COURT OF APPEALS OF VIRGINIA
Present: Judges Baker, Coleman and Elder
Argued at Richmond, Virginia
VIRGINIA JOCKEY CLUB, INC.
v. Record No. 1455-95-2 OPINION BY
JUDGE SAM W. COLEMAN III
VIRGINIA RACING COMMISSION APRIL 16, 1996
FROM THE CIRCUIT COURT OF THE CITY OF RICHMOND
Randall G. Johnson, Judge
Lawrence H. Framme, III, for appellant.
Steven D. Gravely (Beverly W. Snukals; Mark B.
Rhoads; Mezzullo & McCandlish, on brief), for
appellee.
Virginia Jockey Club, Inc. (appellant) appeals the trial
court's order affirming the Virginia Racing Commission's decision
awarding licenses to Colonial Downs, L.P. to own a horse
racetrack with pari-mutuel wagering, and to Stansley Racing
Corporation to operate such a track. Appellant contends that the
trial court erred by holding that the commission did not exceed
its authority under the Virginia Pari-Mutuel Horse Racing Act
(Horse Racing Act) in awarding an owner's license to a limited
partnership, and an operator's license to a corporation that did
not file an application with the commission. We hold that the
commission acted within the scope of its authority and affirm the
trial court's order.
The General Assembly enacted the Horse Racing Act in 1988 to
allow horse racing with pari-mutuel betting in Virginia. As part
of the legislation, the General Assembly created a racing
commission and vested it with "control of all horse racing with
pari-mutuel wagering in the Commonwealth, [and] with plenary
power to prescribe regulations and conditions under which such
racing and wagering shall be conducted, so as to maintain horse
racing in the Commonwealth of the highest quality and free of any
corrupt, incompetent, dishonest or unprincipled practices and to
maintain in such racing complete honesty and integrity." Code
§ 59.1-364(A). The Act provides that "[n]o person shall
construct, establish or own a horse racetrack or satellite
facility where pari-mutuel wagering is permitted" without
receiving an owner's license from the commission, and that "[n]o
person shall operate pari-mutuel wagering or conduct any race
meeting at which wagering is permitted" without first obtaining
an operator's license from the commission. Code § 59.1-375.
Pursuant to its statutory authority, the commission
established October 1, 1993, as the deadline for submitting
applications for owner's and operator's licenses, prescribed the
information to be provided in the applications, and permitted the
filing of joint applications for owner's and operator's licenses.
See Code §§ 59.1-377, -381. Six applicants, Virginia Racing
Associates, L.P.; Virginians, Inc.; Churchill Downs, L.P.; Old
Dominion Jockey Club, Inc.; Virginia Jockey Club, Inc.; and
Stansley Management, L.P. submitted applications by October 1,
1993. All six applicants submitted joint applications.
- 2 -
Stansley Management, L.P. (Stansley, L.P.) stated in its
joint application that it would enter into a contract for the
management of the racing facility with an entity controlled by
Arnold Stansley. Arnold Stansley was Stansley, L.P.'s general
partner, and was also a limited partner along with James
Leadbetter. Stansley owned seventy percent of Stansley, L.P.,
and Leadbetter owned thirty percent. In June 1994, Stansley,
L.P. changed its name to Colonial Downs, L.P. 1 and substituted
Stansley Management Corp. (Stansley Corp.) as its general partner
in place of Arnold Stansley. Stansley Corp.'s only shareholders
are Stansley (70%) and Leadbetter (30%).
In May 1994, Colonial Downs informed the commission by
letter that it would enter into a contract with Stansley Racing
Corporation (Stansley Racing), a Virginia stock corporation to be
formed, to operate and manage the racing facility if it received
the owner's license. Stansley Racing was incorporated in June
1994, and its sole shareholders are Arnold Stansley (70%) and
James Leadbetter (30%). Stansley and Leadbetter are also
Stansley Racing's sole directors, and Arnold Stansley is the
corporation's President.
