Linnehan Leasing v. State Tax Assessor

SILVER, J.,

dissenting.

[¶ 32] I respectfully dissent from Part II, B of the Court’s opinion and its holding in Ken-05-183. We have often said that our primary objective when interpreting a statute is to give effect to the Legislature’s intent. See, e.g., City of Bangor v. Penobscot County, 2005 ME 35, ¶ 9, 868 A.2d 177, 180. To achieve that goal, we look first to the plain meaning of the language. Id. “We avoid statutory constructions that create absurd, illogical or inconsistent results.” Darling’s v. Ford Motor Co., 1998 ME 232, ¶ 5, 719 A.2d 111, 114. Although I agree with the Court’s conclusion that only the “retailer” who charged-off the account can benefit from the bad debt sales tax credit pursuant to 36 M.R.S. § 1811-A (2005), see DaimlerChrysler Servs. N. Am., LLC v. State Tax Assessor, 2003 ME 27, ¶ 12, 817 A.2d 862, 865, I cannot agree with the Court’s determination of who qualifies as a “retailer” pursuant to 36 M.R.S. § 1752(10) (2005).

[¶ 33] “Retailer” is defined to mean “a person who makes retail sales or who is required to register by section 1754-A or 1754-B or who is registered under section 1756.” Id. As the Court provides, “person,” as defined for the purpose of this appeal, “includes any individual, firm, co-partnership, association, society, club, corporation, estate, trust, business trust, receiver, assignee or any other group or combination acting as a unit, and the plural as well as the singular number.” 36 M.R.S.A. § 1752(9) (1990).5 There is no dispute that Linnehan is a retailer pursuant to section 1752(10). Furthermore, Linnehan and Atlantic, together, constitute a “retailer” when subsections 1752(9), (10) are given their plain and ordinary meaning. Accordingly, Linnehan is eligible for sales tax credit pursuant to section 1811— A.

[¶ 34] The undisputed facts demonstrate that Linnehan and Atlantic work together as a “buy here, pay here” operation. The two corporations share owners, officers, a management team, office space, telephones, computers, a website, and advertising. Atlantic works exclusively with Linnehan, and as a result, they share the same customers. Linnehan and Atlantic are entirely dependant upon each other for the sale and financing of used cars. As the Superior Court stated, the relationship is so close that “they could be considered the business equivalent [of] Siamese twins, joined at the hip.” As two corporations working together to sell used cars, Linne-han and Atlantic are a “person” pursuant to section 1752(9) because they are a “combination acting as a unit.”6 Furthermore, they are a “person who makes retail sales” pursuant to section 1752(10).

[¶ 35] Moreover, the stated purpose of the bad debt sales tax credit lends support to this plain meaning analysis. That stat*417ed purpose is to “give a credit on a sales tax paid on a charge sale, the payment for which was not subsequently made.” Tax Expenditure Review: Report of the Joint Standing Committee on Taxation 38 (Dec. 1986). It is undisputed that Linnehan paid the required sales tax for which it later took credit. It is also undisputed that the retail customer did not pay the sales tax. By giving “person,” and ultimately “retailer,” an unnecessarily narrow interpretation, the Court is preventing Linnehan from taking a tax credit that the Legislature intended to provide. In effect, the Court is preventing anyone from benefiting from the credit and thus allowing the State to receive a windfall. This cramped construction of the statute creates an absurd and illogical result. The present case can be distinguished from DaimlerChrys-ler, both because of the intertwined relationship of Linnehan and Atlantic, and because Linnehan is the retailer who paid the sales tax in question.

[¶ 36] Finally, considerations of common fairness7 and public policy warrant an interpretation that recognizes Linnehan and Atlantic as a “combination acting as a unit.” As I have previously noted, the Court’s interpretation prevents Linnehan or Atlantic from claiming the sales tax credit on tax that Linnehan indisputably paid. Moreover, the State has previously treated Linnehan and Atlantic as a unitary business.

