Appeal of Seacoast Anti-Pollution League

King, C.J., and Batchelder, J.,

dissenting in Part II: The Seacoast Anti-Pollution League as part of its appeal raised the question whether securities issued pursuant to an unsuspended New Hampshire Public Utilities Commission (PUC) order remain valid in the hands of purchasers notwithstanding subsequent appeals or the results of those appeals. The majority has concluded, as urged by Public Service Company of New Hampshire (PSNH), that our statutes require a sweeping declaration of the rights of future litigants, utilities and investors. PSNH cites as its only authority for this unusual request a Wisconsin Supreme Court decision, State ex rel. Wisconsin Electric Power Co. v. Bardwell, 71 Wis. 2d 718, 239 N.W. 2d 78 (1976), which interpreted certain Wisconsin statutes: namely, WlS. Stat. §§ 184.03, 184.06, 184.08 (1983-84).

We dissent from the majority holding for the following reasons: (1) the majority has misconstrued the applicable appeal statutes; (2) the holding is contrary to the public good; (3) the question presented to this court is premature because no factual record exists to substantiate PSNH’s claim; and (4) the rule announced creates a number of practical problems.

I. The Majority Misconstrues the Appeal Statutes and Grants Excessive Relief

ESA 541:18, upon which the majority bases its reasoning, does not support the majority’s conclusion that this court may not invalidate securities issued pursuant to an unsuspended PUC authorization. RSA 541:18 states that “[n]o appeal or other proceedings taken from an order of the commission shall suspend the operation of such order . . . It accordingly states that a commission order is not legally suspended by the mere existence of a pending appeal. PSNH has not claimed that a legal suspension of the PUC order has occurred, but instead argues that a defacto suspension of the PUC order would occur as a result of impaired marketability of the securities occasioned by the possibility of an appeal of the PUC authorization. RSA 541:18 does not address such a defacto suspension.

RSA 541:18 authorizes this court to suspend a commission order where “justice may require such suspension.” The statute liberalizes the standard for what would otherwise be an extraordinary writ. See, e.g., Forrest v. State Personnel Comm’n, 116 N.H. 203, 358 A.2d 408 (writ of certiorari granted sparingly and only when substantial ends of justice require); American Fed’n of Employees, Local 572 v. Dover, 115 N.H. 491, 345 A.2d 912 (1975) (writ of prohibition avail*731able only upon clear necessity). This authorized suspension power should not be read as a mandate to declare rights of parties acting in reliance upon an unsuspended commission decision.

The power to suspend under RSA 541:18 is designed to aid the court in preserving the status quo pending appeal so that, on appeal, it may achieve the most just result. New Hampshire Milk Dealers’ Ass’n v. N.H. Milk Control Board, 107 N.H. 150, 151-52, 218 A.2d 363, 364 (1966). The court should not construe the statute as mandating a declaration of rights which forecloses the court’s ability to invalidate securities pursuant to an appeal on a case by case basis. See id. at 151, 218 A.2d at 364 (determination whether the order should be invalidated can be done properly only when the transcript is available and case is argued on its merits on appeal).

The breadth and finality of the majority’s holding precludes other forms of relief available to this court, RSA 490:4, and abdicates the responsibility of this court as factual situations present themselves in the future.

II. The Majority’s Holding is Contrary to the Public Good,

The request by PSNH that this court declare the securities valid despite subsequent appeals is contrary to the express statutory purpose of assuring that the issuance of securities is consistent with the public good. RSA 369:1 (authority of PUC to issue securities).

The Wisconsin statute at issue in Bardwell is not, contrary to the majority’s analysis, substantially similar to the New Hampshire statute. All that the Wisconsin statute requires for commission approval is a finding that the issuance is not for “any purposes which are not proper corporate purposes, or in an amount greater than is reasonably necessary for such corporate purposes, having in view the immediate requirements of the corporation and its prospective requirements over a reasonable period in the future, and other relevant considerations.” Wis. Stat. § 184.03 (1983-84); see Bardwell, 71 Wis. 2d at 725-26, 239 N.W.2d at 83.

This amounts to little more than considering the propriety of the terms of the financing, the same position which we so strongly rejected in Appeal of Easton, 125 N.H. 205, 213, 480 A.2d 88, 91 (1984) when we said “[T]his court long has held that the PUC has a duty to determine whether, under all the circumstances, the financing is in the public good — a determination which includes considerations beyond the terms of the proposed borrowings.”

Wisconsin’s statute specifically requires the Wisconsin Public Service Commission to find that the financial condition, plan of operation, and proposed undertakings provide reasonable protection to investors. Wis. Stat. § 186.01(1) (1983-84). The Wisconsin statute *732had to be interpreted by the Bardwell court to evidence a legislative intent to protect consumers:

“This is not to say that consumer/ratepayers or the public at large are not to be protected from the consequences of an erroneously granted certificate of authority. The very fact that a review by the PSC is required, and the nature of the findings which must be made, including that of ‘proper corporate purpose[s]’ indicate the intent that the public interest is to be protected.”

Bardwell, 71 Wis. 2d at 727, 239 N.W.2d at 84 (quoting Wis. Stat. § 184.03) (citation omitted).

The Bardwell court deemed the protection of purchasers of securities to be a major purpose of the Wisconsin statute. It therefore declared that the securities were valid when issued. Id. at 727, 239 N.W.2d at 84. The public was relegated to protection by means other than subsequent invalidation of the securities. Id.

