Boston & Maine Corp. v. State Tax Assessor

• Decision Date: 03 November 2005
• Citation: 2005 ME 114,884 A.2d 1165
• Parties: BOSTON & MAINE CORPORATION et al. v. STATE TAX ASSESSOR.
• Court: Maine Supreme Court

884 A.2d 1165

2005 ME 114

BOSTON & MAINE CORPORATION et al. v. STATE TAX ASSESSOR.

Supreme Judicial Court of Maine.

Argued: June 15, 2005.

Decided: November 3, 2005.

Glen Porter (orally), Eaton, Peabody, Bangor, for the plaintiffs.

G. Steven Rowe, Attorney General (orally), Michael Miller, Asst. Atty. Gen., Augusta, for the defendant.

Panel: SAUFLEY, C.J., and CLIFFORD, DANA, ALEXANDER, CALKINS, and LEVY, JJ.¹

CLIFFORD, J.

[¶ 1] Both the defendant, the State Tax Assessor, and the plaintiff Railroads, Boston & Maine Corporation and Portland Terminal Company, appeal from a summary judgment entered in the Superior Court (Kennebec County, Marden, J.) in favor of the Assessor on the Railroads' petition for review of the Assessor's decision denying certain expenditures as eligible for inclusion in calculating the Railroads' Maine Capital Tax Credit pursuant to M.R. Civ. P. 80C. Although we do so on alternate grounds, we affirm the judgment of the Superior Court.

I. BACKGROUND

[¶ 2] The parties do not dispute the material facts. Boston & Maine Corporation and the Portland Terminal Company (the Railroads) own and operate rail lines in Maine. In 1998, the Railroads reached an agreement with the State pursuant to which improvements to their railroad tracks would be funded by the Northern New England Passenger Rail Authority (NNEPRA), a governmental body authorized to expend public funds with the goal of promoting passenger rail service in Maine. See 23 M.R.S.A. § 8111 (Supp. 2004).

[¶ 3] The track improvements were accomplished and paid for between 1999 and 2001. Costs for the improvements paid for by the Railroads were reimbursed by NNEPRA, and outside contractors completing the improvements were paid by NNEPRA directly. The parties agree that no portion of the nearly $30 million that it cost to fund the track improvements in Maine ultimately came from any of the Railroads' own funds, and that all of the improvements were funded, either directly or indirectly, by NNEPRA.

[¶ 4] In April of 2002, the Railroads filed their State railroad tax returns for the 2001 taxable year claiming the expenditures for track improvements from 1999 to 2001 as capital expenditures to be included in the computation of their Capital Tax Credit pursuant to 36 M.R.S.A. § 2621-A(3)(B) (1990 & Supp.2004).² The Director of the Sales, Fuel, and Special Tax Division notified the Railroads by letter in June of 2002 that because NNEPRA, rather than the Railroads themselves, had actually funded the track improvements, such costs could not be included as expenditures made by the Railroads for purposes of calculating the credit. The Railroads requested reconsideration of the Director's decision pursuant to 36 M.R.S.A. § 151 (Supp.2004),³ and, following such reconsideration, the Director of the Maine Revenue Services Appellate Division again denied the Railroads' requested credit because of the source of the funds used to make the improvements.

[¶ 5] In February of 2003, pursuant to M.R. Civ. P. 80C, the Railroads sought review of the Assessor's decision in the Superior Court. Following discovery, the Assessor moved for a summary judgment, contending that the applicable statutes do not allow the Railroads to seek a credit for expenditures made by some other entity, in this case, NNEPRA. The Railroads filed a cross-motion for a summary judgment asserting that the language of the statute does allow them to include those expenditures in calculating their credit as a matter of law.

[¶ 6] The court entered a summary judgment in favor of the Assessor and denied the Railroads' motion for a summary judgment. Contrary to the contention of the Assessor, the court concluded that the Railroads, in calculating their Capital Tax Credit, are entitled to include amounts received from NNEPRA as expenditures because the State benefits from the increase in value to the Railroads as a result of the improvements. The Superior Court further concluded, however, that the Railroads could include the NNEPRA funds as expenditures in calculating their Capital Tax Credit only if the Railroads also included those amounts as corresponding income in their "Gross Transportation Receipts" (GTR) for the year in which the funds were received. In this case, because the Railroads used the accrual method of accounting, the income received by NNEPRA was not included in their GTR calculation until the 2002 taxable year. The court therefore determined that because the Railroads had not included the NNEPRA funds in their GTR for the taxable years in which the funds were received — including the 2001 taxable year at issue — they were not entitled to claim those amounts as expenditures in their Capital Tax Credit calculation for those years. This appeal by the Assessor and the cross-appeal by the Railroads followed.

