Washington Economic Development Finance Authority v. Grimm

Guy, J.

(dissenting) — I respectfully dissent. As a preliminary matter, I disagree with the majority's suggestion that Resolution 91-1 adopted by the Washington Economic Development Finance Authority should enjoy a presumption of constitutionality based upon Higher Educ. Facilities Auth. v. Gardner, 103 Wn.2d 838, 699 P.2d 1240 (1985). First, in Higher Educ. Facilities Auth. v. Gardner, supra, this court held that a party challenging a statute has the burden of overcoming the presumption of that statute's constitutionality. This case does not represent a challenge to the Authority's statutory authority under RCW 43.163. Resolution 91-1 is not a statute. The authority cited by the majority is therefore inapposite. Second, it is unnecessary to make this argument if, as the majority asserts, the Authority's resolution was actually constitutional under any standard of review.

The burden is upon the Authority, as the mandamus petitioner in this action, to demonstrate that its right to relief is "clearly founded in or granted by law." State ex rel. Todd v. Yelle, 7 Wn.2d 443, 449, 110 P.2d 162 (1941). The burden is not with respondent Grimm. Any possible ambiguities present in the language of Const. art. 32 are not sufficient to entitle the Authority to a writ of mandamus. Rather the Authority, in order to obtain the extraordinary relief it has requested, must show conclusively that its proposed financing program is not subject to the strictures of article 32 of our state constitution. Therefore, contrary to the majority's assertion, it does matter which party has the burden of proof.

*752Once the burden is properly placed with the Authority, the mandamus petitioner, it becomes evident that the Authority does not have a right clearly founded in or granted by law to issue taxable nonrecourse revenue bonds through Resolution 91-1. As a consequence, the secretaiy of the Authority, respondent Grimm, ought not to be compelled to sign Resolution 91-1.

I

The majority first holds that article 32 does not apply to the Resolution 91-1 bond issuance because the bonds in question are not for industrial development. In arguing that the bonds are not industrial development bonds, the majority offers what it submits is another purpose for the Authority's proposed bond issuance. The majority states that "[t]he Legislature, recognizing the important link between the availability of financing and economic development, created the Authority so it could develop new ways to improve access to capital for small and medium sized businesses." (Italics mine.) Majority opinion, at 739-40. Regarding the Authority's loan pooling program, the agreed statement of facts submitted by both parties to this action states that "[s]econdary market funding would provide non-bank capital sources for improved loan terms to borrowers". (Italics mine.) Agreed Statement of Facts exhibit F, at 4. The majority also observes that the program "will improve the accessibility, rates and terms for small businesses seeking capital."6 (Italics mine.) Majority opinion, at 744. None of these purposes or effects of the loan pooling program offered by the majority are inconsistent with classifying the bonds the Authority seeks to issue as industrial development bonds. The language quoted by the majority to distinguish the Authority's *753bonds from industrial development bonds describes objectives of promoting increased capital investment. These goals parallel the purposes stated in the implementing statute for article 32, RCW 39.84, which bears the title "Industrial Development Revenue Bonds":

The legislature hereby finds and declares that this state urgently needs to do the following: Promote higher employment; encourage the development of new jobs; maintain and supplement the capital investments in industry that currently exist in this state; encourage future employment by ensuring future capital investment-, attract environmentally sound industry to the state; protect and enhance the quality of natural resources and the environment; and promote the production and conservation of energy.

(Italics mine.) RCW 39.84.010. The majority's distinguishing purpose for Resolution 91-1 of fostering increased availability of capital investment sources is mutual to both the Authority's bond proposal and the industrial development revenue bond statutes.

The majority also states, "it would require a stretch of the imagination even to characterize these nonrecourse bonds as being for industrial development." Majority opinion, at 743. Yet notably, the majority grants later in its opinion: "Admittedly, some of the SBA 504 first mortgage loans that will be purchased under the program were originally made for projects which would fall within the definition of 'industrial development facilities' provided in RCW 39.84.020(6)." Majority opinion, at 744.

In light of this detail, it does not require great imagination to consider these bonds industrial development bonds. The Authority acknowledges that:

Resolution No. 91-1 requires that the pool of loans include at least one Eligible Loan for a facility that would fall within the definition of "industrial development facilities" provided by RCW 39.84.020(6). The list of Eligible Loans (ASF, exhibit G) includes loans for projects, indicated by "manufacturing" or "manuf, that fall within that definition (ASF 24).

