Alan v. Wayne County

388 Mich 210 ALAN v WAYNE COUNTY

Oрinion of the Court Counties—Stadium—Millage—Debt 1. Taxation — Limitations. Michigan Supreme cannot, law, Court under hold that a county millage can tax without or debt limitations and without people, legal theory a justifies vote based on a county building any paying whether stadium or there are pay customers to use for it. and [27, 30-32, 34, 35, 37, [3-10, 12-19, 22, 23, ^{[11] [2] [3] [1]} [1, 43 Am 56 Am Jur 56 Am Jur 3, references) Political Subdivisions 195. cal Subdivisions 193. Obligations 100, 103, 107, 111, cal Subdivisions purpose exercised, 173 ALR 415. 56 Am Jur 20, 21, 73-75, 79, 95, Jur, for which 2d, 2d, Municipal Corporations, Public References §§ Municipal Corporations, 2d, Municipal 280-282, § §§ 38-45, Securities and public 202, 62, 114-117] 63, 50-53, 285. 543, 592-599, for Points Corporations, funds 117] 71, 77, 78, 83, 99, 104, 108, 112| 43 Am 57, 60, 61, 70, Auditorium or Obligations in Headnotes 614-619. Jur, Counties and Counties and Other Politi- expended Public Securities and Counties and Other §§ 72-76, stadium as 21, or 23, 79-81, taxing power Other 52-60, 94-98, Politi- public 285. (No [58, ^[64] [49, ^[52] [55, ^[54] [36] [43-48, ^[33] [28, 29, [17, [12, 16, 56] Political Subdivisions § 625. Political Subdivisions 195. 65] 43 Am Political Subdivisions § 598. Counties, 18, 16 Am Jur 16 Am Jur 59] 56 Am 56 Am Jur 51-53, 68] 43 Am 24-26] Am 50 Am 22, Jur, Am Jur and Other Political 56-59, 50 Am Jur 113-116] Jur, 2d, 2d, Jur Public 2d, Municipal Corporations, 2d, Municipal Corporations, Jur, 2d, Constitutional Constitutional Law Public 2d, Municipal Corporations, 100-103] Jur, Constitutional Law 62.§ Securities and Statutes 50 Am Statutes Securities 56 Am Jur Jur, §§ Subdivisions Law 56.§ 133-135. §§ Statutes Obligations 210-216. §§ Obligations 2d, Municipal Corporations, §§ 63. 619§ 165, 179, Counties and Counties Counties § 77. et §§ seq. 184. and Other Other Other Alan Statutes—Building

2. Counties —Powers—Constitutional Law — Authorities —Bonds. granted powers only been to it have such A has power granted Legislature one such state Constitution building provided incorporating as by authorities law is that (Const issuing 1963, statute; power is that of bonds another in a 7, 9, 13; etseq.). 1, 8; MCLA 123.951 §§ § art 3. Statutes —Revenue Act —Stadium. Bond provides for issuance of bonds for Bond Act

The Revenue (MCLA including public improvements stadiums 141.101 et seq.). 4. Statutes —Revenue Bond Act. only Act the Revenue Bond authorizes is one of bond

The kind paid by which are derived from the off "revenues” which is (MCLA improvement public "operation” proposed of the etseq.). 141.101 Authority Stadium—Bonds—Building 5. Act. Counties — issue, Proposed based on a "Fixed Rental” bond which is stadium paid county, paid by county to the than the revenues rather authority by building proposed for the act is not authorized (MCLA seq.). issue 123.951 et stadium bond Authority Legislature—Building Act —Bonds—Sta- 6. Statutes — dium. building authority Legislature opened up permit act a public improvement authority building itself either to "use” the public improvement actual to ultimate "users or to sublease ^{[66] [67]} [73-75, ^{[69] [82]} [80, ^[109] [84, [110] [118, Political Subdivisions §§ 43 Am Political Subdivisions §§ Political Subdivisions § Other 81, 86-92, tions Political Subdivisions §§ 56 Am Jur Am56 Am56 50 Am 88-90, Am §§ 56 Am Jur Political Subdivisions Jur, 95] 77-87. Jur, Jur, Jur Jur 94, 105, 56 Am Jur Public Securities Taxation Statutes 93] 2d, 2d, Municipal Corporations, 2d, Municipal Corporations, 2d, Municipal Corporations, Municipal 106] Am Jur §§ 2d, 664. 598, 614. 594-596. 556, 590. 1218, 1226, Municipal Am §§ 2d, Corporations, 202, 203, 543. Jur, Constitutional Obligations 98.§ Public Securities 1235. Corporations, Counties Counties Counties Counties Law Counties 542 et and and and and Other Obliga- Other Other Other seq. 388 Mich preserve public purpose public of’ and still improve- ment, stadium, Legislature such a but the maintained and self-liquidating held true inviolate the revenue character of the (MCLA seq.X et 123.951 7. Counties —Stadium—Bonds—Revenue Bond Act. Stadium bonds are not authorized the Revenue Bond Act where the stadium bonds backed the full faith and because, county provides only type credit of that act one of full faith and credit bonds and stadium bonds do not fall (MCLA etseq.). type within that 141.101 8. Taxation —Hotel/Motel Tax —Counties—Stadium. All county having the hotel/motel act tax does is authorize a 1,500,000 population levy or more to a tax after the sale of (MCLA seq.). stadium bonds 141.851 et 9. Counties —Stadium—Bonds.