II. DISCUSSION

[¶ 7] Both parties contend that the court erred in its entry of the summary judgment. The Assessor argues that the court incorrectly concluded that NNEPRA funds are eligible for inclusion as expenditures in calculating a railroad's Capital Tax Credit.⁴ The Railroads contend that the court was correct in determining that the statute allowed the expenditures for track improvements to be included in the Capital Tax Credit calculation. The Railroads argue, however, that the court wrongly concluded that they were not entitled to claim the NNEPRA expenditures in computing the credit solely because they did not include those amounts received from NNEPRA in 2001 in their GTR for that year.

[¶ 8] In reviewing the entry of a summary judgment, we examine the record to determine "whether the record supports the conclusion that there is no genuine issue of material fact and that the prevailing party is entitled to a judgment as a matter of law." Champagne v. Mid-Me. Med. Ctr., 1998 ME 87, ¶ 5, 711 A.2d 842, 844; M.R. Civ. P. 56. In doing so, we accept as true all uncontroverted facts in the record. Id. In this case, the parties agree as to all the pertinent underlying facts. They disagree as to the interpretation of the statutory provisions surrounding the Maine Capital Tax Credit. We review such issues of statutory interpretation de novo. Commerce Bank & Trust Co. v. Dworman, 2004 ME 142, ¶ 7, 861 A.2d 662, 665.

[¶ 9] Since 1881, the Maine Legislature has required that all railroads pay to the State "an annual excise tax for the privilege of exercising its franchises and the franchises of its leased roads in the State, which ... is in place of all taxes upon the property of such railroad." 36 M.R.S.A. § 2623 (1990); see also Me. Cent. R.R. Co. v. Halperin, 379 A.2d 980, 983 (Me.1977)

. Title 36 M.R.S.A. § 2624 sets out how the tax is calculated, that is, by comparing "[t]he amount of the gross transportation receipts for the year ended on the 31st day of December preceding the levying of the tax ... with the net railway operating income for that year." 36 M.R.S.A. § 2624 (1990). The tax imposed depends on the extent to which net railway operating income exceeds a certain percentage of GTR. 36 M.R.S.A. § 2624. For example, "[w]hen the net railway operating income does not exceed 10% of the gross transportation receipts, the tax shall be an amount equal to 3¼% of the gross transportation receipts." 36 M.R.S.A. § 2624.

[¶ 10] The Maine Capital Tax Credit is "a credit against the tax imposed by section 2624." 36 M.R.S.A. § 2621-A(3) (Supp.2004). "The credit shall be an amount equal to 45% of the expenditures for a taxable year related to capital investments, improvements or renovations to a railroad's operations in this State." 36 M.R.S.A. § 2621-A(3)(B). It is the construction of this language that is in dispute in this case.

[¶ 11] The Passenger Rail Service Act, 23 M.R.S.A. §§ 8001-8120 (Supp.2004), was enacted by the Legislature in 1995. The Act created NNEPRA to carry out the provisions of the Act in "promoting passenger rail service." 23 M.R.S.A. § 8111. The Act therefore vests NNEPRA with the power to:

take all actions that are reasonably necessary to initiate, establish or reinitiate regularly scheduled passenger rail service between points within this State and points within and outside this State. These actions may include, but are not limited to, the acquisition, holding, use, operation, repair, construction, reconstruction, rehabilitation, modernization, rebuilding, relocation, maintenance and disposition of railroad lines, railway facilities, rolling stock, machinery and equipment, trackage rights, real and personal property of any kind and any rights in or related to that property.

23 M.R.S.A. § 8003(1). To carry out its mission, NNEPRA may conduct studies, enter into contracts, acquire property, and reach agreements with governmental agencies. 23 M.R.S.A. § 8004. NNEPRA is therefore directed, as a public governmental body, to "seek and use funds necessary for the implementation of [the Passenger Rail Service Act], in an amount not less than $40,000,000, exclusive of any interest or other debt service or expenses paid for funds borrowed through bond issues or otherwise." 23 M.R.S.A. § 8005(1). Pursuant to these directives, NNEPRA funded, either directly or indirectly by reimbursing the Railroads, improvements to the railroad tracks in Maine completed by the Railroads from 1999 to 2001 at a total cost of close to $30 million. NNEPRA also funded railroad improvements in New Hampshire.

[¶ 12] The Assessor contends that the court misconstrued the statute in concluding that the Capital Tax Credit is available for all expenditures for capital investments pursuant to section 2621-A(3)(B), regardless of the source of the funds, and that the Railroads can claim the credit for improvements even though the cost of those improvements was ultimately borne by NNEPRA. We therefore have to determine whether the "expenditures" to which section 2621-A(3)(B) refers in directing the manner of calculating the credit include...