from ceded lands since June 16, 1980. Id. OHA sought an accounting, restitution or damages, prejudgment interest, attorneys' fees and costs, and such other relief as the court deemed just and proper. Id. The State moved to dismiss the case on the following grounds: (1) lack of justiciability; (2) sovereign immunity; (3) statute of limitations; and (4) waiver/estoppel. Id. The circuit court orally denied the State's motion to dismiss and ruled that OHA was entitled to revenues from each of the eleven enumerated sources. Id. Thereafter, the State filed its notice of appeal on November 22, 1996. Id. 2. Federal Legislation Enacted While OHA I Was Pending Appeal During the pendency of the appeal in OHA I, an issue arose between the Federal Aviation Administration (FAA) and the State of Hawai'i regarding the State's use of airport revenues to fulfill its obligations as trustee of the ceded lands. The FAA viewed such use of airport revenues as contrary to the policies and conditions of grants provided under the Airport Improvement Program (AIP) created under the Airport and Airway Improvement Act of 1982, Pub.L. No. 97-248, § 511(a)(12), 96 Stat. 676, (1982) (codified, as subsequently amended, at 49 U.S.C. § 47107(b)(1)), which requires airport revenues to be spent for airport purposes only in order to promote the self-sufficiency of airports. Under the AIP, [a]s originally enacted in 1982, the revenue retention assurance [under 49 U.S.C. § 47107(b)] required airport owners to use "all revenue generated by the airport for the capital or operating costs of the airport, the local airport system, or other local facilities which are owned or operated by the owner or operator of the airport and directly related to the actual transportation of passengers or property." The plain purpose of section [49 U.S.C. § 47107(b)] was to prevent an airport owner or operator who receives Federal assistance from using airport revenues for expenditures unrelated to the airport. Policies and Procedures Concerning the Use of Airport Revenues, 61 Fed.Reg. 7134 (Feb. 26, 1996) (ellipses omitted). The rationale for the revenue retention requirement is that the Federal AIP Program can underwrite only about 20% to 30% of the total capital development needed by airports. To ensure the maximum effectiveness of the AIP program, airports should also spend all of the money they generate to operate and develop the airport. A federal grant should not furnish an opportunity for an airport to use federal funds to replace other airport generated funds, and then use the latter for general governmental purposes, resulting in no net capital *772 improvements for the federal grant dollars expended. Id. (citing H.R.Rep. No. 103-240, 103d Cong., 1st Sess. 14 (1993)). In 1995, the United States Department of Transportation (USDOT) conducted an audit of the State's administration of its AIP grants after a request by the Regional Audit Manager (RAM) for an opinion as to whether the Hawai'i Department of Transportation (HDOT) was required by State statute to pay airport revenues to OHA considering the federal AIP grant conditions. OHA I, 96 Hawai'i at 396, 31 P.3d at 909. The grant conditions in 49 U.S.C. § 47107(b)(1) directed that revenues generated by a public airport ... be expended for the capital or operating costs of-- (B) the local airport system; or (C) other local facilities which are owned or operated by the airport owner or operator and directly and substantially related to the air transportation of passengers or property." 49 U.S.C. § 47107(b)(1). Congress further specified that the "use of airport revenues for general economic development, marketing, and promotional activities unrelated to airports or airport systems" was prohibited under the Authorization Act of 1994. 49 U.S.C. § 47107(l )(2)(B) (quotation marks omitted). In a 1996 report, the USDOT Inspector General [hereinafter, the IG Report] concluded that the State's payments to OHA between 1992 and 1995 in the amount of $28.2 million "were a diversion of airport revenue in violation of [the FAA Authorization Act of 1994]" because OHA provided no services for the $28.2 million. OHA I, 96 Hawai'i at 396, 31 P.3d at 909 (citing FAA Report No. R9-FA-6-05, Airport Improvement Program Grants Provided to the Hawai'i Department of Transportation, at 11 (Sept. 19, 1996)). The IG Report recommended that the FAA "withhold payments on current grants and approval of further grants if the State does not recover the $28.2 million in airport revenues paid to OHA for nonairport purposes." Id. (citation, brackets, colon, and internal quotation marks omitted). In response to the IG report, the State attorney general opined that "we view the subject payment of $28.2 million in airport special fund moneys to OHA pursuant to Act 304 as an operating cost of the State's airports within the meaning of 49 U.S.C. § 47107(b)(1)." In addition, then-Governor Benjamin Cayetano addressed the members of the State Senate, noting that: It is a serious enough matter that the use of the airport revenue fund to make the OHA payments may violate federal law and grant assurances. However, language found in section 16 of Act 304, Session Laws of Hawai'i 1990 [(quoted infra note 7)], appears to compound drastically the problem. That language may, by operation of law, repeal [inter alia, HRS § 10-13.5], and turn them back into the ineffective and confusing state they were in when the Supreme Court decided [Yamasaki.] .... To be sure, the Inspector General's findings probably will not be a final determination on this matter. For one thing, we expect that the State will be afforded an opportunity to defend its use of airport funds. Nevertheless, I consider the situation serious at this time to share with