As part of the application process, all six applicants
provided financial data and analyses, engineering studies,
architectural renderings, case studies, and demographic analyses
1
Hereinafter, reference to Colonial Downs shall also include
all references to Stansley, L.P.
- 3 -
in support of their different approaches for establishing a horse
racing facility. The commission held several meetings and public
hearings, and inspected each of the sites proposed by the six
applicants. In addition, the commission received analyses of the
applications from two expert consultants and afforded the
applicants the opportunity to review those analyses and question
the consultants' representatives. The commission also conducted
background investigations of all persons having an ownership
interest in the three corporations and three partnerships that
applied for licenses.
In June 1994, the commission held an informal fact finding
conference to receive sworn testimony and exhibits on the
applications. At the conference, each applicant delivered an
opening statement and rebuttal and was examined under oath by the
commission and by other applicants. In addition, members of the
public were permitted to comment on each application. A written
six-volume transcript of the conference was prepared and is part
of the administrative record.
After the conference, the commission permitted the
applicants to file post-hearing submissions until June 23, 1994,
and proposed findings of fact and conclusions of law until June
28, 1994. Because the applicants and the public continued to
file materials after the June deadlines, the commission reopened
the record on September 14, 1994. The record was closed a second
time on September 21, 1994.
- 4 -
In its case decision issued October 14, 1994, the commission
found that Colonial Downs' proposal to construct a racetrack in
New Kent County was superior to the other five proposals and
awarded Colonial Downs an owner's license and Stansley Racing an
operator's license. The commission expressly found that Colonial
Downs and Stansley Racing possessed the best overall financial
plan and a proven management team, and that the Colonial Downs
facility could be developed more quickly than the other proposed
facilities and offered "the best site for a racetrack in
Virginia." Furthermore, the commission found that Colonial Downs
and Stansley Racing had satisfied all of the statutory and
regulatory license criteria.
Appellant appealed the awards to the circuit court pursuant
to Code § 59.1-373. The circuit court affirmed the commission's
issuance of the licenses. The trial court held that Code
§ 59.1-378 does not limit the commission's authority to grant
licenses to corporations only and that the commission did not act
arbitrarily by awarding Stansley Racing an operator's license,
even though it "did not technically apply" for a license.
I.
We first address the commission's contention that the Court
of Appeals lacks jurisdiction over this appeal. Code
§ 17-116.05(1) expressly provides that the Court of Appeals shall
have jurisdiction to review "[a]ny final decision of a circuit
court on appeal from a decision of an administrative agency."
- 5 -
However, the commission argues that the provisions of Code
§ 59.1-373 control jurisdiction in this case rather than the
general jurisdiction statute, and that by enacting Code § 59.1-
373, the legislature intended that appeals from the commission
would be by petition to the Supreme Court.
Code § 59.1-373 provides:
Any person aggrieved by a refusal of the
Commission to issue any license or permit,
the suspension or revocation of a license or
permit, the imposition of a fine, or any
other action of the Commission, may, within
thirty days of such action, appeal to the
Circuit Court of the City of Richmond. If
the court finds that the action of the
Commission was arbitrary, it shall order such
action as it deems appropriate. The decision
of the court shall be subject to appeal as in
other cases at law.
(Emphasis added). The commission contends that the General
Assembly made its intent clear by using the language "as in other
cases at law" because appeals of actions at law generally lie
with the Supreme Court. Code § 8.01-670(A)(3). 2
In Commonwealth v. E.W. Yeatts, Inc., 233 Va. 17, 353 S.E.2d
717 (1987), the Supreme Court held that the Court of Appeals has
jurisdiction over a "civil action" instituted pursuant to Code
3
§ 33.1-387 because the right to file the action is dependent
2
Our decision concerning jurisdiction will determine whether
appeals from the circuit court's review of the racing
commission's decisions are entitled to be reviewed as a matter of
right by the Court of Appeals, Code § 17-116.05(1), or by
discretionary petition for appeal to the Supreme Court. Code
§ 8.01-670(A)(3).
