Opinion
No. 204842.
Submitted February 2, 1999, at Lansing.
Decided July 13, 1999, at 9:10 a.m. Updated October 15, 1999.
Appeal from Michigan Tax Tribunal, Michigan, LC No. 0234510.
Strohl Borda, P.C. (by Jeffrey B. Levine), for petitioners. Jennifer M. Granholm, Attorney General, Thomas L. Casey, Solicitor General, and Tracy A. Sonneborn, Assistant Attorney General, for the respondent.
Amicus Curiae:
Miller, Canfield, Paddock Stone, P.L.C. (by Robert F. Rhoades), for William and Marilyn Morrocco.
Before: FITZGERALD, P.J., and HOLBROOK, Jr., and O'CONNELL, JJ.
Petitioners appeal as of right from a judgment of the Michigan Tax Tribunal upholding an intangibles tax assessment on the interest portion of a personal injury award. We reverse and remand.
The material facts are not in dispute. In 1982, petitioner Lyle Benedict (hereinafter Benedict) was employed by a janitorial service. Benedict was injured while at work and, as a result, has been rendered a paraplegic. Benedict initiated a cause of action in that same year, suing Progressive Builders Construction Co., Inc. and the State of Michigan, Department of Social Services (hereinafter DSS). After a lengthy litigation, involving several appeals, judgment was entered against the DSS in 1991. Benedict was awarded $919,245.40 and his wife, petitioner Pamela L. Benedict, was awarded $85,750. Petitioners were further awarded $1,452,676 in interest. Petitioners did not file an intangible tax return with respect to the interest award. In March 1996, respondent issued a final assessment for the tax year 1991 of intangible tax on the judgment interest in the amount $50,933, plus interest. The assessment was subsequently upheld by the Tax Tribunal.
Petitioners were divorced in 1992.
In their petition contesting the intangible tax assessment, petitioners asserted that they had reported the interest on their 1991 joint income tax return.
Petitioners were taxed under Michigan's former intangibles tax act, MCL 205.131 et seq.; MSA 7.556(1) et seq. (hereinafter the act). Subsection b of § 1 of the act, MCL 205.131(b); MSA 7.556(1)(b), defined "intangible personal property" to mean
The act was subsequently repealed by 1995 PA 5, effective January 1, 1998.
moneys on hand or on deposit or in transit, shares of stock, and other units of interest, in corporations, joint stock companies, and other associations conducted for profit, not, however, including the interest of a partner under a partnership agreement; securities which constitute a part of an issue of similar securities, such as bonds, certificates of indebtedness, debentures, notes, and certificates of deposit therefor; annuities; accounts and notes receivable, land contracts receivable, real estate and chattel mortgages receivable, conditional sale contracts receivable, and other obligations for the payment of money; equitable interest in any of the foregoing classes of intangible personal property, including interest of beneficiaries under trust whether created inter vivos or by will; and any and all other credits and evidences of indebtedness whether secured or unsecured. [Emphasis added.]
At its essence, this case centers on the reach of the two catch-all provisions highlighted in the above definition. The tribunal ruled that while the first provision ("and all other obligations for the payment of money") could be read as being limited to commercial transactions, the second ("and any and all other credits and evidences of indebtedness whether secured or unsecured") is not similarly limited. "As an evidence of indebtedness," the tribunal reasoned, "petitioners' judgment is intangible personal property as defined by the plain and unambiguous terms of section 1(b)."
"In the absence of fraud, review of a decision by the Tax Tribunal is limited to determining whether the tribunal erred in applying the law or adopted a wrong legal principle; its factual findings are conclusive if supported by competent, material, and substantial evidence on the whole record." Michigan Bell Telephone Co. v. Dep't of Treasury, 445 Mich. 470, 476; 518 N.W.2d 808 (1994). Review of the tribunals' findings of fact are not at issue, given that the case was presented to the tribunal on a set of stipulated facts. Rather, the central issue for us to resolve is whether the interest on petitioners' judgment falls within the above statutory definition.
Issues of statutory interpretation are reviewed de novo on appeal. Michigan Automotive Research Corp. v. Dep't of Treasury (After Remand), 222 Mich. App. 227, 231; 564 N.W.2d 503 (1997). "The overriding goal guiding judicial interpretation of statutes is to discover and give effect to legislative intent. The starting place for the search for intent is the language used in the statute." Bio-Magnetic Resonance, Inc. v. Dep't of Public Health, 234 Mich. App. 225, 229; 593 N.W.2d 641 (1999) (citations omitted). If the language of the statute is clear and unambiguous, then no further interpretation is required. In re Worker's Compensation Lien, 231 Mich. App. 556, 561; 591 N.W.2d 221 (1998). However, judicial construction is appropriate when reasonable minds can differ with regard to the meaning of the statutory language. Michigan Bell Telephone Co. v. Dep't of Treasury, 229 Mich. App. 200, 216; 581 N.W.2d 770 (1998).
We conclude that reasonable minds can differ concerning the meaning of the two catch-all provisions. Therefore, they must be construed to ascertain legislative intent. We begin by turning to the entire definition for guidance.
