Satterlee v. Gulf Coast Waste Disposal Authority

• Decision Date: 01 November 1978
• Docket Number: No. B-7400,B-7400
• Citation: 576 S.W.2d 773
• Parties: Elroy M. SATTERLEE, Tax Assessor-Collector, Pasadena Independent School District, et al., Petitioners, v. GULF COAST WASTE DISPOSAL AUTHORITY et al., Respondents.
• Court: Texas Supreme Court

Page 773

576 S.W.2d 773

Elroy M. SATTERLEE, Tax Assessor-Collector, Pasadena Independent School District, et al., Petitioners, v. GULF COAST WASTE DISPOSAL AUTHORITY et al., Respondents.

No. B-7400.

Supreme Court of Texas.

Nov. 1, 1978.

Rehearing Denied Dec. 29, 1978.

Baskin, Fakes & Stanton, Stanley D. Baskin, Pasadena, Joe Resweber, County Atty., Larry W. Hays and Paul Bibler, Jr., Asst. County Attys., Houston, for petitioners.

Fulbright & Jaworski, Rufus Wallingford, Baker & Botts, Frank G. Harmon, M. L. Skelton, Butler, Binion, Rice, Cook & Knapp, Donald B. McFall, Vinson, Elkins, Searls, Connally & Smith, Ben H. Rice, III, Andrews, Kurth, Campbell & Jones, Lawrence L. Bellatti, Houston, for respondents.

STEAKLEY, Justice.

This suit was instituted by Gulf Coast Waste Disposal Authority, a political subdivision of Texas, ¹ against the taxing authorities of Harris County and of the Pasadena Independent School District. Its purpose was to obtain a judicial declaration that a tract of real property of approximately 35 acres located within the County and School District, together with all improvements thereon, is exempt from taxation. The property in question will be identified later. In the course of pleadings filed in the proceeding, the taxing authorities assumed the position of counter-claimants. As such they sought judgment for taxes legally due; the Authority and five private industries Champion International Corporation, Atlantic Richfield Company, Air Products and Chemicals, Inc., Crown Central Petroleum Corporation, and Petro-Tex Chemical Corporation were named as counter-defendants.

The trial court ruled that the property in question was exempt from taxation and decreed that the taxing authorities take nothing under their counter-claims. This judgment was affirmed by the Court of Civil Appeals. 561 S.W.2d 869.

The Authority acquired legal title to the property in a transaction represented by two written instruments: a Facilities Agreement dated August 24, 1972, and a subsequent limited conveyance termed a Special Warranty Deed dated June 4, 1973. The signatories to the Facilities Agreement were the Authority, Champion International Corporation, Air Products and Chemicals, Inc., Atlantic Richfield Company, Crown Central Petroleum Corporation and Petro-Tex Chemical Corporation. The Grantor in the subsequent conveyance was Champion International Corporation.

Article VIII, § 2(a) of the Texas Constitution provides that ". . . the legislature may, by general laws, exempt from taxation public property used for public purposes . . . ."

The enabling statute, Article 7150, § 4, ² provides that there shall be exempt from taxation "All property, whether real or personal The initial problem to be solved is whether these instruments, when viewed in their entirety, vested exclusive ownership of the property in the Authority as required for tax exemption. We hold that they did not.

Belonging exclusively to this State, or any political subdivision thereof, . . . ." ³

It was stated in Recital 4 of the Facilities Agreement that "the Authority proposes to construct an integrated regional waste collection, treatment and disposal system sufficient to receive, treat and dispose of industrial waste from Participants' plants."

Recital 7 of the Agreement recognized the economic value flowing to the participating private industries: "The Authority has determined that it can collect, treat and dispose of the industrial waste of the Participants by the purchase and/or construction of an integrated collection, treatment and disposal system more economically than the Participants can furnish separately said services, . . . ." Prior to the transaction the signatory industries had been responsible for the disposition of their own industrial waste. It is also apparent that the construction of new facilities, together with the additions to existing facilities, were to be financed by publicly sponsored revenue bonds, an arrangement of obvious advantage to the participating industries.