(Italics mine.) Brief of Petitioner, at 6 n.1. The majority acknowledges this concession yet concludes this does not "magically" make the bonds in question industrial develop*754ment bonds. Majority opinion, at 744. We agree there is no magic involved. It is simply a matter of the Authority's proposed bond issuance constituting activity that falls within a statutory definition. Under RCW 39.84.020(6), a broad range of enterprises is now included under the definition of "industrial development facilities". The Authority has proposed a nonrecourse financing scheme that includes industrial development facilities. Therefore, it seeks to issue industrial development bonds. Because industrial development bonds are involved, the financing contemplated is subject to the constitutional limitations of article 32.

Article 32 applies to all nonrecourse industrial development bonds and requires them to be tax exempt. As respondent Grimm observes, it is the Authority's coupling of industrial development projects with funding by taxable non-recourse bonds that has created a conflict with the provisions of article 32 of our state constitution. There would be no conflict with article 32 if the Authority had sought to issue tax exempt bonds to fund the loan pooling project. Similarly, if the Authority had simply eliminated industrial development projects from Resolution 91-1's sale of taxable bonds, there would be no conflict with article 32.

II

The majority also holds that the limitations of article 32 apply only to bonds issued under RCW 39.84. The majority states that the sole reason for the creation and adoption of article 32 was to provide an exception to the lending of credit prohibition under Const. art. 8 so as to allow RCW 39.84 to be constitutional: "Therefore, Const. art. 32 was proposed and adopted to insure that nonrecourse industrial development bonds issued pursuant to RCW 39.84 would be valid." Majority opinion, at 745.

The position of both the petitioner and the majority that article 32 simply does not apply to the issuance proposed in Resolution 91-1 is based upon the erroneous premise that the sole purpose of article 32 was to solve the lending of *755credit prohibition of Port of Longview v. Taxpayers of Port of Longview, 85 Wn.2d 216, 533 P.2d 128 (1974), to allow passage of RCW 39.84. In Port of Longview, this court held that nonrecourse revenue bond financing was a violation of article 8, sections 5 and 7 of our state constitution. The context of the proposed issuance in that case was not industrial development financing. Respondent Grimm acknowledges that article 32 was a response to the holding in Port of Longview.

However, while article 32 was intended to create an exception to article 8's lending of credit prohibitions as construed in Port of Longview, article 32 was intended neither to apply solely to its implementing statute, RCW 39.84, nor to apply to all nonrecourse revenue bonds. Instead, article 32 was intended to authorize the Legislature, under some specific express limitations, to allow the issuance of industrial revenue bonds. This purpose is manifest and readily apparent from a review of the voters pamphlet which explained to the citizens the purpose and effect of the passage of Substitute House Joint Resolution 7, the amendment to the state constitution which would become article 32. The majority correctly observes that to interpret a constitutional amendment this court turns to the official voters pamphlet. Tacoma v. Taxpayers of Tacoma, 108 Wn.2d 679, 687, 743 P.2d 793 (1987).

The majority, however, states that the voters pamphlet and legislative history of article 32 only support the conclusion that article 32’s limitations were meant to apply solely to bonds issued pursuant to RCW 39.84. This is a narrow reading and not a sufficient foundation for granting the mandamus writ sought by the Authority. The voters pamphlet strongly evidences that the subject and scope of article 32 is all industrial revenue bond financing. RCW 39.84 is of course linked to article 32 as it is implementing legislation for the constitutional amendment. This relationship, how-evér, does not lead to the conclusion that article 32's requirements may not reach issuances of industrial revenue bonds proposed *756outside or independent of RCW 39.84. Rather, article 32 applies to all industrial revenue bonds, including the issuance proposed by the Authority pursuant to its statutory authority under RCW 43.163.

Addressing first the voters pamphlet, the voters pamphlet for Substitute House Joint Resolution 7, which became article 32, included the following ballot title:

Shall industrial development bonds, repaid by such developments, not by public funds, be authorized for issuance by public governmental entities?

(Italics mine.) Official Voters Pamphlet 12 (1981). In addition, the official explanatory statement accompanying the proposed amendment contained the following guidance:

Some states now issue nonrecourse bonds, the proceeds of which are used for private industrial development. . . .
The Washington State Constitution now prohibits the loaning or giving of credit to private persons and thus prevents the issuance of such nonrecourse tax exempt industrial revenue bonds.