The definition is divided into six separate sections, each separated by a semicolon. The fifth of these states that each section immediately preceding establishes a separate class of intangible personal property. The first catch-all provision is a part of the fourth class, which includes the following list of specifics: "accounts and notes receivable, land contracts receivable, real estate and chattel mortgages receivable, conditional sale contracts receivable. . . ." MCL 205.131(1)(b); MSA 7.556(1)(b). We believe that the association of the "and other obligations for the payment of money" catch-all with this list signals that the scope of the provision is to be limited by that list. See People v. Jacques, 456 Mich. 352, 355; 572 N.W.2d 195 (1998); Bennion, Statutory Interpretation (2d ed.), § 379, p. 858.
One of the most widely applied of the linguistic canons of statutory construction is the doctrine of ejusdem generis:
This is a rule whereby in a statute in which general words follow a designation of particular subjects, the meaning of the general words will ordinarily be presumed to be and construed as restricted by the particular designation and as including only those things of the same kind, class, character or nature as those specifically enumerated. [ People v. Smith, 393 Mich. 432, 436; 225 N.W.2d 165 (1975).]
The scope of the category established is only as broad as necessary to encompass the area embraced by the specifically enumerated subjects. It is within such a designated scope that any general catch-all provision should be interpreted. In other words, it is presumed that "the draftsman must . . . have inserted the general words in case something which ought to have been included among the specifically enumerated items had been omitted." Cross, Statutory Interpretation, p. 116.
We believe that the tribunal correctly concluded that the category established in the fourth section of the definition is limited to payment obligations arising from commercial exchanges. The specific list names several types of receivables generated in the course of certain commercial transactions. Accordingly, the catch-all "and other obligations for the payment of money" should be read as referring to other commercial exchanges not mentioned in the foregoing list. Interest on a judgment in a lawsuit does not fall within that category.
We now turn to the second catch-all provision. Unlike the first, this provision is not specifically tied to a single genus; instead, it appears in a separate section at the very end of subsection 1(b). The question arises whether the scope of this provision is similarly limited. The tribunal concluded that the scope of the provision sweeps broadly because it is "without limitation or differentiation." We disagree.
In the typical situation where the ejusdem generis doctrine applies, the statutory framework reads as follows: "X, Y, Z," followed by a general residuary phrase. Bennion, supra at 858. See also Scalia, A Matter of Interpretation, pp. 25-26. The definition's fourth section clearly follows this paradigm. However, application of the principle is not limited by the form the association takes or the words employed. Rather, the operative inquiry is whether the context in which the general phrase appears indicates or implies that the drafters intended that the phrase be limited. Cross, supra at 116. If the text includes indications that the Legislature did not intend such a limitation, then the doctrine should not be applied. "Like all other linguistic canons of construction, the ejusdem generis principle applies only where the contrary intention does not appear." Bennion, supra, § 386, p. 867 (italics in original).
The act "provid[ed] for the imposition and collection of a specific tax on the privilege of ownership of intangible personal property." Rosenbalm v. Dep't of Treasury, 164 Mich. App. 99, 103; 416 N.W.2d 343 (1987). However, the tax was not to be imposed on all types of intangible property. By setting forth specific categories of property encompassed within the reach of the act, the Legislature clearly indicated its intent that the scope of the act be limited. See Jacques, supra at 357-358. The construction placed on the second catch-all provision by the tribunal defeats this purpose. The types of intangibles set forth all deal with various types of specific financial exchanges and investments, including ownership and creditor interest in corporations, annuities, as well as certain commercial transactions. The only way interest on a judgment in a civil cause of action would fit within this definition is if the specificity of those categories is ignored in favor of a broadly construed catch-all provision.
Further, we note that the construction placed on the provision violates other canons of statutory construction. For example, it is a fundamental tenet that "ambiguities in the language of a tax statute are to be resolved in favor of the taxpayer." Michigan Bell, supra, 445 Mich. 477. The tribunal's construction does not satisfy this rule. Additionally, we note that if the scope of the second catch-all is as broad as the tribunal indicates, then the use of the specific examples set forth in the preceding sections would be unnecessary. Driedger, The Construction of Statutes (2d ed.), p. 119. When possible, this Court avoids any "construction that renders any statutory language surplusage, nugatory, absurd, or illogical." Ansell v. Dep't of Commerce (On Remand), 222 Mich. App. 347, 355; 564 N.W.2d 519 (1997).
A broad construction also negates the limits placed on the fourth category by the first catch-all provision, thereby rendering the first catch-all nugatory. Again, such a construction is to be avoided. Syntex Laboratories, Inc. v. Dep't of Treasury, 188 Mich. App. 383, 388; 470 N.W.2d 665 (1991).
We hold, therefore, that the Tax Tribunal erred in concluding that petitioners' interest award was subject to taxation under the act. Accordingly, we reverse the decision of the tribunal and remand for further proceedings consistent with this opinion. We do not retain jurisdiction.