Kaczorowski v. Mayor and City Council of Baltimore

• Citation: 525 A.2d 628,309 Md. 505
• Decision Date: 01 September 1986
• Docket Number: No. 162,162
• Parties: William KACZOROWSKI v. MAYOR AND CITY COUNCIL OF BALTIMORE et al. ,
• Court: Court of Appeals of Maryland

Page 505

309 Md. 505

525 A.2d 628

William KACZOROWSKI v. MAYOR AND CITY COUNCIL OF BALTIMORE et al.

No. 162, Sept. Term, 1986.

Court of Appeals of Maryland.

May 15, 1987.

Frederic M. Brandes (Peter G. Angelos, on the brief) Baltimore, for appellant.

Roger D. Redden (Francis B. Burch, Jr., Sheila Mosmiller Vidmar and Piper & Marbury for appellee Indus. Development Authority of the Mayor and City Council of Baltimore.

James R. Eyler (S. Nelson Weeks and Miles & Stockbridge and Benjamin L. Brown, City Solicitor and Robert Edelson, Asst. City Solicitor for appellee Mayor and City Council of Baltimore all on joint brief of appellees) Baltimore.

Argued before MURPHY, C.J., and ELDRIDGE, COLE, RODOWSKY, COUCH, McAULIFFE and ADKINS, JJ.

ADKINS, Judge.

We shall here hold that the Industrial Development Authority of the Mayor and City Council (the Baltimore Authority) is not defunct, as claimed by appellant, William Kaczorowski (Kaczorowski), but is, instead, still a viable entity, as contended by appellees, the Mayor and City Council of Baltimore (the City) and the Baltimore Authority.

I.

The facts underlying this controversy, which boils down to a question of statutory construction, are largely undisputed. We outline them.

In the beginning (which for present purposes means immediately before the opening of the 1976 session of the General Assembly) Art. 41 of the Annotated Code of Maryland (1971 Repl. Vol., 1975 Supp.) contained §§ 266A-266I, under the subheading "Industrial Buildings for Counties and Municipalities." These sections authorized counties and municipalities to issue bonds to fund industrial buildings, port facilities, and pollution control facilities. In addition, Art. 41, §§ 266J-266CC, under the subtitle "Maryland Industrial Development Financing Authority Act," created that authority (MIDFA). It was authorized to lend money, secured by mortgages, to local development corporations, municipalities, or counties, or their instrumentalities, for the general purpose of promoting industrial projects.

The legislature apparently sought improved or additional ways of achieving these ends. By Chapter 421, Acts of 1976, (the Maryland Economic Development Bond Act--hereinafter the Bond Act) it added §§ 266A(f), 266A-1, 266A-2, and 266A-3 to Art. 41. Chapter 421 was

FOR the purpose of authorizing counties and municipalities to create industrial development authorities; [and] conferring on these authorities the power to issue revenue bonds and act as mortgagors under the Maryland Industrial Development Financing Authority Act to the same extent as the incorporating county [sic ] and municipalities....

As advertised in its title, the Bond Act provided for the creation of local industrial development authorities; for the structure, functions, power, and operating procedures of these authorities; and for their termination "by legislative act" of the incorporating municipality or county.

In 1979 the City enacted Ordinance No. 1144, establishing the Baltimore Authority, the existence of which is now at issue, "... under Sections 266A-1, 266A-2 and 266A-3" of Art. 41. The Baltimore Authority was duly incorporated in that same year. The tale so far is simple and straightforward. But we now turn to the series of legislative actions that caused the problem in this case--actions that produced a situation aptly described in the trial court as "screwed up."

Chapter 791, Acts of 1982 concerned the Bond Act. It was adopted

FOR the purpose of enacting new provisions permitting counties, municipal corporations, and industrial development authorities to issue revenue bonds to assist the financing of all types of buildings, structures, facilities, and property interests for stated economic development, port and pollution control purposes....

The 1982 legislation sought to accomplish those ends by repealing, so far as is here pertinent, then-existing §§ 266A-266I, inclusive, of Art. 41, and by enacting new §§ 266A-266I, inclusive, under the new subtitle "Maryland Economic Development Bond Revenue Act." New § 266C restated, with insubstantial changes, the provisions that were contained in §§ 266A-1 through 266A-3. Section 3 of Ch. 791 was a savings provision that "validated, ratified and confirmed" the "validity of all bonds heretofore issued [under the prior law] and outstanding on the effective date [1 June 1982] of this Act...." It further provided

that any industrial development authority existing on June 30, 1982 pursuant to the provisions of law hereby repealed may continue to exist as previously authorized after the effective date of this Act, subject to and with the benefits of the provisions of this Act.