A was not authorized to add its full faith and credit to a payable solely stadium bond issue from net revenues derived operation public improvement, from project since the financing had received more than from 25% Federal or grants. state Building Authority 10. Counties — Act —Statutes—Stadium— Bonds. building act, authority provides A section of the which that "the authority may self-liquidating issue in revenue bonds accord- subject provisions ance with and to the of Act 94No. of the 1933”, Public Acts of does not authorize stadium bonds because "self-liquidating the stadium bonds are not revenue bonds” and subject the stadium bonds are not "in accordance with and to (MCLA provisions 123.961, seq.). the of Act 94” 141.101et 11. Statutes —Construction. statutory provides

A well established rule of construction that powers specifically they where are conferred cannot ex- be inference, tended but the it inference that was intended greater power given specified. that no other or was than that Authority Building 12. Statutes — Act —Revenue Bond Act— Bonds. building authority title act does not include the concept bonds, provided of bonds other than revenue or bonds (MCLA seq., in for the Revenue Bond Act 123.951 141.101 et et seq.X Alan Authority Stadium—Bonds—Building Act. Counties — providing part building authority act in that "such Section of the solely prop- payable from such the revenues of bonds shall be payments erty, shall be deemed to include revenues which property” any use or contract the of such made lease under proposed stadium bonds of a where does not authorize solely payable from the are not revenues the bonds stadium (MCLA public improvement operation of the derived from the 123.961). Authority Statutes—Building 14. Constitutional Act— Law — Taxation —Bonds. act, building authority the which states Provision in a section payable bonds are from the extent that "where and to any pursuant payments to made be derived from revenues obligations, be the bonds shall deemed lease contract or other obligations anticipation of contract such to be issued obligations obligations to be contract antici- shall deemed be issued, meaning pation are within section of which bonds constitution”; article of 6 of 9 of that section of that article payment imposed for to "taxes the constitution refers bonds”; imposes principal no taxes and in no interest on (Const §6; way issuance of bonds authorizes 123.961). MCLA Authority Building 15. Statutes — School Dis- Act —Schools Law. tricts —Counties—Stadium—Bonds—Constitutional providing "where and to the extent that bonds Sentence payments payable from made from revenues derived obligations, pursuant lease other contract obliga- anticipation be issued in of contract shall be deemed to obligations be contract tions shall be deemed to and such issued, obligations anticipation within of which bonds are constitution”, meaning was article 9 of the section building authority incorporated the intent act with into building (governmental) be consid- use of would school self-liquidating 15-mill limita- use outside the ered a revenue occupier/user tion; import was the actual thе sentence being specially conduit such rather than added for a non-user (Const 9, 1963, county in art as a the stadium bond structure 123.961). 6; MCLA Authority Building 16. Statutes — Act —Constitutional Law— Taxation —Bonds. authority anything building act is construa- If in a section of the appointed authority empowering bonds other ble an issue as 388 Mich 210 bonds, self-liquidating than revenue such as bonds secured in taxation, part property whole or in that construction must (Const 1963, 4, fall before the act as it the title of stands art 24; seq.). MCLA 123.951 et Building Authority 17. Statutes —Constitutional Law — Act— Bonds. building authority Sentence in a section act offended the Michigan purported if it Constitution to substitute full faith property and credit for the revenue from normal as the payment source of for the authorized bonds it unless "reenacted published length” any part at of the Revenue Act Bond amended, building authority well as the act which in fact did not; building authority incorporates this is because the act a therefore, section of the Act Revenue Bond reference and Court, Michigan Supreme a anything'in under of the decision building authority pur- act or act to amend that act ports dispense something Act, required by "to with and to changes”, make some offends section an article of the (Const 4, 1963, 25; 123.951, Constitution art § MCLA 141.101 et n seq.). Building Authority 18. Statutes —Amendments—Title Act — Act —Constitutional Law-Stadium —Bonds—Taxation—Coun- ties. building authority A section of the act cannot be read to autho- support paid by rize either tax of the "Fixed Rental” to be county building authority to a offending or tax bonds without Michigan provision requiring unity Constitution of title and provision requiring appropriate text or the constitutional meth- amendment; consequently, county bonds, ods of stadium which (Const 25; are tax bonds are not valid MCLA §§ 123.961). Statutes—Building Authority 19. Taxation — Bond Act —Revenue Act —Counties—Stadium—Bonds. operative part building authority act as far as autho- concerned, rizing only self-liquidating a bond issue is authorize pursuant revenue bonds to the Revenue Bond Act and the arguments and inferences that tax bonds be issued under foundation; either those acts are without valid neither act (MCLA authorizes stadium bonds which are tax 123.951 seq., seq.). et 141.101 et Stadium—Bonds—Building Authority Act —Reve- Counties — Act. nue Bond pledging only pay A its full faith and credit not Alan pay stadium, also the bonds for the but rent of a stadium building authority act and the of which Revenue neither county’s permit, full faith and where credit is Bond Act county’s payment building to the pledged rent for the authority building separate authority is not from (MCLA ego acting government but as an alter and autonomous seq., seq.). et 123.951 et 141.101 Authority Amendments—Building Act —Revenue 21. Statutes — Act. Bond building authority not act does amend or alter the The Revenue (MCLA seq., seq.). et 141.101 et Act 123.951 Bond Authority Building Act —Title—Constitutional 22. Statutes — Law —Bonds—Counties—Stadium. object expressed building authority embraces an The act title, supported by if it stadium bonds its authorizes full county, and is faith and to that extent an unlawful credit of (Const 1963, 4, 24; art § authorization of such MCLA seq.). 123.951 et

