Maierhoffer v. GLS Capital, Inc.

• Decision Date: 14 May 1999
• Citation: 730 A.2d 547
• Parties: Catherine B. MAIERHOFFER, individually and on behalf of herself and all others similarly situated, Appellant, v. GLS CAPITAL, INC. and the County of Allegheny.
• Court: Pennsylvania Commonwealth Court

730 A.2d 547

Catherine B. MAIERHOFFER, individually and on behalf of herself and all others similarly situated, Appellant, v. GLS CAPITAL, INC. and the County of Allegheny.

Commonwealth Court of Pennsylvania.

Argued February 10, 1999.

Decided May 14, 1999.

Bernard S. Rubb, Sewickley, for appellant.

George M. Janocsko, Pittsburgh, for appellees.

Before COLINS, President Judge, and McGINLEY, J., PELLEGRINI, J., FRIEDMAN, J., KELLEY, J., FLAHERTY, J.,and LEADBETTER, J.

LEADBETTER, Judge.

Appellant Catherine B. Maierhoffer appeals an order of the Court of Common Pleas of Allegheny County (trial court), which dismissed her complaint with prejudice. At issue is whether a county may assign its tax liens.

Appellant failed to pay property taxes on certain real property she owns in Allegheny County (County) for the years 1982, 1985-89 and 1991-95.¹ As a result, pursuant to the Municipal Claims and Tax Liens Act (Act),² the County secured a lien against the property. On June 23, 1997, the County initiated a scire facias proceeding³ to collect the taxes due. In September 1997, the County assigned approximately 23,800 tax liens, including the lien on appellant's property, to GLS Capital, Inc. (GLS).⁴ The aggregate value of the liens was approximately $38 million and the sale price was $34.3 million. On April 13, 1998, GLS filed a Praecipe to Reissue Writ of Scire Facias against appellant, which was granted. Thereafter, GLS moved for and was granted judgment against appellant in the amount of $10,385.55.⁵ On October 7, 1998, GLS requested a writ of execution and scheduled a sheriff's sale of appellant's property for December 7, 1998.

On December 2, 1998, appellant filed a class action complaint on behalf of herself and all other similarly situated owners of real property in the County seeking a declaratory judgment that the County lacks authority to assign tax liens.⁶ GLS agreed to continue the December 7, 1998, sheriff's sale until January 1999, and filed preliminary objections to the complaint and a motion for summary judgment. After argument on the issue of whether the County's tax liens are assignable, on December 17, 1998, the trial court dismissed appellant's complaint, concluding, inter alia, that Section 33 of the Act⁷ authorizes the assignment of tax liens by a county.⁸ This appeal followed.

On appeal, appellant's principal argument is that the trial court erred in concluding that municipal tax liens are assignable under the Act. Appellant also argues that: (1) the remedies provided in the Act do not preclude the trial court from granting a declaratory judgment; (2) the trial court's findings of fact are unsupported by evidence in the record; and (3) appellant has standing to represent the class in this action. Because we conclude as a matter of law that tax liens are assignable under the Act, we need not address the other issues.

The Act authorizes and sets forth the procedures by which a municipality may file tax claims⁹ and municipal claims,¹⁰ which upon filing become liens against the subject property. Section 33 of the Act provides:

Any claim filed or to be filed, under the provision of this act, and any judgment recovered thereon, may be assigned or transferred to a third party, either absolutely or as collateral security, and such assignee shall have all the rights of the original holder thereof.

Where the claim has been paid in full by one of several defendants therein, whether originally named as such or allowed to intervene and defend, it shall be satisfied of record as to him, and marked to his use as against the other defendants, pro rata, according to their respective interests in the property bound by the claim.

53 P.S. § 7147 (emphases added).

Appellant asserts, in essence, that Section 33 does not mean what it says. She argues that "any claim" necessarily refers only to municipal claims, and not to tax claims, because tax claims cannot be assigned to a "third party." She argues that a tax claim assignment involves only two parties, the municipality and the assignee, while a municipal claim assignment often involves three parties—the municipality (the first party), the use plaintiff¹¹ (the second party) and the assignee of the use plaintiff (the third party). From this, she asserts that because there is no "third party" involved in the initial tax claim, there is no one to whom the tax claim may be assigned.