you my concerns about the use of airport funds to make payments to OHA and to alert you to the cloud that section 16 of Act 304 appears to place over chapter 10, HRS. In early 1997, the State began to deposit airport-related payments owed to OHA in an escrow account pending resolution of the IG Report. On April 25, 1997, the FAA issued a memorandum [hereinafter, the FAA Memorandum], stating its concurrence with the IG Report's conclusion and recommendation. On July 22, 1997, U.S. Senate Report 105-55 regarding the "Department of Transportation and Related Agencies Appropriations Bill" stated: Federal aviation law ... prohibits the diversion of airport revenues for non-airport purposes. Recently, the Department of Transportation Inspector General identified $30,000,000 in past payments to the [OHA] as illegal diversions of airport revenues. The FAA agreed with the [IG Report]. *773 However, it is unclear whether a Federal court would agree with the [Inspector General] and the FAA[,] should their determination be challenged. Given the fact that the State of Hawaii owns the lands in trust for the betterment of native Hawaiians, it is conceivable that a reviewing court could find that the payments of airport revenues were in the nature of rent, which is [a] permissible use of airport revenue. To put the issue to rest, the general provision provides that the State of Hawaii is forgiven any obligation to repay past amounts diverted for trust purposes, in return for a clear congressional statement prohibiting any future diversions. (Emphasis added.) On August 19, 1997, the State attorney general authored a newspaper article, in which she stated that the State would not challenge the FAA's position that the use of airport revenues to pay OHA was improper. On June 30, 1997, the Hawai'i Legislature enacted Act 329, relating to the public land trust, in response to the continued controversy regarding the proper definition of "revenue" under HRS § 10-13.5.1997 Haw. Sess. L. Act 329, § 1 at 956. Because of the concerns about the effect of the circuit court's ruling and recognizing the potential invalidity of section 16 of Act 304, see infra note 7, a new section was added to HRS chapter 10 via Act 329, which provided: Notwithstanding the definition of revenue contained in this chapter and the provisions of section 10-13.5, and notwithstanding any claimed invalidity of Act 304, Session Laws of Hawai'i 1990, the income and proceeds from the pro rata portion of the public land trust under article XII, section 6 of the state constitution for expenditure by the office of Hawaiian affairs for the betterment of the conditions of native Hawaiians for each of fiscal year 1997- 1998 and fiscal year 1998-1999 shall be $15,100,000. HRS § 10-13.3 (Supp.2005); see also 1997 Haw. Sess. L. Act 329, § 2 at 958. These interim monies were intended to "ensure that adequate income and proceeds from a pro rata portion of the public trust continue to be available to [OHA] ... while the contemplated process to address issues relating to the public trust is underway." 1997 Haw. Sess. L. Act 329, § 1 at 958. In 1998, Congress enacted the "Department of Transportation and Related Agencies Appropriations Act," Pub.L. No. 105-66, § 340, 111 Stat. 1425 (1998) [hereinafter, the Forgiveness Act], which states in pertinent part: (7) [C]ontrary to the prohibition against diverted airport revenues from airport purposes under Section 47107 of title 49, United States Code, certain payments from airport revenues may have been made for the betterment of Native Hawaiians, or Alaskan natives based upon the claims related to lands ceded to the United States [.] .... (b) TERMINATION OF REPAYMENT RESPONSIBILITY.--Notwithstanding the provisions of 47107 of title 49, United States Code, or any other provision of law, monies paid for claims related to ceded lands and diverted from airport revenues and received prior to April 1, 1996, by any entity for the betterment of Native Americans, Native Hawaiians, or Alaska Natives, shall not be subject to repayment. (c) PROHIBITION ON FURTHER DIVERSION.--There shall be no further payment of airport revenues for claims related to ceded lands, [ [FN6]] whether characterized as operating expenses, rent, or otherwise, and whether related to claims for periods of time prior to or after the date of the enactment of this Act. FN6. We note that Congress characterized the payments to OHA as based on "claims" related to lands ceded to the United States. However, as the attorney general and Congress recognized in the Senate Report 105-55, the State views airport revenue payments as fulfilling its obligations under the public land trust. (d) CLARIFICATION[.]--Nothing in this Act shall be construed to affect any existing Federal statutes, enactments, or trust obligations created thereunder, or any statute of the several States that define the *774 obligations of such States to Native Americans, Native Hawaiians or Alaska natives in connection with ceded lands, except to make clear that airport revenues may not be used to satisfy such obligations. OHA I, 96 Hawai'i at 396-97, 31 P.3d at 909 (citing the Forgiveness Act § 340) (emphases, brackets, and ellipses in original). The following year, in 1999, the legislature submitted Senate Bill No. 1635 for approval by Governor Cayetano. Senate Bill No. 1635 carried the same purpose of facilitating resolution of public land trust issues as Act 329, which had provided interim payments to OHA only through fiscal year 1998-1999. The bill provided a $16,060,000 appropriation for fiscal year 1999-2000. However, the OHA trustees requested that Governor Cayetano veto the bill, preferring to leave the matters in controversy for this court to decide in OHA I. Governor's Message, "Statement of Objections to Senate Bill No. 1635," in 1999 Senate Journal, at 803. During the time between the sunset of Act 329 (at the end of fiscal year 1998-99) and the resolution of OHA I (in September 2001), the disposition of OHA's pro rata portion of ceded lands revenues under Act 304 resumed, except for the airport revenue payments prohibited by the Forgiveness Act. During the interim period, the legislature made no appropriations to OHA for the airport system's use. 3. This Court's Decision in OHA I This court in OHA I acknowledged that "Congress does not have the power to instruct this state on how to expend its own funds," although "Congress does have the authority to condition the use of federal funds." 