Ambrogi v. Koontz

• Court: Virginia Supreme Court
• Writing for the Court: Before CARRICO; COCHRAN
• Citation: Ambrogi v. Koontz, 297 S.E.2d 660, 224 Va. 381 (1982)
• Decision Date: 03 December 1982
• Docket Number: No. 801408,801408
• Parties: , 7 Ed. Law Rep. 1079 Lawrence R. AMBROGI, etc. v. S. Roger KOONTZ, et al. Record

Page 660

297 S.E.2d 660

224 Va. 381, 7 Ed. Law Rep. 1079

Lawrence R. AMBROGI, etc. v. S. Roger KOONTZ, et al.

Record No. 801408.

Supreme Court of Virginia.

Dec. 3, 1982.

George W. Johnston, III, Winchester (Kuykendall, Costello & Hanes, P.C., Winchester, on briefs), for appellant.

William A. Johnston, Winchester (Bruce E. Downing, Harrison & Johnston, Winchester, on brief), for appellees.

Before CARRICO, C.J., and COCHRAN, POFF, COMPTON, THOMPSON, STEPHENSON and RUSSELL, JJ.

COCHRAN, Justice.

S. Roger Koontz and R. Thomas Malcolm, who held administrative positions in the public school system of Frederick County, filed a bill for declaratory judgment in the trial court against Lawrence R. Ambrogi, the Commonwealth's Attorney of the County. Koontz and Malcolm sought a determination whether, as members of the Board of Supervisors, they were prohibited by the Virginia Conflict of Interests Act (the Act), Code §§ 2.1-347 to -358, from voting on the appointment of members to the County School Board.

The facts were stipulated. Koontz, Chairman of the Board of Supervisors, was elected in 1975 and took office in January of 1976. He had been employed by the School Board continuously since 1951 and was a school principal at the time this suit was brought. Malcolm also was elected to the Board of Supervisors in 1975 and took office in January of 1976. He had been employed by the School Board continuously since 1965 and was a general supervisor of instruction when this litigation began.

The Act became effective in 1970. Acts 1970, c. 463. Code § 2.1-352 provides in pertinent part as follows:

Any officer or employee of any governmental agency or advisory agency who knows, or may reasonably be expected to know, that he has a material financial interest in any transaction, not of general application, in which the agency of which he is an officer or employee is or may be in any way concerned, shall disclose such interest to the governing board thereof, and disqualify himself from voting thereon or participating in any consideration thereof in behalf of such agency.

As amended in 1971, § 2.1-348, the definition section of the Act, provides:

As used in this chapter:

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(f) "Material financial interest" shall include a personal and pecuniary interest accruing to an officer or employee or to his spouse or to any other relative who resides in the same household. Notwithstanding the foregoing:

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* * * (5) The provisions of this chapter relating to personal service or employment contracts shall not apply to any persons who were regularly employed by the same governmental agency or unit of government on or prior to June thirty, nineteen hundred seventy-one, with regard to personal service or employment contracts with such governmental agency or unit of government. [Emphasis added].

The trial court, acknowledging that exemptions from statutory restrictions are "often" narrowly construed, was of the opinion that the exemption of § 2.1-348(f)(5) was broadly drafted without limiting exceptions. The court ruled, therefore, that Koontz and Malcolm were exempted by this grandfather clause from the strictures of the Act. Without this exemption, the court added, Code § 2.1-352 would have prohibited them from voting on the appointment of members to the School Board because, as School Board employees themselves, Koontz and Malcolm would have had a "material financial interest" in that "transaction." By decree entered June 5, 1980, the court denied Ambrogi's Motion to Reconsider and declared that Koontz and Malcolm were exempt because each was regularly employed by the School Board on or before June 30, 1971.

Ambrogi contends that the grandfather clause merely validates the personal service contracts of persons who on the effective date of the 1971 amendment were employed in a dual capacity otherwise proscribed by the Act. He says that Koontz and Malcolm were not exempted from the Act because, although regularly employed by the School Board on the effective date of the Act, they were not at that time members of the Board of Supervisors.