When what later became Ch. 791 was introduced as SB 215, it was completely consistent with the objectives we have outlined. One of its function clauses called for the repeal of "Sections 266A through 266I inclusive, and the subtitle 'Industrial Buildings for Counties and Municipalities.' " Section 1 of the introductory bill in fact would have repealed those subsections and that subtitle. Section 2 contained the bulk of the savings provision that later became Section 3. Section 3 (which finally became section 4) enacted new §§ 266A-266I. But the introductory bill was amended, and amended in a careless fashion. A new section 1 (not substantively important here) was inserted. Old section 1 became section 2 and was amended so that the only sections repealed were 266A, 266B(a) through (f) and 266C through 266I. See Maryland Senate Journal, Vol. I at 199, Vol. II at 1119-1120 (1982). In other words, the language repealing §§ 266A-1 through 266A-3 was deleted from the bill, perhaps under the erroneous notion that they were subdivisions of § 266A. On the face of things as they stood on 1 June 1982, those three sections remained on the statute book as part of Art. 41, along with the mostly overlapping provisions of new § 266C.

In November 1982 the City Council enacted Ordinance No. 808, restricting the power of the Baltimore Authority by requiring any bond issue of the Baltimore Authority to be approved by resolution of the City. That Ordinance made reference to § 266A-3(e), which provided authority similar to that contained in § 266C(k), as enacted by Ch. 791.

By its 1983 session, the General Assembly apparently had become aware that something was amiss. To a bill (HB 1444) overhauling the MIDFA Act it added a section 3 repealing §§ 266A-1 through 266A-3 of Art. 41, effective 1 July 1983. The title of the bill, which became Ch. 73, Acts of 1983, reflects that one of its purposes was to correct "certain errors in Chapter 791 of the Laws of Maryland of 1982 by repealing" those sections. The 1983 enactment also contained, in section 4, a provision validating, ratifying and confirming "the validity of all loans made and bonds heretofore issued under the Maryland Industrial Development Financing Authority Act ..., any insurance agreement, heretofore entered into under that Act ..., and any transaction affected by or flowing from the provisions of law hereby repealed, and entered into or officially acted on by the Authority or any public body before the effective date of this Act...."

In 1986 the City adopted Resolution 92, amending the charter of the Baltimore Authority pursuant to § 266C, in order to conform the charter to the provisions of Art. 41, §§ 266A through 266I, as enacted by Ch. 791 of 1982. It also adopted Resolution No. 93, giving the Baltimore Authority power to issue, sell and deliver $100,000,000 in revenue bonds. Those bonds were issued on 28 August 1986. Some three months later appellant Kaczorowski filed this action in the Circuit Court for Baltimore City.

Kaczorowski's complaint sought, among other things, a declaration that "the Industrial Development Authority of the Mayor and City Council of Baltimore is defunct for all financial transactions instituted after July 1, 1983" and a "permanent injunction against any and all new financial transactions by" the Baltimore Authority. On 6 January 1987 Judge Kaplan declared:

that the Industrial Development Authority of the Mayor and City Council of Baltimore is a validly existing corporate body and has continued as such since its incorporation; that all transactions undertaken and/or performed by the Industrial Development Authority of the Mayor and City Council of Baltimore were undertaken and/or performed by a validly existing corporate body; that the Articles of Amendment approved by the Mayor and City Council of Baltimore in Ordinance 808 are valid and effective; that the Articles of Amendment approved by the Mayor and City Council of Baltimore in Resolution 92 are valid and effective; and that Resolution 93 approved by the Mayor and City Council of Baltimore and the action taken pursuant thereto is valid and effective.

Kaczorowski appealed to the Court of Special Appeals. Because of the importance of the matter, we granted certiorari before argument in that court, and advanced the case on our docket.

II

Kaczorowski's attack on the Baltimore Authority is direct and simple. Chapter 791 of 1982 unambiguously did not repeal §§ 266A-1 through 266A-3. It unambiguously created an alternative mechanism for creating an industrial development authority (new § 266C). The savings clause contained in section 3 is also unambiguous; it merely reaches "an impossible result" because there is nothing to save. Chapter 73 of 1983 unambiguously did repeal §§ 266A-1 through 266A-3. Since it was under these sections that the Baltimore Authority had been formed and since they were repealed in 1983, the Baltimore Authority is no more. The 1983 savings clause by its plain wording does not save it. We cannot add words to the 1982 or 1983 enactments to somehow transfer authorization for the Baltimore Authority from former §§ 266A-1 through 266A-3 to new § 266C. In support of these arguments Kaczorowski cites cases such as Comptroller v. Fairchild Industries, 303 Md....