See headnote 115. Authority Statutes—Building Act —Revenue 23. Taxation — Bond Act. "exception” building authority act does not create a tax bond The expressed legisla- Act because there is no to the Revenue Bond (MCLA exception seq., 123.951 et tive intent to such an create seq.). 141.101 et Reference—Scope 24. of Act. Statutes — merely no a section of statute can more A reference another scope enlarge it literal broaden its than could its reenact- place designed fill; ment in the statute in the it was new case, change phraseology in the of the act neither without some to, enlarged, provisions materially be while it referred can its may very materially which limit the effect of the act of it has part. thus become 25. Law. Statutes —-Amendments—Constitutional act, Legislature, previous it intends to amend a must when plain unequivocal require- do so in conformance with the Michigan ments of a article of Constitution section of an (Const 25). 4, art Law. Statutes —Amendments—Constitutional reference, act, incorporated by will An if is to referred to or be incorporated any changes unless the treated as be without Mich 210 sections altered or intended amended reenacted and published required by length at a section of an article of (Const 25). Michigan Constitution 27. Constitutional Law —Construction. Michigan Supreme approve

The Court cannot a construction that spirit purpose and allows the of the constitution to be evaded by seizing particular following on words and "precisely” them plain meaning to the detriment of full text. 28. Statutes —Amendments—Constitutional Law. Any published by bill law must enacted into virtue of a section Michigan of an article of the Constitution but that section of require existing constitution does statute which was physically republished full; amended to be reenacted and in however, by virtue another section of that article of the specific constitution the section amended terms the new published just bill must be reenacted and as other law 35). (Const 1963, 4, published 25, must be art §§ 29. Constitutional Law. Michigan halfway

The is not Constitution satisfied with measures prefer straightforwardness. and does not dissimulation to 30. Statutes —Amendments—Publication—Constitutional Law. amended, Statute C cannot be under a section an article of the Constitution, Michigan by putting specific even in statute B C, words to amend statute unless both B statutes and C are 25). (Const 1963, 4, republished art § 31. Statutes. impossible

It should not be to tell what the law is. by Implication. 32. Statutes —Amendments Legislature, really previous where it intends to amend stat- operation utes so that their is narrower or broader than stated be, previously expressed or construed then this intent as is by implication not amendment and cannot amend- be.rendered by "implication” by failing point ment the device of out the specific section intended to be altered or amended. 33. Constitutional Law. requirements may