Koontz and Malcolm argue that § 2.1-348(f)(5) is clear and unambiguous and was intended to exempt employment relationships existing at the effective date of the 1971 amendment from the definition of "material financial interest." Since § 2.1-352 requires them to abstain from voting only when they have a "material financial interest" in the transaction, they say that the effect of § 2.1-348(f)(5) is to suspend the operation of § 2.1-352 where the "material financial interest" is created by a grandfathered employment relationship such as their employment by the School Board.

Where the language of a statute is clear and unambiguous rules of statutory construction are not required. See Harbor Cruises v. Commonwealth, 217 Va. 458, 460, 230 S.E.2d 248, 250 (1976). However, § 2.1-348(f)(5) must be read as a part of the entire Act rather than as an independent statute. Examining the language of § 2.1-348(f)(5), we observe that it limits the Act's provisions "relating to personal service or employment contracts." The grandfather clause states that such provisions "shall not apply to any persons" employed by the government before 1971 "with regard to personal service or employment contracts with such governmental agency or unit of government."

The language of § 2.1-348(f)(5) is ambiguous in two respects. First, whether § 2.1-352 is a provision "relating to personal service or employment contracts" is uncertain from the face of the Act. Thus, although § 2.1-349.1 specifically refers to and deals with employment relationships, § 2.1-352, by contrast, makes no direct reference to employment relationships and focuses on conflicts in governmental decisionmaking.

Second, whether the application of § 2.1-352 which Koontz and Malcolm seek to avoid is one "with regard to personal service or employment contracts" is also unclear from the statutory language alone. The phrase could mean the grandfather clause protects grandfathered employees only where the validity of their employment is directly challenged. Read this way, § 2.1-348(f)(5) would not shelter Ambrogi and Koontz in this case since their jobs are not threatened. Alternatively, the quoted words could suspend any application of the Act which directly or indirectly affects a grandfathered employment relationship. Under this interpretation, Ambrogi and Koontz would be protected from the Act as the conflict in this case does arise out of employment relationships. Furthermore, allowing Koontz and Malcolm to vote on the selection of School Board members could indirectly affect their employment contracts with the School Board, just as barring them from voting would limit them in the performance of their duties as County Supervisors.

When the proper construction of a law is not clear from the words of a statute, the legislative intent is to be " 'gathered from the occasion and necessity of the law, ... the causes which moved the Legislature to enact it.' " Vicars v. Sayler, 111 Va. 307, 309, 68 S.E. 988, 989 (1910) (quoting Fox's Adm'r v. Commonwealth, 57 Va. [16 Gratt.] 1, 9 (1860)); see also Richmond v. Sutherland, 114 Va. 688, 691-93, 77 S.E. 470, 471-72 (1913). We turn, therefore, to the legislative history of the Act, as the events that prompted this legislation may illuminate the intent of the General Assembly in enacting the grandfather clause.

The Act in § 2.1-347 provided that it repealed and superseded all general and special acts which were inconsistent with it. Shortly after the adoption of the Act, the Attorney General ruled that the Act prohibited a governmental agency such as a school board from employing persons who were married to each other or who were related and lived in the same household. The Attorney General concluded that the Act would invalidate certain preexisting employment contracts. See 1970-71 Report of the Attorney General 439 (1970); 1969-70 Report of the Attorney General 313 (1970). Under this construction, the new Act was apparently read as implicitly repealing § 22-206 (Repl.Vol.1969) which had previously exempted from certain conflict-of-interest provisions teachers who were already employed by the School Board at the time that a conflict arose by virtue of a close relative's appointment to the School Board or selection as superintendent.

The record in the present case reflects that in July of 1970, the Virginia Education Association, Incorporated, obtained a temporary injunction in the Circuit Court of the City of Richmond prohibiting the Commonwealth and the Attorney General from enforcing the provisions of the Act in derogation of the employment by the Commonwealth, or any of its boards, commissions, agencies, or...