Pennsylvania Liquor Control Board v. Richard E. Craft American Legion Home Corp.

*105NEWMAN, Justice,

dissenting.

I would affirm the Commonwealth Court because I accept the Pennsylvania Liquor Control Board’s (“PLCB”) logical argument of statutory construction, and believe that the principle that courts should defer to an administrative agency’s interpretation of the regulations that it is entrusted to enforce applies.

At the time the Richard E. Craft American Legion Home Corporation (“Home Corporation”) applied for a liquor license, Section 4-461.1 of the Liquor Code1 provided:

Section 4-461.1. Incorporated units of national veterans’ organizations.
(a) The board shall have the authority to issue new licenses to incorporated units of national veterans’ organizations, as defined herein, in municipalities where the number of licenses exceeds the limitation prescribed by section 461.
(b) The term “national veterans’ organization” shall mean any veterans’ organization having a national charter.
The term “incorporated unit of a national veterans’ organization” shall mean any incorporated post, branch, camp, detachment, lodge or other subordinate unit of a national veterans’ organization having one hundred or more paid up members and organized for a period of at least one year prior to filing the application for a license.
(c) When the charter of an incorporated unit of a national veterans’ organization is revoked, the retail license of the organization shall be suspended or revoked. The retail license of an incorporated unit of a national veterans’ organization is not transferable to any other organization or person.

47 P.S. § 4-461.1 (amended 1998).

The PLCB argues that because the phrase “or other subordinate unit” follows the list of “post, branch, camp, detachment, lodge” in the definition of “incorporated unit of a national veterans’ organization,” it merely constitutes a catch*106all provision intended to anticipate Congress’ creation of a national veterans’ organization that may label its local organizations something other than a “post, branch, camp, detachment” or “lodge.” Following the PLCB’s interpretation, we do not reach the “or other subordinate unit” catchall clause because the American Legion (“Legion”) has already incorporated units that fit the definition of an incorporated unit of a national veterans’ organization: namely, a Legion post. As discussed below, I find this a reasonable reading of the statute, and one that accords with the structure of the Legion.

The following letter from the Judge Advocate of the Pennsylvania Department of the Legion, dated May 4, 1995, and directed to all Legion post commanders, illustrates why the Home Corporation, is not an “incorporated unit” of a national veterans’ organization:

As you are all aware, the Pennsylvania Liquor Control Board is putting more and more emphasis on enforcement of its regulations. Therefore, it is absolutely essential that you all understand the purposes of Home Association, membership status in Home Associations, and in what name the Liquor License should be held. Any Post which has real estate and has a club license which dispenses alcohol should separate the ownership of the real estate from ownership of the liquor license. The real estate should be owned by the Post. The Home Association should own the Liquor License. The real estate should be rented to the Home Association. By doing this, the Post and the real estate are insulated from liability in the event of a tragedy resulting from consumption of alcohol.
Those Home Associations, or Posts, which hold a liquor license as a result of its affiliation with The American Legion may have only one class of member and that is a full member. There can be no social members.

Reproduced Record at 72a (emphasis added).

Despite this directive from the Pennsylvania Department, which has supervisory control over all Legion posts in this Commonwealth, the Home Corporation attempted to obtain a *107Section 4-461.1 liquor license even though approximately half of its members were “social” (i.e., nonveteran) members. Why is the Home Corporation at liberty to disregard the Pennsylvania Department’s “order”? The answer is that, contrary to the Majority’s holding, the Home Corporation is not an “incorporated unit” of the Legion.

In order to understand why the Home Corporation is not an “incorporated unit” of a national veterans’ organization, it is necessary to compare how the Home Corporation came into existence with how the Richard E. Craft American Legion Post No. 584 (“Post”) was created. The Post was instituted by a charter issued in 1954 by the national headquarters of the Legion—a national veterans’ organization authorized by federal statute.2 No one may be a member of the Post who did not serve in the armed forces during wartime.3 Moreover, the national headquarters of the Legion has the power to eliminate the Post—to end its existence through the revocation of the charter.4

By comparison, the Home Corporation is a creature of Pennsylvania’s Nonprofit Corporation Law,5 and derives its existence from a charter issued by the Court of Common Pleas of Mercer County in 1954. Unlike the Post, which can be terminated by the unilateral action of the national headquar-

*108ters of the Legion, the Home Corporation can be terminated only in the manner provided by the Pennsylvania Nonprofit Corporation Law.6

