City of Winchester v. American Woodmark Corp.

• Decision Date: 03 November 1995
• Docket Number: No. 950013,950013
• Citation: 464 S.E.2d 148,250 Va. 451
• Parties: CITY OF WINCHESTER v. AMERICAN WOODMARK CORPORATION. Record
• Court: Virginia Supreme Court

Page 148

464 S.E.2d 148

250 Va. 451

CITY OF WINCHESTER v. AMERICAN WOODMARK CORPORATION.

Record No. 950013.

Supreme Court of Virginia.

Nov. 3, 1995.

Collins Denny, III (Alan D. Wingfield; Mark K. Flynn, City Attorney; and Mays & Valentine, on briefs), for appellant.

D. French Slaughter, III (Leon F. Szpetycki; and McGuire, Woods, Battle & Boothe, on brief), for appellee.

Virginia Association of Counties and Virginia Municipal League (C. Flippo Hicks; Howard W. Dobbins; Williams, Mullen, Christian & Dobbins, on brief), Amicus Curiae, in support of appellant.

Virginia Manufacturers Association (John Charles Thomas; William L.S. Rowe; Thomas McN. Millhiser; Carol C. Wampler; Hunton & Williams, on brief), Amicus Curiae, in support of appellee.

Virginia Chamber of Commerce (Kenneth H. Silverberg; Nixon, Hargrave, Devans & Doyle, on brief), Amicus Curiae, in support of appellee.

Present: All the Justices.

HASSELL, Justice.

I.

In this appeal, we consider whether Code §§ 58.1-1100 and -1101 authorize a city to tax certain personal property owned by a manufacturer.

II.

Relying upon the provisions of Code §§ 58.1-1100 and -1101(A), American Woodmark Corporation filed a pleading referred to as an "Application to Correct Erroneous Assessments of Local Taxes and Claim for Tortious Violation of Constitutional Rights" against the City of Winchester. American Woodmark sought a refund of $464,637 for taxes it had paid during the years 1989 through 1992.

Code § 58.1-1100 states in pertinent part:

Intangible personal property, including capital of a trade or business of any person, firm or corporation, ... is hereby segregated for state taxation only.

Code § 58.1-1101(A) states in pertinent part:

A. The subjects of taxation classified by this section are hereby defined as intangible personal property [taxable by the state]:

....

2. Capital which is personal property, tangible in fact, used in manufacturing ... businesses. Machinery and tools, motor vehicles and delivery equipment of such businesses shall not be defined as intangible personal property for purposes of this chapter and shall be taxed locally as tangible personal property according to the applicable provisions of law relative to such property.

American Woodmark alleged that its personal property is used in its manufacturing business and, therefore, is classified as intangible personal property under the provisions of Code § 58.1-1101(A)(2), not subject to local taxation under the provisions of Code § 58.1-3500. In response, the City asserted that American Woodmark's furniture, fixtures, office equipment, and computer equipment located in Winchester, are not used directly in a manufacturing facility in Winchester and, therefore, cannot be classified as intangible personal property. Accordingly, the City claimed that such property is subject to local taxation.

The trial court held that the personal property in question was classified as intangible personal property pursuant to Code §§ 58.1-1100 and -1101 and, therefore, was not subject to local taxation. The trial court entered a judgment including postjudgment interest in favor of American Woodmark. We awarded the City an appeal.

III.

The litigants have stipulated the relevant facts. American Woodmark, a Virginia corporation, maintains its corporate headquarters in Winchester. American Woodmark's executive officers, accounting personnel, credit management personnel, computer systems managers and operators, senior sales marketing personnel, operations and customer service personnel, and senior manufacturing officers work at the headquarters. "Functions performed at the corporate headquarters ... include establishing and monitoring overall corporate direction and strategy, overall management of American Woodmark's business, consolidated reporting of its financial information, approving extensions of credit to prospective customers, selling and marketing of cabinets and vanities produced by other American Woodmark facilities, invoicing sales, collecting accounts receivable, paying purchase invoices, maintaining a company wide computer network, and fulfilling the accounting, tax and regulatory compliance functions required to manage and operate the company's business activities."

American Woodmark purchases green lumber, other raw materials, and component parts and uses these items to manufacture kitchen cabinets and bathroom vanities at certain manufacturing facilities located in several states. American Woodmark does not manufacture any kitchen cabinets or bathroom vanities either at its corporate headquarters or at any other location in Winchester.