(Italics mine.) Official Voters Pamphlet 12-13 (1981). In explaining the effect of passage of Substitute House Joint Resolution 7 as a new constitutional amendment, the pamphlet further stated:

The legislature would be authorized to allow the state and local governments to issue nonrecourse revenue bonds for private industrial development purposes. Nonrecourse revenue bonds would be repayable only from funds derived from industrial projects financed by the bonds or other private sources and would not be repayable from public funds.

(Italics mine.) Official Voters Pamphlet 13 (1981).

The legislative history relied upon by the majority was cited in petitioner's reply brief and evidently is comprised of the remarks of individual legislators and discussion in the House. These discussions, according to the Authority, only imply that the proposed amendment and implementing bill should be read together. The suggestion that article 32 should be read with its implementing legislation does not require one to conclude that article 32 is inapplicable to the issuance of industrial revenue bonds proposed under the Authority's *757statutory authority. The proposed amendment and its implementing legislation were placed together in the voters pamphlet, which evidences that article 32 applies to all industrial revenue bond financing. Thus, the legislative history offered by the Authority is not conclusive. An official report of a legislative committee would be far more important in determining the Legislature's intent than the remarks of legislators. North Coast Air Servs., Ltd. v. Grumman Corp., 111 Wn.2d 315, 326, 759 P.2d 405 (1988).

Turning to RCW 39.84 itself, the text of the proposed implementing statutes for Substitute House Joint Resolution 7 was included in the voters pamphlet to facilitate voter understanding, with the explanation that the implementing statutes would become law if the voters passed the amendment. These implementing statutes, now codified in RCW 39.84, are rife with indications that the focus of article 32 is all industrial development bond financing.

Under the section entitled "Definitions", the term "Industrial development facilities" is defined to include: "manufacturing, processing, research, production, assembly, warehousing, transportation, public broadcasting, pollution control, solid waste disposal, [and] energy facilities". RCW 39.84.020(6). The rest of RCW 39.84 is largely concerned with allowing municipalities to create public corporations to achieve the purposes authorized by the chapter. Under the section of the chapter entitled "Public corporations — Creation, dissolution", it is stated: "For the purpose of facilitating economic development and employment opportunities in the state of Washington through the financing of the project costs of industrial development facilities, a municipality may enact an ordinance creating a public corporation for the purposes authorized in this chapter." (Italics mine.) RCW 39.84.030(1).

It bears noting that the primary focus of RCW 39.84 is the creation and regulation of public corporations created through ordinance by municipalities. This is a strong indication that article 32 is not limited in reach to RCW 39.84. According to the official explanatory statement in the voters *758pamphlet, article 32 gives the Legislature authority "to allow the state and local governments to issue nonrecourse revenue bonds for private industrial development purposes." (Italics mine.) Official Voters Pamphlet 13 (1981). The actual text of Substitute House Joint Resolution 7, under section 1, also states that the Legislature may allow "the state, counties, cities, towns, port districts, or public corporations" to issue industrial development revenue bonds. (Italics mine.) Official Voters Pamphlet 19 (1981). This means article 32 refers to issuances of industrial revenue bonds by the state and other entities, and also by public corporations. RCW 39.84, meanwhile, focuses mainly on public corporations, only one type of entity the Legislature may allow to issue nonrecourse industrial revenue bonds. The Authority itself says of RCW 39.84, "[t]hat statute allows public corporations to issue 'industrial revenue bonds.' " Reply Brief of Petitioner, at 16. RCW 39.84 does not categorically exhaust or delineate the full reach of article 32. It is reasonable to conclude that the scope of article 32 may reach beyond the focus of RCW 39.84. In other words, RCW 39.84 is not a fence or border around article 32's reach or scope. The implementing statute clarifies and details the application of article 32 with respect to public corporations created by municipalities.

The majority also asserts that "unless we view Const. art. 32 as having the very limited function of allowing bonds to be legally issued under RCW 39.84, we would jeopardize existing bonds we have already approved." Majority opinion, at 747. This forecast is based on the majority's contention that article 32's language would otherwise require all non-recourse bonds to be both industrial and tax exempt. That is an extreme premise. What is troubling about this contention is that it contradicts the majority's other argument that the clear sole purpose for article 32 was to validate RCW 39.84 by creating an exception to article 8's lending of credit prohibitions. Article 32 cannot be at once clearly restricted in application to one statute, as the majority claims, and also pose the danger of the possible extreme interpretation *759the majority fears. Even if this were so, this would suggest an ambiguity exists. An ambiguity would not favor the Authority and would instead indicate the mandamus petitioner's inability to make a clear showing.