I made this last point as the author of the Commonwealth Court’s opinion in Dyle E. Bray Post No. 739 v. Dyle E. Bray Home Association, Inc., 663 A.2d 300 (Pa.Cmwlth.1995) (affirming VFW home association is separate nonprofit entity from VFW post), which underscores the importance of the distinction between the post and an organization affiliated with the post. The Majority assumes that, here, the Post “controls” the Home Corporation because Post members control the Home Corporation’s board of directors. That is not necessarily a safe assumption, as the situation that occurred in Dyle E. Bray Post No. 739 demonstrates, where the home association resisted attempts by the post with which it was affiliated to transfer assets to the post, to the point of litigating that dispute through the appellate courts.7

Contrary to the Majority’s statement in footnote six, its resolution does not accord with the recent amendments to the Liquor Code. Pursuant to that legislation, Section 4-461.1 now provides:

Section 461.1. Incorporated Units of National Veterans’ Organizations.
(a) The board shall have the authority to issue new licenses to incorporated units of national veterans’ organizations, as defined herein, in municipalities where the number of licenses exceeds the limitation prescribed by section 461.
*109(b) The term “national veterans’ organization” shall mean any veterans’ organization having a national charter.
The term “incorporated unit of a national veterans’ organization” shall mean any incorporated post, branch, camp, detachment, lodge or other subordinate unit of a national veterans’ organization having one hundred or more paid up members and organized for a period of at least one year prior to filing the application for a license. The term does not include auxiliaries, “sons of’ or other similar organization.
The term “affiliated organization” shall mean home associations, home corporations, auxiliaries, “sons of’ or similar organizations which are directly affiliated with an incorporated unit [ofj a national veterans’ organization. An affiliated organization must meet the definition of a club set forth in section 102, except that:
(1) if incorporated, the affiliated organization need not have been in continuous existence for at least one year prior to its application; or
(2) if unincorporated, the affiliated organization need not have been in continuous existence for at least ten years prior to its application.
(c) When the charter of an incorporated unit of a national veterans’ organization is suspended or revoked, the club license of the organization shall also be suspended or rescinded. The club license of an incorporated unit of a national veterans’ organization is not transferable to any other organization or person, except as provided in this section.
(d) An incorporated unit of a national veterans’ organization may transfer its club license to its affiliated organization as long as, in addition to fulfilling all the requirements pertaining to the transfer of club licenses, the state department of the national veterans’ organization provides the board with written approval for such a transfer. The license shall be suspended or rescinded upon the suspension or revocation of the charter of the affiliated incorporated unit of the national veterans’ organization. The license shall also be *110rescinded upon request of the state department of the national veterans’ organization or if the affiliated organization’s affiliation with the incorporated unit of the national veterans’ organization is severed.
(e) Only one club license may be issued to the incorporated unit of the national veterans’ organization, and the board may not issue a license to an incorporated unit of a national veterans’ organization if any of the unit’s affiliated organizations holds a club license.
(f) [omitted].
(g) [omitted].

1998 Pa. Legis. Serv. Act 1998-86, section 11 (“Act 86”).

Act 86 authorizes the transfer of a Section 4—461.1 liquor license to an “affiliated organization” —defined to include home corporations—where those transfers previously were forbidden. Compare 1998 Pa. Legis. Serv. Act 1998-86 (“Act 86”) with 47 P.S. § 4-461.1(c) (amended 1998). Act 86 did not change the requirement that in order to apply for a Section 4-461.1 liquor license, the entity must qualify as an “incorporated unit of a national veterans’ organization.” Id. In this situation, the Home Corporation applied for its own Section 4-461.1 license, arguing that it qualified as an “incorporated unit” of a national veterans’ organization; it did not request a transfer of an existing license.

Indeed, to the extent that Act 86 changed the definition of “incorporated unit,” these changes contradict the majority’s holding. Act 86 added the following exclusion to the definition: “[t]he term does not include auxiliaries, ‘sons of or other similar organizations.” 1998 Pa. Legis. Serv. Act 1998-86, section 11. Curiously, the legislature included “auxiliaries, ‘sons of,’ and other similar organizations”—along with “home associations” and “home corporations”—when it defined those “affiliated organization[s]” eligible for a Section 4—461.1 license transfer. Id. The legislature’s failure to include home corporations within the definition of an “incorporated unit of a national veterans’ organization,” when the legislature expressly included home corporations in the definition of “affiliated