96 Hawai'i at 397, 31 P.3d at 910 (emphases added). Assuming that the Forgiveness Act represented a valid condition on the receipt of federal airport funds, this court held that "Act 304, as applied to the airport revenue sought in this case, conflicts with the provisions of the Forgiveness Act. As such, by its own terms, Act 304 is invalid." [FN7] Id. at 399, 31 P.3d at 912. This court went on to hold that, inasmuch as "the invalidity of Act 304 reinstates the immediately preceding version of HRS § ... 10-13.5, which then places this court precisely where it was at the time Yamasaki was decided [,]" id. at 400, 31 P.3d at 913, "this court is again left with no judicially manageable standards by which to discern what specific funds OHA is entitled to receive under chapter 10, without making 'an initial policy determination ... of a kind normally reserved for nonjudicial discretion.' " [FN8] Id. at 401, 31 P.3d at 914 (citation omitted) (ellipsis in original). Accordingly, this court "dismiss[ed the] case for lack of justiciability." Id. at 401, 31 P.3d at 914. FN7. Specifically, this court invalidated Act 304 pursuant to section 16 of the Act, which stated: The provisions of this Act shall be enforced to the extent they are not held to conflict with any federal or state law, rules, or regulations. The provisions of this Act are not severable and if any provision of the Act, or the application thereof to any person or circumstance is held to conflict with any federal or state law, rules, or regulations, this Act, in its entirety, shall be invalid and sections 10-2, 10-3, 10-5, 10-13 and 10-13.5, Hawaii Revised Statutes, shall be reenacted in the form in which they read on the day before the approval of this Act. 1990 Haw. Sess. L. Act 304, § 16 at 953 (emphases added). FN8. Additionally, this court held that the State was not obligated "to pay amounts 'equivalent to' the airport revenue due to OHA from other sources, such as the general fund." OHA I, 96 Hawai'i at 398, 31 P.3d at 911. E. The Instant Case 1. The Plaintiffs' First Amended Complaint and the State's Motion to Dismiss The plaintiffs filed a complaint against the State on July 21, 2003. On August 26, 2003, they filed a first amended complaint [hereinafter, first amended complaint or complaint]. Therein, the plaintiffs alleged that "the Forgiveness Act would not have become law if the State had properly challenged the FAA Memorandum and thus there would not have been a federal law in conflict with Act 304[.]" The plaintiffs asserted that the State breached its trust duties by refusing to challenge the FAA Memorandum and that such breach was a "substantial factor[ ] that resulted in the passing of the Forgiveness Act and the Hawai'i Supreme Court's opinion rendered in [OHA I,]" which invalidated Act 304. As a *775 result of Act 304's invalidation, the plaintiffs could no longer recover airport-related revenues from the State. Additionally, because the plaintiffs believe that Act 304 constituted a contract and settlement agreement between the State and OHA, they alleged that the State "breached the Act 304 settlement" and "violated the Contract Clause of the United States Constitution" [FN9] by allowing the Forgiveness Act to invalidate Act 304. The first amended complaint set forth plaintiffs' claims and prayer for relief as follows: FN9. The Contract Clause of the United States Constitution provides that "[n]o State shall ... pass any ... Law impairing the Obligation of Contracts[.]" U.S. Const., art. I, § 10, cl. 1. 34. The State breached fiduciary duties as trustee of the native Hawaiian public trust, breached the Act 304 settlement, violated H.R.S. Chapter 10, violated Article XII, Sections 4-6 of the Constitution of the State of Hawaii, violated the Contract Clause of the United States Constitution, Article I, Section 10, clause 1, and is liable for misrepresentation and non-disclosure by the acts and omissions set forth above including but not limited to: (1) failing to challenge the positions set forth in the FAA Memorandum; (2) resolving its dispute with the FAA by obtaining a forgiveness of the prior $30 million payment in exchange for a promise not to make future airport revenue payments to OHA and not to appeal the positions set forth in the FAA Memorandum; (3) breaching the trust duty of impartiality by not challenging the positions set forth in the FAA Memorandum in order to use them as a sword in [OHA I ] and subsequent appeal; (4) failing to timely advise OHA that the State was not going to continue to challenge the positions set forth in the FAA Memorandum or IG Report, and that it was planning to settle with the federal government, in order to provide OHA with a fair opportunity to take measures to step into the State's position to oppose the FAA; and, (5) failing to obtain instructions from the Court on how to proceed given its conflict position of defending the State against OHA in OHA I and having a duty to challenge the positions set forth in the FAA Memorandum. 