3
Code § 33.1-387 authorizes a contractor who has a claim
against the Virginia Department of Transportation to file a civil
- 6 -
upon compliance with the administrative procedures set forth in
Code § 33.1-386. 4 Id. at 24, 353 S.E.2d at 721. The Court
reasoned that "[d]ivining legislative intent . . . is not a
contest of labels but an exercise in common sense interpretation
of statutory language." Id. Therefore, because the right to
bring a civil action under Code § 33.1-387 arises in the context
of an administrative action, the Court held that it is "a
§ 17-116.05(1) appeal." Id.
The rationale in Yeatts is controlling here. Use of the
terms "civil action" or "other cases at law" in a statute does
not, standing alone, define jurisdiction and divest this Court of
its express jurisdiction. Had the legislature intended to grant
the Supreme Court jurisdiction over the circuit court's review of
appeals from the racing commission, it would have expressly so
provided. As the Supreme Court instructed in Yeatts, such an
(..continued)
petition for such portion of a claim that the Commissioner
administratively denies. The statute provides:
As to such portion of the claim as is
denied by the Commonwealth Transportation
Commissioner, the contractor may institute a
civil action for such sum as he claims to be
entitled to under the contract for himself or
for his subcontractors or for persons
furnishing materials for the contract by the
filing of a petition in the Circuit Court of
the City of Richmond or where the highway
project which is the subject of the contract
is located. . . .
4
Code § 33.1-386 allows a contractor on a state highway
construction project to file a claim with the Department of
Transportation for amounts claimed to be owed on the contract.
- 7 -
indirect reference should not be construed to define jurisdiction
or supercede the express mandate of Code § 17-116.05(1).
Accordingly, we deny the commission's motion to transfer
jurisdiction of this appeal to the Supreme Court.
II.
A.
Appellant contends that a partnership is ineligible to
receive an owner's license under Code § 59.1-378. Appellant
bases this contention upon language in Code § 59.1-378(C) to the
effect that the commission shall deny a license to any applicant
that is not a corporation which meets specified criteria. The
appellant misconstrues the statute. The conditions apply only to
applicants that are corporations and do not require that an
applicant be a corporation in order to be eligible for an owner's
license.
"[A] fundamental rule of statutory construction requires
that courts view the entire body of legislation and the statutory
scheme to determine the `true intention of each part.'" Virginia
Real Estate Bd. v. Clay, 9 Va. App. 152, 157, 384 S.E.2d 622, 625
(1989) (quoting McDaniel v. Commonwealth, 199 Va. 287, 292, 99
S.E.2d 623, 627 (1957)), appeal dismissed, 398 S.E.2d 78 (1990);
see also Moore v. Commonwealth, 155 Va. 1, 11, 155 S.E. 635, 638
(1930) (stating that "the legislative intention must be sought
from the whole act, and not merely from certain parts of it").
- 8 -
Code § 59.1-377 expressly permits "any person," which under the
Horse Racing Act includes a "natural person" or partnership, Code
§ 59.1-365, to apply for an owner's license. Furthermore, Code
§ 59.1-378(B) directs the commission to deny a license to an
applicant if "the applicant, or any officer, partner, principal
stockholder, or director of the applicant" has engaged in
designated illegal conduct or undesirable practices. Id.
(emphasis added). Appellant's selective emphasis on certain
phrases in Code § 59.1-378(C) disregards the other statutory
provisions, which clearly indicate that individuals, joint
ventures, partnerships, associations, or corporations are
eligible to receive an owner's license. See Virginia Elec. &
Power Co. v. Citizens for Safe Power, 222 Va. 866, 869, 284
S.E.2d 613, 615 (1981) (stating that "a statute is not to be
construed by singling out a particular phrase"). We hold,
therefore, that Code § 59.1-378(C), read in the context of the
Horse Racing Act, does not apply to all applicants, but only to
corporate applicants. Thus, the trial court did not err in
holding that Colonial Downs, operating as a limited partnership,
5
was eligible to receive an owner's license.
