Industrial Development Authority v. Board of Supervisors , 263 Va. 349 ( 2002 )

Present: All the Justices
INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF ROANOKE
OPINION BY
v. Record No. 011446 JUSTICE LAWRENCE L. KOONTZ, JR.
March 1, 2002
BOARD OF SUPERVISORS,
MONTGOMERY COUNTY
FROM THE CIRCUIT COURT OF THE CITY OF ROANOKE
Richard C. Pattisall, Judge
In this appeal, the dispositive issue is whether the trial
court erred in construing the term “finance” in Code § 15.2-4905
of the Industrial Development and Revenue Bond Act (the Act),
Code § 15.2-4900 through -4920, to include the “refinance” of
existing bonds issued under the Act.
BACKGROUND
The pertinent facts are not in dispute and, for purposes of
our resolution of this appeal, may be briefly summarized in the
following fashion without a recitation of the technical aspects
of those facts. The Industrial Development Authority of the
City of Roanoke (the IDA) was created on October 21, 1968. In
1997, the IDA agreed to issue bonds to finance the construction
and equipping of a new hospital in Montgomery County (the
County) by Carilion Health System (Carilion). As required by
Code § 15.2-4905, the IDA obtained the concurrence of the
County, which had its own industrial development authority,
prior to issuing the bonds. As a condition of its concurrence,
the County entered into a private agreement with Carilion that
required Carilion’s hospital to pay the County a fee of .09375%
on the outstanding principal balance of the bonds as of July 15,
1998, and a like percentage on the outstanding balance in each
succeeding year that the bonds remained unpaid.
On May 11, 2000, the IDA adopted a resolution to issue
bonds for the benefit of Carilion that would, in part, refinance
the 1997 bonds and also provide new funds for additional
construction and equipment at the hospital and elsewhere.
Because the revenue from these bonds would pay off the debt on
the 1997 bonds, the hospital’s payments to the County under the
1997 agreement would cease.
Carilion and the County could not agree upon a fee to be
paid for the County’s concurrence to permit the 2000 bond issue.
Because of this impasse, the IDA decided to use funds from the
2000 bonds to permit Carilion to refinance only the debt on the
existing hospital in the County and not to finance any new
construction in the County. The County nonetheless contended
that its concurrence was still required to permit the
refinancing of the 1997 bonds by the 2000 bonds.
The IDA filed a motion for judgment in the Circuit Court of
the City of Roanoke seeking judicial determination of the
validity of the 2000 bonds. The County was made a party and
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opposed the suit. The County contended that the IDA was
required to obtain the County’s concurrence in the 2000 bond
issue and that the County had “expressly withheld its consent to
the [refinancing] of any previously-issued bonds.” Accordingly,
the County contended that the 2000 bonds were not valid.
The parties agreed that the meaning of the term “finance”
as used in the first sentence of the final paragraph of Code
§ 15.2-4905 was the dispositive issue before the trial court.
In a final order dated June 12, 2001, the trial court ruled that
this term “encompasses refinancing, sometimes referred to as
refundings, such as the proposed [2000 bonds] at issue in this
proceeding.” ∗ Accordingly, the trial court further ruled that
the concurrence of the County was required to validate the 2000
bonds and without that concurrence, the bonds were not valid in
regard to the refinancing of the outstanding indebtedness on
Carilion’s hospital in the County. By order dated September 14,
2001, we awarded the IDA this appeal.
DISCUSSION
In pertinent part, Code § 15.2-4905 provides:
∗
For purposes of this appeal, we need not address any
technical distinction between “refinancing” and “refunding.”
But see 26 U.S.C. § 147(f)(2)(A) and (f)(2)(D)(2001)(public
approval needed for qualified private activity bonds; no public
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If a locality has created an industrial
development authority pursuant to this chapter or any
other provision of law, no other such authority, not
created by such locality, shall finance facilities,
. . . within the boundaries of such locality, unless
the governing body of such locality in which the
facilities are located or are proposed to be located,
concurs with the inducement resolution adopted by the
authority, and shows such concurrence in a duly
adopted resolution.
(Emphasis added).
Both parties contend that the language of Code § 15.2-4905
is clear and unambiguous. The County contends that the
generally accepted meaning of the term “finance” includes
refinancing and that the legislature intended for that term to
have that meaning in Code § 15.2-4905. The IDA contends that
the plain language of Code § 15.2-4905 as a whole requires the
concurrence of a locality only when revenue bonds are used for
the initial financing of facilities and not when such bonds are
used for refinancing existing bonds. We agree with the IDA.
Well established principles guide our analysis of the issue
presented in this appeal. When the language of a statute is
clear and unambiguous, we are bound by the plain meaning of that
language. Vaughn, Inc. v. Beck, 262 Va. 673, 677, 554 S.E.2d
88, 90 (2001). To determine whether there is any ambiguity in a
approval needed for the refunding of qualified private activity
bonds).
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statute, we read the statute in its entirety, rather than
isolating particular words or phrases. Shelor Motor Co. v.
Miller, 261 Va. 473, 479, 544 S.E.2d 345, 348 (2001). Moreover,
we read related statutes in pari materia in order to give, when
possible, consistent meaning to the language used by the General
Assembly. Lucy v. County of Albemarle, 258 Va. 118, 129, 516
S.E.2d 480, 485 (1999).
When the General Assembly uses two different terms in the
same act, those terms are presumed to have distinct and
different meanings. Shelor, 261 at 480, 544 S.E.2d at 349.
When analyzing language in an act, we must assume that the
General Assembly chose with care the words it used, and we are
bound by those words when construing the act. Additionally,
when the General Assembly includes specific language in one
section of an act, but omits that language from another section,
we presume that the exclusion of the language was intentional.
Halifax Corp. v. First Union National Bank, 262 Va. 91, 100, 546
S.E.2d 696, 702 (2001).
In Code § 15.2-4901, the General Assembly identified the
specific purpose of “assisting in the acquisition . . . of
medical facilities,” as well as “assisting in the refinancing of
medical facilities,” and also used the phrase “financing, and
refinancing” to define different uses of bonds issued under the
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Act. In Code § 15.2-4908, the General Assembly made specific
provisions for the issuance of “refunding bonds” to redeem
“[a]ny bonds of the authority at any time outstanding.”
Applying the previously stated principles, it is clear that
the General Assembly intended the term “finance” as used in Code
§ 15.2-4905 to have a specific meaning that excludes the concept
embodied in the term “refinancing” as used elsewhere in the Act.
We hold that, as used in Code § 15.2-4905, the term “finance”
relates to the concept of acquisition only. Thus, this term
does not apply to bonds used to refinance existing revenue bonds
issued under the Act. Accordingly, the trial court erred in
ruling that the IDA was required to obtain the County’s
concurrence in the 2000 bond issue to refinance the 1997 bonds
and that in the absence of such concurrence the 2000 bonds were
not valid.
CONCLUSION
For these reasons, we will reverse the trial court’s
judgment and enter final judgment for the IDA validating the
2000 bond issue.
Reversed and final judgment.
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