35. The State's breaches, errors and omissions as set forth above were substantial factors that resulted in the passing of the Forgiveness Act and the Hawaii Supreme Court's opinion rendered in [OHA I ]. Accordingly, the State is liable to OHA for an accounting, restitution and/or damages including but not limited to: (1) relief alleged by OHA in [OHA I ]; and, (2) amounts payable under Act 304 that have not been paid, including but not limited to, airport landing fees. 36. OHA is entitled to a declaratory judgment that: (1) orders the State to reinstate Act 304 on the grounds that the Forgiveness Act would not have become law if the State had properly challenged the FAA Memorandum and thus there would not have been a federal law in conflict with Act 304; (2) orders the State to pay airport-related income, proceeds, funds and/or revenues to OHA from sources other than airport revenues; (3) appoints an independent trustee to temporarily replace the State as trustee of the native Hawaiian public trust with respect to matters relating to reinstatement of Act 304 and the payment of airport-related revenues to OHA from sources other than airport revenues; and (4) determines whether disputed items should be included as income, proceeds, funds and/or revenues owed to OHA. 37. OHA is also entitled to injunctive relief that bars the State and its agents, employees and officials from opposing steps to reinstate Act 304 and to pay airport-related income, proceeds, funds and/or revenues to OHA from sources other than airport revenues. WHEREFORE, Plaintiffs pray for judgment against the State for: (1) accounting, restitution and/or damages; (2) declaratory relief set forth above; (3) injunctive relief set forth above; (4) attorneys' fees and costs; pre-judgment and post-judgment interest; and (5) such other relief as deemed fair and equitable to the [c]ourt. (Emphasis added.) In sum, the plaintiffs asserted claims for (1) breach of fiduciary duties as trustee, flowing from violations of *776 HRS chapter 10, the Admission Act, and the Hawai'i State Constitution, (2) breach of the Act 304 settlement agreement, (3) violation of the Contract Clause, and (4) misrepresentation and non-disclosure. The plaintiffs requested relief in the form of (1) accounting, restitution, and/or damages, (2) declaratory relief, (3) injunctive relief, (4) attorneys' fees and costs, (5) pre- and postjudgment interest, and (6) such other relief deemed fair and equitable to the court. In response to the plaintiffs' first amended complaint, the State filed a motion to dismiss the complaint on September 15, 2003. Therein, the State argued that the circuit court lacked subject matter jurisdiction over the case and that the complaint failed to state a claim upon which relief could be granted. Specifically, the State maintained that the plaintiffs' claims were barred by: (1) lack of justiciability; (2) sovereign immunity; (3) statute of limitations and various notice requirements; (4) res judicata; and (5) collateral attack. On October 13, 2003, the plaintiffs filed a memorandum in opposition to the State's motion to dismiss. Therein, the plaintiffs alleged that the State waived its sovereign immunity in HRS § 661-1(1) (1993) [FN10] and HRS chapter 673, entitled "Native Hawaiian Trusts Judicial Relief Act." [FN11] The plaintiffs also argued that their claims were not barred by the statute of limitations because the instant action was timely filed and that the notice requirements alleged by the State were not applicable in this case. Further, the plaintiffs contended that their claims were not barred by res judicata and did not seek to improperly collaterally attack OHA I. On October 17, 2003, the State filed its reply memorandum, in which it reiterated arguments advanced in the motion to dismiss. FN10. HRS § 661-1(1) provides in pertinent part: Jurisdiction. The several circuit courts of the State ... shall, subject to appeal as provided by law, have original jurisdiction to hear and determine the following matters, and, unless otherwise provided by law, shall determine all questions of fact involved without the intervention of a jury. (1) All claims against the State founded upon any statute of the State; or upon any regulation of an executive department; or upon any contract, expressed or implied, with the State, and all claims which may be referred to any such court by the legislature; provided that no action shall be maintained, nor shall any process issue against the State, based on any contract or any act of any state officer which the officer is not authorized to make or do by the laws of the State, nor upon any other cause of action than as herein set forth. (Bold emphasis in original.) FN11. HRS § 673-1 (1993) provides in pertinent part: Waiver of immunity. (a) The State waives its immunity for any breach of trust or fiduciary duty resulting from the acts or omissions of its agents, officers and employees in the management and disposition of trust funds and resources of: .... (2) The native Hawaiian public trust under Article XII, sections 4, 5, and 6 of the constitution of the State of Hawai'i implementing section 5(f) of the Admission Act; and shall be liable in the same manner and to the same extent as a private individual under like circumstance, but shall not be liable for punitive damages. (Bold emphasis in original.) On November 10 and 12, 2003, the circuit court held hearings on the State's motion to dismiss. At the hearings, the parties reasserted arguments raised in their pleadings. After indicating its inclination to grant the motion, the circuit court stated: this [c]ourt is still of the mind that there has been no legislation since OHA I was handed down, and in order for [the plaintiffs] to successfully prosecute any claim [they] may have against the State for breach of fiduciary duty, there has to be a measure of damages, and that's where the [c]ourt is struggling, is to find the measure of damages. I don't know how [the plaintiffs] can successfully prosecute [their] claim without relying on [Act 304], and so I still think we are in the realm of non-justiciability, because the fight over what revenues would have formed the basis for the percentage to be taken out and awarded to [the plaintiffs] still remains unclear[.]" Nevertheless, at the close of the November 12, 2003 hearing, the circuit court "set a schedule for further briefing" because it *777 "needed to have further education on some of these issues[.]" On November 17, 2003 and in response to the court's request for further briefing, the plaintiffs filed a supplemental memorandum in opposition to the State's motion to dismiss. In addition to arguments they previously asserted, the plaintiffs posited that, "even if the measurement of compensatory damages presents a political question, dismissal of the case is not warranted." Specifically, the plaintiffs argued that "[t]he measurement-of-damages-using-Act 304 [issue] does not 'inextricably' require dismissal here because it is clear that the liability issues are justiciable and the [c]ourt has the power to formulate whatever appropriate remedies should flow from a finding of wrongdoing[,]" such as: (1) "nominal damages"; (2) "an accounting"; and (3) "attorneys' fees." The plaintiffs further noted that, "regardless of whether the damages issue presents a political question, the [c]ourt can appropriately resolve the liability issue and leave the remedy for the legislature to enact." In other words, the plaintiffs maintained that the "liability issues can be bifurcated in order that litigation may proceed." On November 21, 2003, the State filed a supplemental memorandum in support of its motion to dismiss. In addition to reiterating arguments it had previously made, the State, in response to the plaintiffs' suggestion of bifurcation, posited that such a "suggestion[ ] constitute[s] a roadmap for waste of judicial resources." On November 25, 2003, the circuit court held another hearing on the State's motion to dismiss. After the parties presented oral argument, the court noted that the State's arguments regarding the statute of limitations, sovereign immunity, and res judicata did not warrant dismissal of the complaint. However, the circuit court ruled: Turning finally to the question of justiciability and the political question. That's where this [c]ourt believes the crux of the fight is on this matter. I think that there is no question that the Supreme Court in OHA I made a determination that the dispute should go back to the legislature for redefinition of what constitutes revenues under chapter 10, and without that guidance the [c]ourt could not address the question of damages or the judicially manageable standard by which OHA's share can be determined. .... ... [P]ermeating everything that has been asserted in connection with this-- the case at bar, it seems to always go back to the legislature can ultimately provide the remedy. Even if at the legislature the [sic] OHA is faced with the comment by the legislature that oh, you lost ... the case at bar, it still comes down to a legislative determination, and the [c]ourt simply could not get that out of its mind, notwithstanding the quality of briefing that OHA submitted. So the [c]ourt does conclude that we still have at the crux of the case at bar a political question, one that seeks to collaterally attack the ruling and the holding of OHA I. We are still left with judicially unmanageable standards or the lack of a judicially manageable standard for determining damages [.] ... So we still come back to the political arena as being the arena in which this debate should take place. So for these and any other good causes shown in the record, the [c]ourt will respectfully grant the motion to dismiss. (Emphases added.) The circuit court entered a written order dismissing the first amended complaint on December 26, 2003. 2. The Plaintiffs' Motion to Amend After the State moved to dismiss the first amended complaint but prior to the court's dismissal of the complaint, the plaintiffs moved for leave to file a second amended complaint on October 1, 2003. The proposed second amended complaint [hereinafter, the original second amended complaint]: (1) added "a cause of action for breach of the covenant of good faith and fair dealing implied in the Act 304 Settlement because upon further reflection counsel for [the plaintiffs] believe[ ] that the State's failure to oppose the FAA's position not only constitutes a breach of the Act 304 Settlement as a contract but also the covenant of good faith and fair dealing *778 implied in the Act 304 Settlement"; (2) deleted the claims for misrepresentation and non-disclosure; (3) deleted "relief seeking to reinstate Act 304 because upon further reflection [the plaintiffs] believe[ ] that this can only be accomplished by the legislative branch"; and (4) clarified that, "although [the plaintiffs] alleged damages measured by the standards established under Act 304, the fact that [OHA I ] effectively repealed Act 304 is not relevant because the State's alleged wrongs caused the effective repeal of Act 304." On October 13, 2003, the State filed a memorandum in opposition to the plaintiffs' motion to amend, in which the State argued that "the proposed amendments are futile" and that the plaintiffs "knew or should have known of the proposed amendments when the initial complaint was filed." In response to the State's memorandum, the plaintiffs asserted that the proposed amendments were not futile. After the circuit court