5
Appellant also contends that under Code § 59.1-382, the
commission can only award operator's licenses to corporations.
Because the commission awarded the operator's license to a
corporation, a ruling on this issue would not affect the outcome
of the controversy. "'The duty of this court, as of every other
judicial tribunal, is to decide actual controversies by a
judgment which can be carried into effect, and not to give
opinions upon moot questions or abstract propositions, or to
declare principles or rules of law which cannot affect the matter
in issue in the case before it.'" Hankins v. Town of Virginia
- 9 -
B.
Appellant next contends that the trial court erred by
affirming the commission's decision to award an operator's
license to the Stansley Racing Corporation. Appellant argues
that because Stansley Racing was not formed until June 1994, it
did not exist when applications were being submitted and its
officers did not file an application for an operator's license on
its behalf before the October 1, 1993 application deadline.
Code § 59.1-381(A) provides that "[a]ny person desiring to
hold a race meeting or operate a satellite facility shall file
with the Commission an application for an operator's license."
Furthermore, Code § 59.1-382 provides that the commission shall
. . . grant a valid operator's license to applicants who meet the
criteria set forth in this chapter and established by the
Commission." Id. (emphasis added). Appellant contends that this
language is clear and unambiguous and that we cannot resort to
general rules of statutory construction. See Allstate Ins. Co.
v. Eaton, 248 Va. 426, 430, 448 S.E.2d 652, 655 (1994).
Appellant argues that Stansley Racing did not exist on October 1,
1993, and did not apply for an operator's license. Therefore,
Stansley Racing was not an "applicant," and the commission
exceeded its statutory authority by awarding Stansley Racing an
operator's license.
(..continued)
Beach, 182 Va. 642, 644, 29 S.E.2d 831, 832 (1944) (quoting Mills
v. Green, 159 U.S. 651, 653 (1895)) (emphasis added).
- 10 -
Colonial Downs, a limited partnership, had filed a joint
application for licenses to own and operate a racetrack and
provided all of the required personal and financial information
concerning the partnership and the limited and general partners.
Several months after filing the application, Arnold Stansley and
James Leadbetter, the sole partners of Colonial Downs, formed a
corporation, Stansley Racing. The partners informed the
commission that this corporation, of which they were the sole
stockholders, officers, and directors, would operate and manage
the racetrack if Colonial Downs was awarded the owner's license.
As the trial court noted in holding that Stansley Racing was
eligible to receive an operator's license, "[t]he same people who
owned [Colonial Downs] now own Stansley Racing Corp., and they
own it in the same percentages." Therefore, the question raised
on these facts is not simply, as appellant suggests, whether the
commission can award a license to an entity that does not apply.
Clearly, an application must be filed before the commission may
award a license. The critical issue before the commission, which
is the dispositive issue on appeal, is the extent to which the
commission possesses the inherent authority to discharge its
responsibility under the Act by allowing an applicant to change
its legal or organizational structure, or its ownership
interests, and to amend its application or supplement its
disclosure documents to reflect changes brought about by ongoing,
legitimate business decisions and financial transactions.
- 11 -
Whether an administrative agency has acted within the scope
of its authority is a question of law. Johnston-Willis, Ltd. v.
Kenley, 6 Va. App. 231, 242, 369 S.E.2d 1, 7 (1988). "Where the
agency has the statutory authorization to make the kind of
decision it did and it did so within the statutory limits of its
discretion and with the intent of the statute in mind, it has not
committed an error of law . . . ." Id. However, as appellant
contends, when the question is whether the agency has "failed to
comply with statutory authority . . . less deference is required
and the reviewing courts should not abdicate their judicial
function and merely rubber-stamp an agency determination." Id.
at 243, 369 S.E.2d at 7-8.