*111organization” for the purposes of Section 4-461.1 liquor license transfers, suggests that home corporations do not currently qualify as incorporated units of national veterans’ organizations. See 1 Pa.C.S. § 1921(c)(5). Moreover, Act 86’s provision that Section 4-461.1 liquor licenses may be transferred to affiliated organizations demonstrates a legislative intent not to increase the total number of Section 4-461.1 liquor licenses, since those transfers will not create new licenses, and because the legislature chose to restrict, rather than expand, the definition of what qualifies as an incorporated unit of a national veterans’ organization.8

Finally, I do not believe that the Commonwealth Court’s statements regarding the appropriate standard for a trial court’s de novo review of a PLCB decision affected its proper disposition of this case. The court stated:

In any event, whether the Board’s or trial court’s version of the findings of fact are used is somewhat irrelevant because the facts are not in dispute; only the legal inferences to be drawn from those facts leading to the resolution of the legal issue—whether or not the Home Corporation constitutes a “subordinate unit” of a national veterans’ organization.

*112Pennsylvania Liquor Control Bd. v. Richard E. Craft American Legion Home Corporation, 686 A.2d 487, 440 (Pa.Cmwlth.1996). Even if one accepts the trial court’s more favorable findings of fact, that court’s legal conclusion that the Home Corporation qualified as an “incorporated unit of a national veterans’ organization” was incorrect. Assuming that there is a substantial degree of control by the Post’s members over the affairs and operation of the Home Corporation, indeed if the Home Corporation’s membership were limited exclusively to Post members, nevertheless it is the Post, and only the Post, which qualifies as the “incorporated unit” of the American Legion.

Accordingly, I dissent.

NIGRO, J., joins in this dissent.

. Act of April 12, 1951, P.L. 90, as amended, 47 P.S. §§ 1-101-9-902.

. Congress created the American Legion as a federally chartered corporation in 1919. See 36 U.S.C. § 41 et seq. I note that, among the powers granted to the American Legion, is the power "to establish State and Territorial organizations and local chapter or post organizations ....” 36 U.S.C. §44.

. This restriction is in accordance with the rules of the Legion, and with the current requirements of federal law. See 36 U.S.C. § 45. This prohibition also explains why the Home Corporation, which has social members, falls outside of the corporate structure of the Legion, and why the Post, all of whose members must be veterans, is the only entity that qualifies as the "incorporated unit” of the Legion.

. With respect to Section 4-461.1 liquor licenses, Pennsylvania's Liquor Code makes provision for this possibility: in the event that the national headquarters of the Legion decommissions a particular Legion post, that post’s Section 4-461.1 liquor license is automatically rescinded. 47 P.S. § 4-461.1(c).

. Appellant was incorporated under the Nonprofit Corporation Law of 1933, Act of May 5, 1933, P.L. 289, No. 105.

. The current version of Pennsylvania’s nonprofit corporations law is the Nonprofit Corporation Law of 1988, 15 Pa.C.S. §§ 5101-6162.

. The Majority’s statement that "[t]he home corporation is completely controlled by the American Legion post and is therefore clearly subordinate to the post,” does not address the issue of whether the Home Corporation qualifies as an incorporated unit of a national veterans’ organization. Assuming that the "or other subordinate unit” clause of Section 4-461.1(b) applies, it is subordination to the national organization—and not the local post—that matters. However, I accept the PLCB’s argument that the "or other subordinate unit” clause of Section 4—461.1(b) does not apply, because the only incorporated unit of the American Legion is a post.

. The recent legislation makes this intent clear by providing that "only one club license may be issued to the incorporated unit of the national veterans' organization, and the board may not issue a license to an incorporated unit of a national veterans' organization if any of the unit's affiliated organizations holds a club license." 1998 Pa. Legis. Serv. Act 1998-86, section 11. The Majority’s decision today may interfere with this portion of Act 86, because if a home corporation qualifies as an incorporated unit of a national veterans organization, it will qualify for its own Section 4-461.1 liquor license, and the above-quoted restriction may not apply. For example, while a home corporation is specifically listed as an "affiliated organization” of an incorporated unit of a national veterans' organization, a Legion post is not specifically listed as an “affiliated organization.” In other words, if a Legion post held a Section 4-461.1 liquor license, its home corporation could also obtain one because: (1) it would qualify as an incorporated unit of a national veterans' organization, and; (2) it has a plausible argument that, because the term “affiliated organization” does not specifically include "posts,” its Legion post does not constitute an “affiliated organization." This problem further highlights the majority's error: a home corporation will be both an "affiliated organization" and an incorporated unit of a national veterans' organization.