Shale Energy Alliance, Inc., a Delaware Corporation v. Mac Warner, West Virginia Secretary of State, 20-0270

Background

Shale Energy Alliance (SEA), a 501(c)(4) incorporated in 2015, described its mission to run public-education campaigns on oil/gas and to "advocate for candidates" aligning with its priorities.
Between 2015–2018 SEA spent heavily on communications; in 2018 it reported $166,661.25 on election-related advertising, mailings, and polling and over $952,922 on advertising through 2018.
The West Virginia Secretary of State notified SEA it may have violated disclosure and registration requirements by failing to register as a political action committee (PAC) under W. Va. Code § 3-8-1a(21) (2013).
SEA made some disclosures and entered a partial settlement (including payment of certain penalties) but disputed that it was required to register as a PAC; the parties litigated that discrete statutory-interpretation issue by cross-motions for summary judgment.
The circuit court held SEA met the 2013 statutory definition of a PAC ("a committee organized by one or more persons for the purpose of supporting or opposing... candidates") and ordered registration; the West Virginia Supreme Court affirmed. The court declined to address constitutional challenges as waived.

Issues

Issue	Warner (Plaintiff)	SEA (Defendant)	Held
Scope of "organized ... for the purpose" in § 3-8-1a(21): must candidate advocacy be the sole/primary purpose?	The 2013 statute is plain; it does not require "sole" or "primary" purpose—an entity can have other purposes and still be organized for candidate advocacy.	The statute requires that supporting/opposing candidates be the sole, primary, or major purpose; otherwise non‑singular-purpose groups would be unfairly regulated.	Majority: Statute unambiguous; court must apply plain meaning. "Organized for the purpose" does not import a sole/primary requirement; the 2019 amendment adding "primary purpose" confirms the Legislature changed the law later.
Whether SEA qualifies as a PAC under the 2013 statute based on its organization and activities	SEA’s bylaws, mission statements, staff/consultant network, and election‑cycle expenditures show it was organized to support/oppose candidates and thus must register.	SEA’s broader non‑electoral mission, selective accounting, and disputes over which expenses count demonstrate it was not organized for that purpose.	Majority: Undisputed record evidence (structure and expenditures—majority of certain election‑year spending on express advocacy) supports finding SEA is a PAC.
Reliability/assessment of the factual calculation (years selected, inclusion of polls, allocation of expenditures)	The court correctly relied on the undisputed record and was not required to re‑weigh minor accounting objections on summary judgment.	The court erred by focusing on selected years, misattributing spending, including polls, and not auditing each transaction.	Majority: Challenges are factual objections insufficient to defeat summary judgment; they do not undermine the legal conclusion that SEA was organized for candidate advocacy.
Constitutional challenges to § 3-8-1a(21)	Court should not decide constitutional issues not timely raised; SEA waived constitutional review.	SEA attempted to preserve constitutional arguments but did not litigate them below.	Held: Constitutional claims were waived; court declined to address them.

Key Cases Cited

Painter v. Peavy, 192 W. Va. 189, 451 S.E.2d 755 (1994) (summary-judgment entry reviewed de novo)
Center for Individual Freedom, Inc. v. Ireland, 613 F. Supp. 2d 777 (S.D.W. Va. 2009) (federal district court interpretation that "the purpose" suggests singular-purpose organizations)
Buckley v. Valeo, 424 U.S. 1 (1976) (discusses permissible speech regulation tied to an organization’s major/primary purpose)
Banker v. Banker, 196 W. Va. 535, 474 S.E.2d 465 (1996) (courts may not add to or read into statutes words omitted by the Legislature)
Butler v. Rutledge, 174 W.Va. 752, 329 S.E.2d 118 (1985) (legislative amendments using different language are presumed to change the law)