orally dismissed the first amended complaint, the plaintiffs filed a supplemental motion in support of their motion to amend on November 28, 2003. The plaintiffs attached to the memorandum a revised second amended complaint [hereinafter, the revised second amended complaint]. In addition to changes proposed in the original second amended complaint, the revised second amended complaint requested the following declaratory relief: [The plaintiffs are] entitled to a declaratory judgment that declares that the State breached fiduciary duties as trustee of the native Hawaiian public trust, breached the Act 304 Settlement, breached the covenant of good faith and fair dealing implied in the Act 304 Settlement, violated H.R.S. Chapter 10 and/or violated Article XII, Sections 4-6 of the Constitution of the State of Hawaii, and that the State's breaches, errors and omissions as set forth above were substantial factors that resulted in the passing of the Forgiveness Act and the Hawaii Supreme Court's invalidation of Act 304 in [OHA I ]. On December 1, 2003, the State responded to the plaintiffs' supplemental memorandum and alleged that: To the extent that OHA seeks to engraft a "new" claim for declaratory judgment onto the old claim for declaratory judgment, that request is futile. The law is that declaratory judgments may only issue in "cases of actual controversy," and "where an actual controversy exists between contending parties." Because this court has already ruled that OHA's claims for monetary and injunctive relief are non-justiciable, a declaration that the State violated a fiduciary duty, breached a contract, etc., would be a purely advisory opinion. Because OHA will not receive monetary or injunctive relief as a result of any such declaration, it would have no judicial consequences for OHA. (Emphases in original.) The State also asserted that, "[s]imply as a matter of procedure, there is no basis for [the plaintiffs'] filing." On December 19, 2003, without holding a hearing on the matter, the circuit court entered an order denying the plaintiffs' motion to amend. 3. The Plaintiffs' Motion to Bifurcate After the circuit court had dismissed the first amended complaint, but before denying their motion to amend, the plaintiffs filed a motion to bifurcate on November 28, 2003. They asserted that the "request for bifurcation is in part based on [their] request to amend [their] declaratory relief prayer" in the revised second amended complaint. Thus, the plaintiffs requested the circuit court to "rule on the [the motion to amend] before ruling on this motion because [the plaintiffs'] prayer for declaratory liability relief is an important part of this motion." Specifically, the plaintiffs asked the circuit court to "allow [them] to proceed with the liability issues in this case including the pursuit of the declaratory liability relief sought and any other relief that is not based on Act 304 as a measure of damages (e.g., nominal damages, attorneys' fees and costs), inasmuch as these issues are clearly justiciable." [*779 FN12] FN12. We note that the plaintiffs' motion to bifurcate alternatively requested "leave to conduct limited preservation discovery during the indeterminate and potentially lengthy period of time that this case may be on appeal[,]" which the circuit court granted. However, this issue is not raised on appeal. On December 1, 2003, the State filed its memorandum in opposition to the plaintiffs' motion to bifurcate. The State argued that: Bifurcation is improper because: (1) [the plaintiffs] ignore[ ] the "expedition and economy" requirements of the plain text of Hawaii Rule of Civil Procedure [(HRCP) Rule] 42(b) [(2003) [FN13]]; (2) [the plaintiffs'] position is illogical, and the requested bifurcation can serve no legal purpose; and (3) there is no case law supporting [the plaintiffs'] request for bifurcation. FN13. HRCP Rule 42(b) provides that courts "may order a separate trial of any claim ... or issues, always preserving inviolate the right of trial by jury as given by the Constitution or a statute of the State or the United States." The State additionally asserted: Even more fundamentally, [the plaintiffs'] request is not really a request for "bifurcation" at all. Bifurcation typically involves separating two claims or issues and then considering them sequentially. The purpose is to avoid unnecessarily litigating the second claim or issue if the first is resolved a certain way (e.g., determining liability first, so that issues of damages need not be considered unless and until the first phase results in a finding of liability). In stark contrast, there indisputably will not be a second phase in this case because this court has already ruled that there are no judicially manageable standards to provide OHA a remedy. OHA does not actually seek "bifurcation," but, rather, seeks a one-step-only ruling on liability, with no judicial remedy step ever to follow. Rather than "bifurcate" so that resolving a dependent issue (e.g., remedy) might be avoided once a preceding issue is determined (e.g., a ruling denying liability), OHA asks for the exact opposite: it asks this court to reach an issue that it has already determined need not be reached because no remedy can issue even if liability were found. Thus, rather than bifurcating to preserve scarce judicial resources, OHA asks for "bifurcation" to burden judicial resources for no practical purpose. (Emphasis in original.) After a hearing on the matter, the circuit court entered an order denying the plaintiffs request to bifurcate the justiciable and nonjusticiable issues. 