By contrast, in New Hampshire protecting the public good is of paramount importance. See RSA 369:1, :4. Protection of investors has never been elaborated as a relevant concern in this State. The language relied upon by the majority for the protection of investors is scant authority at best. See Petition of the N.H. Gas & Electric Co., 88 N.H. 50, 57, 184 A. 602, 607 (1936) (“Whether there is any secondary interest of the public requiring protection such as that of investors, we are not called upon by the questions presented to decide.” (Citation omitted.)) To equate the considerations underlying a dissimilar Wisconsin statute with the policies reflected under New Hampshire law is a faulty basis for granting the Bardwell relief sought by PSNH.

The majority’s position is particularly troubling in light of the deferral of a full Easton review of this financing. We held in Part I that the PUC could defer consideration of alternatives to Seabrook and the long-term effect on capitalization of the $425 million financing request to its Easton review of Phase 3, the Newbrook Phase. A public good determination of Phase 2 securities has never been completed. See Appeal of Easton, 125 N.H. 205, 212-13, 480 A.2d 88, 91 (1984).

Nevertheless, under the majority’s holding, the securities issued to date in Phase 2 will be valid irrespective of whether this financing is determined to have been in the public good. The public dees not benefit from such a judicial limitation of the intervenors’ right to challenge by appeal the validity of a PIJC order. Such a premature limitation by this court of a future appeal is not consistent with the public good.

*733III. No Factual Record Supports the Majority’s Holding

PSNH argues that, unless this court declares that the securities are valid when issued, the securities will “be rendered completely unmarketable” during the statutory appeals period and thus that the PUC authorizing order will be “constructively suspended” during this period. The PUC has made no factual findings that support these claims. The majority, however, holds that the “unfavorable competitive position” of the securities requires that they be immune to appellate invalidation. The majority thus accepts as true the bald assertions of PSNH. The majority’s failure to require administrative resolution of the factual issues of this case contravenes State and federal constitutional law and the holding of Petition of Public Sen. Co. of N.H., 125 N.H. 595, 484 A.2d 1139 (1984).

Parties opposed to the securities’ issuance have a due process property interest in the resolution of the factual issues of this case in accordance with State law. See Logan v. Zimmerman Brush Co., 445 U.S. 422, 429-31 (1982); Public Utilities Comm’n v. Cole’s Express, 138 A.2d 466, 470-72 (Me. 1958). Under New Hampshire law, the merits of PSNH’s factual assertions should be determined by the PUC in accordance with RSA chapter 541-A (Supp. 1983), not by this court. See Appeal of Kingswood Trust & Savings Bank, 123 N.H. 7, 12, 455 A.2d 1027, 1030 (1983). The majority’s acceptance of PSNH’s factual assertions denies opposition parties, procedural due process by impairing their appellate rights without an opportunity to be heard on the factual basis for the decision, see Logan supra; Cole’s Express supra; the majority’s resolution of this case without an adjudicated factual basis violates notions of substantive due process, see Black v. Sullivan, 561 F. Supp. 1050, 1061 (D.Me. 1983); and the majority’s discrimination against these parties without a legitimate factual basis for doing so denies them equal protection of the laws, see Gazzola v. Clements, 120 N.H. 25, 29, 411 A.2d 147, 151 (1980); N.H. Const, pt. I, art’s 1, 2, 14; U.S. Const, amend. XIV.

In Petition of Public Sen. Co. of N.H. supra, PSNH sought by original petition to have us decide the precise question now before us. We dismissed the petition for lack of a justiciable controversy. We noted, however, that we could properly address the question if it arose in the context of the PUC’s ongoing consideration of docket DF 84-167. In that instance, the question would state a justiciable controversy predicated on factual findings of the PUC. Our opinion states:

*734“We can only say that it could be possible for the PUC to transfer and for us to answer a question such as the present one if docket DF 84-167 should be reopened for the bona fide purpose of considering such a matter upon proper notice and opportunity to create a testimonial record.”

Petition of Public Serv. Co. of N.H., supra at 599, 484 A.2d at 1142. Since the PUC has not made any factual findings regarding the marketability of these securities, a decision on the merits is, in this regard, as objectionable as it was last October.

IV. Practical Problems Resulting From the Majority Holding

The majority holding imposes an additional burden on prospective appellants beyond merely filing and litigating an appeal. An appellant will now have to seek immediate suspension of a PUC authorization or else face the risk that the securities will be issued, and once issued will be valid. This burden was not contemplated by RSA 541:6, which gives appellants thirty days to review their positions and to determine whether to appeal. The result will be not only motions to suspend pending appeal, but also motions to stay pending determination of suspension, and original petitions to preserve the status quo pending the filing of notices of appeal in this court. See RSA 490:4.

Under the majority holding, a utility which chooses to issue securities, valid in the hands of purchasers, before resolution of the PUC authorization, takes a significant risk that the authorization may ultimately be held defective. While the majority forecloses invalidating those securities as to the issuer and purchaser, after today’s decision, one of the factors to be scrutinized in a rate case will be whether the added risk of issuing securities before a final determination of the public good was a justified and prudent action. Such a finding of an unjustified risk would bar recovery of the financing costs in rates.

RSA chapter 369 is designed to protect the public good. RSA chapter 541 provides for review and appeal of agency decisions. If greater specificity in these two statutes is required to balance the economic and policy concerns in public utility securities offerings, such fine tuning should be done legislatively, and should be based upon legislative hearings and an established legislative policy. This court should decline to decide the effect of a PUC order authorizing issuance of public utility securities before that order becomes final. Instead, our review should be limited to those procedures clearly established by statute.

*735Accordingly, we would deny the declaratory relief sought by PSNH and leave to bond counsel all speculation as to the effects of the pending appeal process on the issuance of public utility securities.