Although the commission derives its powers from the Horse
Racing Act, "[t]he statutory grant of power is not strictly
limited . . . to the narrow confines of the express language of
the statute. `[E]very power expressly granted, or fairly implied
from the language used, or which is necessary to enable [the
commission] to exercise the powers expressly granted, should and
must be accorded.'" Muse v. Alcoholic Beverage Control Bd., 9
Va. App. 74, 78, 384 S.E.2d 110, 112 (1989) (quoting Portsmouth
v. Virginia Ry. & Power Co., 141 Va. 54, 61, 126 S.E. 362, 364
(1925)); see also Fairfax County v. Miller & Smith, Inc., 222 Va.
230, 237, 279 S.E.2d 158, 162 (1981).
Code § 59.1-382 neither expressly grants nor denies the
commission the authority to allow an applicant to amend its
- 12 -
application or to supplement its disclosure document. The Horse
Racing Act does not contain a definition of "applicant." In
arguing that an applicant should not be permitted to amend its
application, particularly by substituting a newly formed
corporation for a partnership, the appellant urges this Court to
adopt the narrow definition of "applicant" that the legislature
has used in other instances. See, e.g., Code § 3.1-126.2:1
("'Applicant' means the person who applies for, or requests, a
license, or applies for registration of any liming material; or
applies to become a contractor"); Code § 10.1-1400 ("'Applicant'
means any and all persons seeking or holding a permit required
under this chapter"); Code § 59.1-78 ("'Applicant' means a person
filing an application for registration of trademark, case mark or
service mark under this chapter, and includes his legal
representatives, successors and assigns"). However, because the
Act does not expressly address the administrative agency's
authority to allow amendments, substitutions, or supplements to
applications or disclosures, or the nature or extent of such
modification, we look to "[t]he `basic law' under which the
Commission acted and the purposes thereof" in order to determine
whether the commission exceeded its statutory authority by
granting Stansley Racing an operator's license. Virginia
Alcoholic Beverage Control Comm'n v. York St. Inn, Inc., 220 Va.
310, 313, 257 S.E.2d 851, 853 (1979) (footnote omitted). "Those
purposes must be gleaned from an analysis of the overall
- 13 -
statutory and regulatory scheme for the [licensing of
racetracks]." Id. at 313-14, 257 S.E.2d at 853.
The Code provisions that govern the licensing of owners and
operators of horse racing tracks with pari-mutuel betting address
two primary public policy concerns. First, the legislation
emphasized protecting the honesty and integrity of horse racing
in the Commonwealth. See Code §§ 59.1-364(A), -378(B), -379,
-382(5). Applicants for both owner's and operator's licenses
must provide the name and address of each individual who has an
ownership interest or other pecuniary interest, Code
§ 59.1-377(A)(2), and are required to disclose "[s]uch
information as the Commission deems appropriate regarding the
character, background and responsibility of the applicant and the
members, partners, stockholders, officers and directors of the
applicant." Code § 59.1-377(A)(3). Furthermore, the commission
must deny a license to an applicant if the applicant or one of
its owners has failed to disclose any information requested, or
has engaged in certain dishonest, fraudulent, unethical, illegal,
or questionable practices or behavior. See Code §§ 59.1-378(B),
-379; see also Code § 59.1-382(5) (providing that "[t]he
Commission shall deny a license to any applicant, unless it finds
. . . [t]hat the applicant has made provisions satisfactory to
the Commission for the detection and prosecution of any illegal,
corrupt or fraudulent act, practice or conduct in connection with
any race meeting or pari-mutuel wagering").