American Woodmark has distribution facilities, warehouses, service centers, and sales offices throughout the United States. These facilities are part of "a computer network which is controlled by and operates through a large mainframe computer located at American Woodmark's corporate headquarters in ... Winchester.... The computer system is used to provide data and information to the appropriate company personnel to enable ... them to make informed decisions and to manage their areas of responsibility." This computer system is an integral part of American Woodmark's corporate operations and is used for such vital purposes as: the acquisition of raw materials and components; distribution and sales of cabinets and vanities; inventory control; and billing and accounts receivables. The computer system is not directly used in product design or research and development.

IV.

A.

The City argues that American Woodmark's personal property located at its corporate office is subject to local taxation because American Woodmark's headquarters is not a manufacturing business under the provisions of Code § 58.1-1101(A), and the personal property in issue is not "used in" that business. Alternatively, the City contends that if the property is used in a manufacturing business within the City, it is a part of the "machinery and tools of" that manufacturing business and thus taxable under the provisions of Code § 58.1-1101(A)(2).

To buttress its position, the City asserts that the intangible property located in American Woodmark's corporate headquarters cannot be deemed capital used in a manufacturing business because American Woodmark does not manufacture any products within Winchester's geographical boundaries. The City further argues that Code §§ 58.1-1100 and -1101 are tax exemptions and must be strictly construed against the taxpayer.

American Woodmark contends that it is a manufacturing business within the plain meaning of Code §§ 58.1-1100 and -1101 and that the furniture, fixtures, office equipment, and computer equipment in its corporate headquarters are "used in" its manufacturing business even though no products are specifically manufactured in Winchester. We agree with American Woodmark.

We first determine whether Code §§ 58.1-1100 and -1101(A)(2) are tax exemptions, construed against American Woodmark, or limitations on the City's power to tax personal property, construed against the City. In another context, we have broadly defined "exemption" as "[f]reedom from a general duty or service; immunity from a general burden, tax, or charge." National R.R. Passenger Corp. v. Catlett Volunteer Fire Co., Inc., 241 Va. 402, 410, 404 S.E.2d 216, 220 (1991) (quoting Black's Law Dictionary at 571). Another authority defines "exemption" as "freedom from any charge or obligation to which others are subject." Webster's Third New International Dictionary 795 (1986 ed.).

Code §§ 58.1-1100 and -1101(A)(2) do not provide freedom from the City's personal property tax to which other entities are subject, but rather classify certain personal property, tangible in fact, as intangible personal property and segregate that property for state taxation only. See City of Roanoke v. Michael's Bakery Corp., 180 Va. 132, 143-54, 21 S.E.2d 788, 793-98 (1942) (discussing history of segregation and classification of personal property for taxation). These statutes also prohibit the City from assessing a personal property tax upon property within this classification.

And, it is well established in Virginia that a municipal corporation, such as the City, can only derive its taxing power through positive grants of authority from the General Assembly. Whiting v. Town of West Point, 89 Va. 741, 743, 17 S.E. 1, 2 (1893). Therefore, we hold that Code §§ 58.1-1100 and -1101(A)(2) reflect the General Assembly's decision not to grant a specific taxing power to the City, and these statutes must be treated as general tax statutes. Thus, the following principle is applicable here:

[S]tatutes imposing taxes are to be construed most strongly against the government, and in favor of the citizen, and are not to be extended by implication beyond the clear import of the language used. Whenever there is a just doubt, 'that doubt should absolve the taxpayer from his burden.'

Commonwealth Natural Resources, Inc. v. Commonwealth, 219 Va. 529, 537-38, 248 S.E.2d 791, 796 (1978); accord, Commonwealth v. P. Lorillard Co., 129 Va. 74, 81-82, 105 S.E. 683, 685 (1921).

We also observe that when we interpret unambiguous statutes, such as Code §§ 58.1-1100 and -1101(A)(2), we apply the plain meaning rule.

While in the construction of statutes the constant endeavor of the courts is to ascertain and give effect to the intention of the legislature, that intention must be gathered from the words used, unless a literal construction would involve a manifest absurdity. Where the legislature has used words of a plain and definite import the courts cannot put upon them a construction which amounts to holding the legislature did not mean what it has actually expressed.

City of Virginia Beach v. ESG Enterprises, Inc., 243 Va. 149, 152-53, 413 S.E.2d 642, 644 (1992).

Applying these principles, we hold that American Woodmark's personal property in question constitutes capital used in manufacturing businesses that...