An alternative reading of the article is possible. The answer to the majority's problem of extremes is a reasonable reading of article 32 largely ignored by the majority; that is, a proper reading under which article 32 applies to all industrial development bonds. Thus, all industrial development bonds would be subject to the article 32 requirements of being nonrecourse and also tax exempt.

Ill

Lastly, the majority holds that under its own terms, article 32 can effect no limitation on authority to issue non-recourse bonds issued independent of RCW 39.84. The majority states that the final clause of article 32 "expressly disavows any intent to repeal or limit any other authority" and concludes that this demonstrates that article 32's limitations were meant to apply only to bonds issued under RCW 39.84. Majority opinion, at 747-48.

Article 32 states in part:

This section is supplemental to and shall not be construed as a repeal of or limitation on any other authority lawfully exercisable under the Constitution and laws of this state, including, among others, any existing authority to issue revenue bonds.

(Italics mine.) The Authority's position is that article 32 does not prohibit the financing proposed by the Authority because Resolution 91-1 is based upon "other authority lawfully exercisable under the Constitution and laws of this state" according to article 32. In addition, the majority also agrees with the Authority that since under article 32 "other authority lawfully exercisable" includes "among others, any existing authority to issue revenue bonds", this means that any subsequently created authority to issue revenue bonds must also be recognized as lawful authority to issue bonds independent of article 32. The majority argues that " 'other *760authority' must be read as authority that existed in the past, present or future." Majority opinion, at 749. Since Resolution 91-1 was passed pursuant to authority created subsequent to adoption of article 32, the Authority submits article 32 cannot effect any limitation on the Authority's bond issuance. I disagree.

First the majority, at 748-49, incompletely quotes the relevant sentence of the "no repeal or limitation" clause. Article 32's limitations are not a "repeal of or limitation on any other authority lawfully exercisable under the Constitution and laws of this state". (Italics mine.) It begs the question to say that Resolution 91-1 is based upon other authority lawfully exercisable under the constitution. Grimm's position is that Resolution 91-1's validity is a function of whether it complies with article 32 of the constitution. Thus there is a real question as to whether the Authority's issuance under Resolution 91-1 of taxable nonrecourse revenue bonds does violate the state constitution.

Second, it is not so clear as the Authority suggests that article 32's "no repeal or limitation" clause prevents article 32 from applying to any subsequently created authority to issue revenue bonds. The Authority submits that

[i]f lawfully exercisable authority "includes, among others," any existing authority, then any subsequent authority to issue revenue bonds must also be included.

Reply Brief of Petitioner, at 14. Neither the law nor logic dictate that we arrive at such a conclusion. Const. art. 32, § 1 reads:

This section . . . shall not be construed as a repeal of or limitation on any other authority lawfully exercisable under the Constitution and laws of this state, including, among others, any existing authority to issue revenue bonds.

(Italics mine.) It may just as clearly be read in a different manner than that proposed by the Authority. It may be read to mean that among other authority, in the context of revenue bonds, only existing authority is not limited by article 32's industrial revenue bond requirements. Thus, *761subsequently created authority would be subject to limitations. Since we may question whether subsequent authority to issue revenue bonds was intended to be encompassed in article 32's "no repeal or limitation" clause, the Authority does not make the difficult showing required of mandamus petitioners.

Because the Authority does not meet its substantial burden of showing entitlement to relief, and its case is based on cultivating an invalid presumption that Resolution 91-1 is constitutional, mandamus should be denied.

Dore, C.J., and Andersen and Durham, JJ., concur with Guy, J.

Contrary to the above-quoted observations, the majority then asserts: "Those owing money on the SBA first mortgage loans will not benefit from the loan pooling program." (Italics mine.) Majority opinion, at 744. Are not "[t]hose owing money on the SBA first mortgage loans" the same persons as the "borrowers" and "businesses seeking capital" referred to by the majority? Are not the persons who receive improved accessibility, rates, and terms in seeking capital benefiting from the loan pooling program?