- 14 -
Second, the legislation is designed to ensure that horse
racing is conducted on a sound financial basis, according to
accepted business and management practices, in order to promote
the success and growth of the horse racing industry in the
Commonwealth. See Code § 59.1-364(A) ("Horse racing with pari-
mutuel wagering as licensed herein shall be permitted in the
Commonwealth for the promotion, sustenance and growth of a native
industry, in a manner consistent with the health, safety and
welfare of the people"). Under Code § 59.1-377, the application
must provide information pertaining to the financial
responsibility of all applicants or persons with a financial
interest in the operation, the terms of leases or financing
agreements, and detailed information about all stockholders,
officers, and directors of a corporate owner, or each individual
or partner of a partnership or joint venture. The commission is
further instructed to "deny a license to any applicant, unless it
finds that the applicant's facilities are or will be appropriate
for the finest quality of racing, and meet or will meet the
minimum standards that any track provided for standard breed
racing be at least five-eighths of a mile, that any dirt track
provided for flat racing be at least one mile, and that any track
provided for flat or jump racing on the turf be at least
seven-eighths of a mile." Code § 59.1-378(A). The commission is
given broad discretion to "require such information about the
enclosure and location of [the proposed] track as it deems
- 15 -
necessary and appropriate to determine whether they comply with
the minimum standards provided in this chapter, and whether the
conduct of a race meeting or pari-mutuel wagering at such
location would be in the best interests of the people of the
Commonwealth." Code § 59.1-377(A)(4).
The application procedure is intended to ensure that the
commission obtains and possesses all information necessary and
desirable in order for it to render decisions that will promote
"honesty and integrity" and the "growth of a native industry."
Code § 59.1-364(A). Clearly the legislature did not intend to
unduly restrict the racing commission's ability to authorize
applicants to pursue sound business or financial practices. The
General Assembly granted the commission broad power and
discretion to prescribe the information required in the
application process and to evaluate the applications. Inherent
in this broad grant of authority is the power to approve or
require any amendments, substitutions, or supplements that sound
business practices may dictate.
As the trial court noted, the commission "had all of the
facts before it necessary to render its decision." Stansley
Racing provided the commission with copies of its articles of
incorporation and bylaws. From these documents, as well as the
other information provided, the commission was able to determine
that Arnold Stansley and James Leadbetter were Stansley Racing
Corporation's sole stockholders and directors and that Stansley
- 16 -
Racing was in compliance with Code § 59.1-382. The partners in
Colonial Downs were the same persons who were the sole
stockholders, officers, and directors of Stansley Racing.
Furthermore, the formation of Stansley Racing did not affect or
alter the substance of Colonial Downs' application with respect
to the location, design, financing, and plan of operation for the
proposed racetrack. The substitution of Stansley Racing for
Colonial Downs did not require the commission to investigate
additional parties or evaluate a proposal different from that
which Colonial Downs offered. For these reasons, the
commission's decision to award a license to Stansley Racing
without requiring it to file a separate application did not
exceed the commission's statutory authority.
If we adopted appellant's narrow definition of the
commission's authority, we would frustrate the commission's
ability to award licenses in a manner that would be "in the best
interests of the people of the Commonwealth." The commission
might determine that an individual applicant's racetrack proposal
was far superior to all other proposals, but that the interests
of horse racing in Virginia would be better served if the
applicant was a corporation that would have an ongoing existence
as opposed to an individual or partnership. These considerations
would fall within the commission's expertise and discretion.
Nonetheless, under appellant's interpretation of the
commission's statutory authority, the commission would
- 17 -
essentially be limited to four options: it could request the
individual applicant to incorporate and resubmit another
application; it could award the individual applicant the license
despite its misgivings; it could reject a superior application
for a less desirable one; or it could reject all applications and
repeat the application process. 6 All of these options would
hinder and unduly limit the commission in its ability to
"promptly consider" the applications, Code § 59.1-382, and, most
importantly, to work with, foster, oversee, and award licenses to
applicants in a manner that will serve "the best interests of the
people of the Commonwealth." Code § 59.1-377(A)(4). We hold,
therefore, that the commission did not exceed its authority by
awarding the license to a corporation when the stockholders,
officers, and directors were the partners in the limited
partnership that submitted the approved application. The ability
of the commission to make business decisions of this nature "is
necessary to enable [the commission] to exercise the powers
6
The facts of this case raise a similar scenario.