We cannot accept appellant's strained reading of the Act. Statutes are presumed to employ words in their popular and plain everyday sense. Treaster v. Union Township, 430 Pa. 223, 229, 242 A.2d 252, 255 (1968). "Words and phrases shall be construed according to rules of grammar and according to their common and approved usage." 1 Pa.C.S. § 1903. We need look no further than this rule of construction to construe Section 33 of the Act.¹² In common usage, "any" means "one or more indiscriminately from all."¹³ It is inclusive. As our Supreme Court stated in construing the phrase "benefits ... are exempt from any State or municipal tax" in Belefski Estate, 413 Pa. 365, 196 A.2d 850 (1964):

[I]t is highly significant that the legislature, in its description of the taxes to be exempted, stated that the exemption was to be extended to any state tax. The word "any" is generally used in the sense of "all" or "every" and its meaning is most comprehensive.... [T]he legislative employment of the word "any" adds further emphasis to the conclusion that it was the legislative intent to exempt the proceeds of the Fund from all taxes, whether such taxes be on the property, the transfer of such property or on the privilege of succession after death to such property.

413 Pa. at 375-76, 196 A.2d at 855. Similarly, since the subject of the Act encompasses both tax claims and municipal claims, "any claim filed ... under the provisions of this Act" includes both.

Moreover, in everyday usage and understanding, the term "third party" means a party that is a stranger to the transaction or agreement at hand.¹⁴ Indeed, in the no less than 250 times that the phrase "third party" appears in our Pennsylvania statutes, its meaning is generally consistent with the above definitions. For example, the Pennsylvania Commercial Code provides that "party," "[a]s distinct from `third party,' means a person who has engaged in a transaction or made an agreement within this title." 13 Pa.C.S. § 1201. The Comment to Section 2326 of the Commercial Code states that "the general policies of the Act ... require good faith not only between the parties to the sales contract, but as against interested third parties." 13 Pa.C.S. § 2326, Comment 3. Similarly, "third party" is used in numerous other statutes to indicate a party that is not a principal to the subject transaction or agreement; 53 P.S. § 27401 ("If a property has not been redeemed and has not been purchased by a third party at the treasurer's sale for the upset price or more, the city, at its option, may take title"); 15 Pa.C.S. § 2322(c) ("Any person desiring to transfer shares in a transaction... shall obtain an offer from a third party who meets the requirements"); 62 P.S. § 432.19 ("All conditions of eligibility for assistance shall be verified prior to authorization of assistance or during a redetermination of a recipient's eligibility, unless the verification is pending from a third party and the applicant has cooperated in the verification attempt"); and 53 P.S. § 12720.405(a) ("... Such pledge, lien and charge shall be fully perfected as against the city, all creditors thereof and all third parties").

Each of these statutes implicitly defines "third party" in accordance with its plain and ordinarily accepted meaning, and we see no reason in law or logic to construe Section 33 in a different manner. See Meier v. Maleski, 670 A.2d 755, 759 (Pa. Cmwlth.1996), aff'd, 549 Pa. 171, 700 A.2d 1262 (1997) ("When the language of a statute is clear and free from all ambiguity, any further deliberation as to its meaning is unwarranted.").

Examination of the entire Act bolsters this conclusion. Certain sections of the Act relate exclusively to tax claims or to municipal claims, but not to both.¹⁵ Thus, the Legislature clearly knew how to limit provisions to one type of claim or another. It did not do so in Section 33. Thus, the words, "any claim filed ... under the provisions of this Act," when taken in the context of the Act and when construed according to common usage, are properly interpreted as "any tax or municipal claim filed under the provisions of the Act," and under Section 33, a municipality may assign any claim, tax or municipal, to a party that is a stranger to the original transaction, here GLS.¹⁶

Accordingly, the order of the trial court is affirmed.

ORDER

AND NOW, this 14th day of May, 1999, the order of the Court of Common Pleas of Allegheny County in the above captioned matter is hereby affirmed.

FRIEDMAN, Judge, dissenting.

I respectfully dissent. Unlike the majority, I do not believe that section 33 of the Municipal Claims and Tax Liens Act (Act)¹⁷ authorizes a county to assign tax liens. Thus, I would reverse the order of the Court of Common Pleas of Allegheny County (trial court) dismissing Catherine B. Maierhoffer's complaint.

Section 33 of the Act, 53 P.S. § 7147 (emphasis added), provides in pertinent part as follows:

Any claim filed or to be filed, under the provisions of this act, and any judgment recovered thereon, may be assigned or transferred to a third party, either absolutely or as collateral security, and such assignee shall have all the rights of the original holder thereof.

The majority interprets section 33 of the Act to mean that a municipality may assign any claim, tax or municipal, to a party that is a stranger to the original transaction. (Majority op. at 551.) For the following reasons, I cannot accept this interpretation.

The phrase "third party" in section 33 of the Act presupposes the existence of an agreement,...