4. Judgment and Notice of Appeal On May 19, 2004, the circuit court entered its final judgment in favor of the State and against the plaintiffs "as to all claims asserted against [the State] in plaintiffs' first amended complaint." The court also stated that "[t]here are no remaining claims" and that, in any case, "[a]ny remaining claims are dismissed without prejudice." On June 8, 2004, the plaintiffs filed a timely notice of appeal. II. STANDARDS OF REVIEW A. Motion to Dismiss Complaint A trial court's dismissal for lack of subject matter jurisdiction is a question of law, reviewable de novo. Moreover, we adopt the view of the Ninth Circuit Court of Appeals in Love v. U.S., 871 F.2d 1488 (9th Cir.1989), opinion amended on other grounds and superseded by Love v. United States, 915 F.2d 1242 (9th Cir.1989): Our review [of a motion to dismiss for lack of subject matter jurisdiction] is based on the contents of the complaint, the allegations of which we accept as true and construe in the light most favorable to the plaintiff. Dismissal is improper unless "it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief." Id. at 1491 (citations omitted). Norris v. Hawaiian Airlines, Inc., 74 Haw. 235, 239-40, 842 P.2d 634, 637 (1992) (brackets in original) (some citations omitted), aff'd, *780 512 U.S. 246, 266, 114 S.Ct. 2239, 129 L.Ed.2d 203 (1994). B. Motion for Leave to Amend Complaint Orders denying motions for leave to amend a complaint are reviewed for an abuse of discretion. See Hirasa v. Burtner, 68 Haw. 22, 26, 702 P.2d 772, 776 (1985). The trial court abuses its discretion if it bases its ruling on an erroneous view of the law or on a clearly erroneous assessment of the evidence. Stated differently, an abuse of discretion occurs where the trial court has clearly exceeded the bounds of reason or disregarded rules or principles of law or practice to the substantial detriment of a party litigant. Ranger Ins. Co. v. Hinshaw, 103 Hawai'i 26, 30, 79 P.3d 119, 123 (2003) (citation omitted). III. DISCUSSION A. Whether the Circuit Court Erred in Dismissing the Plaintiffs' First Amended Complaint As previously indicated, the circuit court dismissed plaintiffs' first amended complaint, essentially because the plaintiffs' damages, as requested in their complaint, presented a political question that collaterally attacked OHA I inasmuch as the damages were sought pursuant to Act 304, which this court had previously invalidated in OHA I. The plaintiffs' primary contention on appeal is that, contrary to the circuit court's conclusion that the requested damages were nonjusticiable, the complaint did request justiciable relief. The plaintiffs maintain that, in any case, the court was not limited to the relief pleaded in the complaint, but "had the obligation to formulate whatever appropriate remedies should flow from a finding of liability, even if it is not the relief prayed for by [the plaintiffs]." Additionally, the plaintiffs argue that the claims in the complaint were justiciable inasmuch as determining whether the State breached its trust or contractual duties is "for the courts to decide." In response, the State first argues that the complaint was properly dismissed inasmuch as the plaintiffs failed to state a claim upon which relief could be granted. Regarding the relief sought in the complaint, the State agrees with the circuit court and posits that, because the plaintiffs' relief relied upon the now-invalid Act 304, the complaint lacked justiciability. In considering the State's motion to dismiss, the circuit court, as previously stated, did not believe dismissal was warranted based on the State's arguments regarding statute of limitations, sovereign immunity, and res judicata. [FN14] Rather, the circuit court's dismissal was based on its conclusion that the plaintiffs' requested damages were nonjusticiable and that the complaint sought to collaterally attack OHA I. The court did not determine whether the complaint stated a claim upon which relief could be granted. Accordingly, as a threshold matter, we must determine whether the plaintiffs' complaint stated a claim upon which any relief could be granted. FN14. As more fully discussed infra, our affirmance of the circuit court's judgment in favor of the State is based on failure to state a claim, notice, and statute of limitation grounds. See Gold v. Harrison 88 Hawai'i 94, 103 n. 7, 962 P.2d 353, 362 n. 7 (1998) (stating that "[a]n appellate court may affirm a judgment of [the trial] court on any ground in the record that supports affirmance"). Thus, although the parties presented argument with respect to other grounds in support of their respective positions, our discussion is limited to the arguments raised that are related to dispositive issues of failure to state a claim upon which relief can be granted and statute of limitations. 1. The Plaintiff's Claims As previously indicated, the plaintiffs' complaint stated their claims as follows: The State breached its fiduciary duties as trustee of the native Hawaiian public trust, breached the Act 304 settlement, violated H.R.S. Chapter 10, violated Article XII, Section 4-6 of the Constitution of the State of Hawaii,[ [FN15]] violated the Contract Clause *781 of the United States Constitution, Article I, Section 10, clause 1, and is liable for misrepresentation and non-disclosure[.] FN15. Briefly stated, article XII, section 4 provides that the ceded lands "shall be held by the State as a public trust for native Hawaiians and the general public." Haw. Const. art. XII, § 4. Article XII, section 5 establishes OHA and states that "[OHA] shall hold title to all the real and personal property now or hereafter set aside or conveyed to it which shall be held in trust for native Hawaiians and Hawaiians." Haw. Const. art. XII, § 5. Article XII, section 6 details the powers of the OHA trustees. Haw. Const. art. XII, § 6. Accordingly, by positing