Apparently, the formation of Stansley Racing was in response to
concern that only corporations may qualify to obtain an
operator's license under Code § 59.1-382(1). Although the proper
interpretation of Code § 59.1-382 is not an issue before this
Court, the statutory language reasonably interpreted suggests
that only corporations are eligible to receive an operator's
license. Therefore, the commission was faced with the
possibility that three of the joint applicants were ineligible to
receive an operator's license. Under appellant's interpretation
of the commission's authority, the only options available to the
commission were to begin the application process over again or
award the license to one of the corporate applicants regardless
of whether their proposals would best serve the interests of the
people of the Commonwealth.
- 18 -
expressly granted." 7 Muse, 9 Va. App. at 78, 384 S.E.2d at 112
(quoting Portsmouth v. Virginia Ry. & Power Co., 141 Va. at 61,
126 S.E. at 364 (1925)).
The commission's decision to treat Stansley Racing as an
applicant on the facts of this case was a matter reserved for its
expertise and discretion. A contrary finding would not only
frustrate the Horse Racing Act's purposes, but would conflict
with the maxim "'that the [administrative agency] shall apply
expert discretion to the matters coming within its cognizance,
7
Appellant also notes that the commission's instructions
regarding the applications provide that "[a]mendments will be
accepted until January 3, 1994." However, it is clear from the
commission's actions throughout the application process that the
deadline applied to when applicants could amend their
applications as a matter of right. The deadline did not preclude
the commission from allowing amendments or supplements to the
application process which might be necessary or desirable for
business reasons, provided the commission did not allow or
prohibit amendments by the various applicants. "[T]he
interpretation which an administrative agency gives its
regulation must be accorded great deference and will not be set
aside unless arbitrary and capricious." Virginia Real Estate Bd.
v. Clay, 9 Va. App. 152, 159, 384 S.E.2d 622, 626 (1989). The
only indication in the instructions regarding the meaning of the
term "amendments" is the statement that "[m]ergers and
acquisitions of ownership interest by persons other than those
listed in the application will be treated as an amendment to the
application(s) affected by the merger or change in ownership."
Because the commission had to investigate all persons with an
ownership interest in the applicants, it had good reason to be
more concerned with changes in ownership as opposed to changes
that did not involve the addition of new parties. Moreover, the
commission gave all applicants the opportunity to make changes to
their organizational structure after January 3, 1994. Appellant,
for instance, amended its articles of incorporation in April 1994
to provide for the repurchase of stock in accordance with Code
§ 59.1-378. We hold, therefore, that the commission's
interpretation and application of its instructions regarding the
deadline for amendments was neither arbitrary nor capricious.
- 19 -
and judicial interference is permissible only for relief against
the arbitrary or capricious action that constitutes a clear abuse
of the delegated discretion.'" York St. Inn, 220 Va. at 315, 257
S.E.2d at 855 (quoting Schmidt v. Board of Adjustment of City of
Newark, 9 N.J. 405, 423, 88 A.2d 607, 615-16 (1952)); see
Johnston-Willis, 6 Va. App. at 244, 369 S.E.2d at 8 ("[W]here the
question involves an interpretation which is within the
specialized competence of the agency and the agency has been
entrusted with wide discretion by the General Assembly, the
agency's decision is entitled to special weight in the courts").
The commission did not exceed the scope of its statutory
authority, and we affirm the trial court's decision.
Affirmed.
- 20 -
BAKER, J., concurring in part, dissenting in part.
I respectfully disagree with the majority's affirmation of
the trial court's finding that an operator's license was legally
granted to an entity that did not apply for such license within
the time set by the Virginia Racing Commission (commission).
It is clear from this record that the commission set October
1, 1993 as the deadline for filing applications. Yet, it has
granted an operator's license to a corporation that was not in
existence when that deadline passed. That was not a mere
"technical" error. For this reason, I would reverse the trial
court's judgment and remand the matter with direction that the
trial court enter an order revoking the operator's license
granted to Stansley Racing Corporation by the commission.
I agree that this Court has jurisdiction to decide matters
over which the commission has authority and that there is nothing
in the statutes that created its authority which requires owners
or operators to be corporate entities.
- 21 -