[¶ 87] In 2002, the State filed an unfair trade practice complaint against Linnehan and Atlantic. The State alleged that Lin-nehan and Atlantic were perpetrating a “churning” scheme utilizing repossessed cars. In the complaint, the State alleged that Linnehan and Atlantic “join together to sell and finance motor vehicles to consumer purchasers.” The State further alleged that although Linnehan and Atlantic “are separate corporations they are part of a unitary business and are in fact alter egos .... [They] combine to form a used car dealership commonly known as a ‘Buy-Here/Pay Here’ sales operation.” (Emphasis in original.) The complaint resulted in a consent decree, whereby Linnehan and Atlantic were enjoined from certain activities, required to forgive certain consumer debt, and required to pay $40,000 to the State. Significant to the present case is the fact that Linnehan and Atlantic were treated as a single entity for the purpose of imposing liability.- The State not only recognized, but also, as a central aspect of their complaint, alleged that Lin-nehan and Atlantic together form a car dealership. The aforementioned notions of fairness and public policy concerns counsel a consistent approach to whether or not Linnehan and Atlantic operate their retail business as a single unit. If they are considered joined as a “dealership” for purposes of liability, then they should also be considered joined for purposes of the sales tax credit. The Court states there are different purposes for each act, and this is true. However, the fact remains that the two entities were treated as one.

[¶ 38] To further demonstrate the potential unfairness of the Court’s interpretation, one can look to other contexts in which the intertwined nature of Linnehan and Atlantic would likely result in joint liability upon the finding of the requisite violation.8 Fust, in the civil rights con*418text, the term “employer” has been liberally construed and has been applied to integrated enterprises. See, e.g., Trevino v. Celanese Corp., 701 F.2d 897, 403-04 (5th Cir.1983) (stating that separate entities may be sufficiently interrelated to constitute a single employer, and indentifying the “(1) interrelation of operations, (2) centralized control of labor relations, (3) common management, and (4) common ownership or financial control” as factors to be considered). Second, the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), see 42 U.S.C.S. §§ 9601-75 (1997 & Supp.2005), extends liability to “any person9 owning or operating [a] facility” where a violation occurs, 42 U.S.C.S. § 9601(20)(A) (1997); see also 42 U.S.C.S. § 9607(a)(1) (1997). In Lansford-Coaldale Joint Water Auth. v. Tonolli Corp., 4 F.3d 1209, 1220 (3d Cir.1993), the court stated that a sister corporation that was deemed the operator of a facility could be hable under CERCLA for the acts of its affiliate corporation. See also Schiavone v. Pearce, 79 F.3d 248, 254-55 (2d Cir.1996) (citing Lansford-Coaldale and reiterating the court’s analysis). The trend in the law is to treat sister corporations as one for liability purposes.

[¶ 39] Applying the plain meaning of section 1752(9), (10), -Linnehan and Atlantic, together, are a “retailer.” Accordingly, Linnehan is eligible for sales tax credit pursuant to section 1811-A. Furthermore, as demonstrated by an examination of Legislative intent and notions of common fairness, denying the sales tax credit elevates form over substance. Therefore, I would affirm the judgment in Ken-05-183.

. Section 1752(9) was repealed by P.L.2003, ch. 390, § 6 (effective Sept. 13, 2003). See supra n. 2.

. Giving the statutory language its plain meaning does not treat any of the language as surplusage. Although the definition of "person” explicitly includes a corporation, that does not mean that "any other group or combination acting as a unit” cannot apply to multiple corporations. The Legislature’s inclusion of a catch-all phrase demonstrates the intent to cast a broad net rather than somehow limit the possible combination of the listed entities. Reading the catch-all phrase to mean any combination, whether or not consisting of a listed entity, does not render any of the language without meaning or force. See Home Builders Ass'n of Me., Inc. v. Town of Eliot, 2000 ME 82, ¶ 8, 750 A.2d 566, 570.

. In Stevens v. Bouchard, 532 A.2d 1028, 1030 (Me.1987), we explicitly stated that our refusal to impose an implied warranty of habitability upon the seller of an existing home was based, at least in part, on "considerations of fairness and common sense.”

. My intent is not to state conclusively that either Linnehan or Atlantic would be liable if the hypothetical violations existed, but simply to illustrate the potential for Linnehan and Atlantic to be treated as a single entity for *418liability purposes despite the fact that they are technically distinct corporations.

. The definition of “person” includes a corporation. 42 U.S.C.S. § 9601(21) (1997).