that the State violated the foregoing sections of the Hawai'i Constitution, the plaintiffs argue that the State breached its duties as trustee of the public land trust. We note that the basis of each claim raised in the complaint is intertwined with the passage of the Forgiveness Act. Essentially, the plaintiffs allege that, had the State challenged the FAA Memorandum, Congress would not have passed the Forgiveness Act. The plaintiffs also allege that, had the State informed them of its decision not to challenge the memorandum, it would have afforded them the "fair opportunity to take measures to step into the State's position to oppose the FAA" and prevent the enactment of the Forgiveness Act. We address the parties' arguments and turn to whether each of the foregoing claims stated a claim upon which relief could be granted. a. the plaintiffs' claim for breach of settlement As previously indicated, the plaintiffs claimed that the State "breached the Act 304 Settlement" by failing to challenge the FAA Memorandum. A claim alleging breach of settlement requires that the plaintiffs establish that a settlement agreement, or contract, existed between the parties. See Harris v. DeSoto, 80 Hawai'i 425, 432, 911 P.2d 60, 67 (1996) ("a settlement agreement is a contract"). Therefore, the plaintiffs' claim for breach of settlement requires that they first establish that a contract or settlement agreement existed between them and the State. In the instant case, because the plaintiffs suggest that legislation--i.e., Act 304--constituted a contract or settlement agreement, this court must review the language of the act and the circumstances surrounding its enactment. See Koster v. City of Davenport, Iowa, 183 F.3d 762, 766 (8th Cir.1999) (citations omitted). The United States Supreme Court provides further explanation on the determination of whether legislation contractually binds government: For many decades, this Court has maintained that absent some clear indication that the legislature intends to bind itself contractually, the presumption is that "a law is not intended to create private contractual or vested rights but merely declares a policy to be pursued until the legislature shall ordain otherwise." Dodge v. Board of Education, 302 U.S. 74, 79, 58 S.Ct. 98, 100, 82 L.Ed. 57 (1937). See also Rector of Christ Church v. County of Philadelphia, 24 How. 300, 302, 16 L.Ed. 602 (1861) ("Such an interpretation is not to be favored"). This well-established presumption is grounded in the elementary proposition that the principal function of a legislature is not to make contracts, but to make laws that establish the policy of the state. Indiana ex rel. Anderson v. Brand, 303 U.S. 95, 104-105, 58 S.Ct. 443, 447- 448, 82 L.Ed. 685 (1938). Policies, unlike contracts, are inherently subject to revision and repeal, and to construe laws as contracts when the obligation is not clearly and unequivocally expressed would be to limit drastically the essential powers of a legislative body. Indeed, " '[t]he continued existence of a government would be of no great value, if by implications and presumptions, it was disarmed of the powers necessary to accomplish the ends of its creation.' " Keefe v. Clark, 322 U.S. 393, 397, 64 S.Ct. 1072, 1074, 88 L.Ed. 1346 (1944) (quoting Charles River Bridge v. Warren Bridge, 11 Pet. 420, 548, 9 L.Ed. 773 (1837)). Thus, the party asserting the creation of a contract must overcome this well-founded presumption, Dodge, supra, 302 U.S., at 79, 58 S.Ct., at 100, and we proceed cautiously both in identifying a contract within the language of a regulatory statute and in defining the contours of any contractual obligation. In determining whether a particular statute gives rise to a contractual obligation, "it is of first importance to examine the language of the statute." Dodge v. Board of Education, supra, at 78, 58 S.Ct., at 100. See also Indiana ex rel. Anderson v. Brand, supra, 303 U.S., at 104, 58 S.Ct., at 447 ("Where the claim is that the State's *782 policy embodied in a statute is to bind its instrumentalities by contract, the cardinal inquiry is as to the terms of the statute supposed to create such a contract"). "If it provides for the execution of a written contract on behalf of the state the case for an obligation binding upon the state is clear." 302 U.S., at 78, 58 S.Ct., at 100 (emphasis supplied). But absent "an adequate expression of an actual intent" of the State to bind itself, Wisconsin & Michigan R. Co. v. Powers, 191 U.S. 379, 386-387, 24 S.Ct. 107, 108-109, 48 L.Ed. 229 (1903), this Court simply will not lightly construe that which is undoubtedly a scheme of public regulation to be, in addition, a private contract to which the State is a party. Nat'l R.R. Passenger Corp. v. Atchison Topeka & Santa Fe Ry. Co., 470 U.S. 451, 465-67, 105 S.Ct. 1441, 84 L.Ed.2d 432 (1985) (some emphases in original, some added) (brackets in original); see also United States Trust Co. of New York v. New Jersey, 431 U.S. 1, 18 n. 14, 97 S.Ct. 1505, 52 L.Ed.2d 92 (1977) ( "In general, a statute is itself treated as a contract when the language and circumstances evince a legislative intent to create private rights of a contractual nature enforceable against the State."). Courts proceed cautiously in identifying those statutes which contractually bind the government to its terms because: Finding a public contractual obligation has considerable effect. It means that a subsequent legislature is not free to significantly impair that obligation for merely rational reasons. Because of this constraint on subsequent legislatures, and thus on subsequent decisions by those who represent the public, there is ... a higher burden to establish that a contractual obligation has been created. |