Paragraphs 8.1-10.5 of the Agreement pertain to three facilities: The Primary Treatment Facility, The Secondary Treatment Facility and The Sludge Disposal Facility. As to these, the Agreement provided that Champion would deliver a deed in required form to the Authority after sufficient proceeds from certain specified bonds had been deposited. Although the record is unclear, it seems to be the case that Champion had previously constructed and was using the first two facilities located on the land in question, and that the third facility had been or would be constructed on the same tract.

The Facilities Agreement further defined in detail and at considerable length the contractual obligations of the parties, particularly the restrictions imposed on the Authority in the operation of the facilities. Illustrative are these provisions:

2.4 The Authority shall expand the Facilities to increase the capacity or to upgrade the treatment At the request of all Participants or at the request of any Participant, provided that any such Participant or Participants pay all costs of construction or purchase or agree to amortize the cost of any Bonds sold to pay for any such expansion and to pay any other additional costs occasioned by any such expansion, as determined by the Authority and approved by the Industrial Advisory Council. Participants shall have the prior right to all present and future capacity of the Facilities. The Authority shall restrict the use of the land described in Exhibit E to the use of the Participants, unless otherwise agreed to by all Participants.

2.5 The Authority shall not transfer control or operation of the Facilities to any other governmental agency or to any one of the Participants or to any third party Without written consent of the Participants.

22.3 The Authority agrees to operate the Facilities which it is obligated to operate under the terms hereof with Authority supervisory personnel and to allow the Participants to provide such additional personnel as may be necessary to operate the Facilities during any Authority work stoppage.

22.4 Any provision of this Agreement to the contrary notwithstanding, the Participants, or any of them, shall have the right to operate or cause to be operated the Facilities in the event the Authority cannot operate the Facilities because of force majeure or refuses to accept the Industrial Waste. The Authority agrees to assist the Participants in the management, operation and maintenance of the Facilities during any period of force majeure 26.1 The Authority may enter into contracts with Other Corporations for the treatment of their wastes in the Facilities; Provided, however, that such contracts are approved by all Participants, which approval shall not be unreasonably withheld.

should the Participants elect to operate the Facilities.

Additional control is retained by the industry Participants through the Industrial Advisory Council, composed of one representative from each Participant. Each pipeline and treatment facility must have an operating manual prepared by the Authority and approved by the Industrial Advisory Council. Monthly operating reports on each facility must be submitted to the Council. All construction contracts must be approved in writing by the Council in accordance with plans and specifications prepared by the Authority's engineers and previously approved by the Council. The Council must approve any change orders in construction contracts. The expenditure of funds is tightly controlled. Monthly financial statements must be submitted to the Council and the records and books of the Authority must be open to audit by any Participant at any time.

Thereafter, under date of June 4, 1973, Champion, by Special Warranty Deed conveyed to the Authority 35.633 acres of land, together with the improvements thereon. This is the property in question. The conveyance contained these provisions as required by the Facilities Agreement:

Grantor, it(s) successors and assigns, excepts and reserves all of the oil, gas and other minerals in, under and that may be produced from the Subject Property; . . .

This conveyance is delivered and accepted subject to exceptions, limitations, covenants, reservations, restrictions and all matters recited in all deeds, leases, easements or other instruments listed, described or set forth in Exhibit A attached hereto and hereby made a part hereof.

This Special Warranty Deed is delivered and accepted pursuant to, and subject to the terms and provisions of, that certain Facilities Agreement dated as of August 24, 1972, by and between Gulf Coast Waste Disposal Authority, Air Products and Chemicals, Inc., Atlantic Richfield Company, Champion International Corporation, Crown Central Petroleum Corporation and Petro-Tex Chemical Corporation (hereinafter called "the Facilities Agreement").

TO HAVE AND TO HOLD all and singular the Subject Property, subject to the foregoing restrictions, exceptions and reservations, unto Grantee, its successors and assigns, So long as the Subject Property is used as a facility for the treatment of "Industrial Waste" (as said term is defined in said Article 7621d-2 on the date of execution hereof), And upon cessation of such use, the Subject Property together with all improvements now or hereafter located thereon, shall automatically revert to Grantor, its successors and assigns, without the necessity of re-entry or any other action on the part of Grantor, its successors and assigns; and Grantor does hereby bind itself, its successors and assigns to WARRANT and FOREVER DEFEND all and singular the Subject Property, subject to the foregoing restrictions, exceptions and reservations and subject to the foregoing special limitation, unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise. This conveyance is...