Constitutional duties not be on avoided ground might comply that it be a lot of work to with the constitution. Alan Interpretation—Amendments—Publication—Con- 34. Statutes — stitutional Law. legislative specific In intent the absence amend or alter Michigan Supreme Court other statutes the will treat them as interpret they them as existence written unaffected statutes; by subsequent if it is intended to amend or alter those specifically it should be other statutes then stated and those directly republished or statutes must be amended altered contemрlated by Michigan of an a section article of the 25). (Const 1963, Constitution art Legislature. 35. Statutes —Amendments—Constitutional Law — intended, directly indirectly, If a bill under consideration revise, alter, operation previous statutes, or amend the then constitution, amended, appropriately until unless and re- quires Legislature that the do fact what it intends to do (Const 25). operation Interpretation. 36. Constitutional Law — given interpretation. The constitution must be a reasonable Authority Building 37. Statutes — Act —Revenue Bond Act. building authority The reference in the act to the Revenue Bond legal incorporating Act has the effect of that act in all of its terms without amendment or alteration into a section of the (MCLA building authority seq., seq.). act 123.951 et 141.101 et Building Authority 38. Statutes — Act —Bonds—Term Bonds —Se- rial Act. Bonds —Revenue Bond proviso building authority says The in a section of the act which that the bonds be term bonds is no effect and the bonds may only be serial bonds authorized in a section of the (MCLA 141.107). 123.961, Revenue Bond Act Building Authority 39. Statutes —Revenue—Revenue Bond Act — Act. The definitions of "revenue” in the Revenue Bond Act are not excepted by any and cannot be statement in a section of the building authority specific provisos act no matter how these might phrased; change in order to the definition of "reve- nue” the Revenue Bond Act direct amendments would be (MCLA required 123.961, at least to two sections of that act 141.107). 141.103, Title—Building Authority 40. Statutes — Act —Revenue Bond Act —Taxation—Contracts. purported building authority The authorization in a section of the 388 Mich 210 support obligation act taxes to of unlimited contract anticipation issued of which bonds are under the Revenue Bond Act of no effect without direct can be amendments to at least Act, two of the Revenue Bond as well sections as the title to the (MCLA 141.113). building authority seq., 141.107, act 123.951 et Authority References—Building Act —Revenue Statutes — Bond Act. building

The authority reference in a section of the act to the authority purposes voting limits in a section of the amend, anything Revenue Bond Act does not alter or revise Act, merely that section of the Revenue Bond because it re- other states in words what is stated in that section of the (MCLA123.961,141.133). Act Revenue Bond 42. Constitutional Law —Statutes—Stadium—Bonds—Non-Reve- nue Bonds. illegal Authority

Stadium because the Stadium bonds had no statutory power or constitutional under the circumstances to issue non-revenue bonds. 43. Counties —Stadium—Bonds—Revenue Bonds —Tax Bonds—

Debt Limitations —Taxation. bonds, self-liquidating

Stadium that are not revenue bonds but general, obligations are in unlimited fact tax bonds direct county, subject of a are tax bonds and are to debt limitations as are all other similar tax bonds. 44. Constitutional Law —Debt Limitations —Bonds—Revenue Bond Act. Michigan Supreme Court in effect created a constitutional "self-liquidating definition revenue bond” the Reve- under limits; Act nue Bond and constitutional debt bonds issued escape simply under that act do inclusion as "debt” not because they been have issued act but under that rather because of the (MCLA required by character that act 141.101 et seq.). 45. Constitutional Law —Revenue Bonds —Taxation—Debt Limita- tions. definition, "self-liquidating As a constitutional bonds” do revenue obligate general power taxing not not create and hence do subject a debt to debt limitations. 46. Counties —Rent—Constitutional Law —Debts. payments by building county Rent for a a reasona- used must be Wayne County Alan county get

ble and does not title at even if the end of the lease, may obligation incur an not unconditional "rental” obligating incurring its full faith and without credit and hence "debt” in the constitutional sense. 47. Counties —Contracts—Leases—Constitutional Law —Statutes —Debt Limitations. county, county pledges

Contracts or leases in which the levy sufficient taxes and collect sufficient revenues from other payments, sources to make the are within the constitutional statutory applicable debt limits. Building Authority 48. Taxation — Act —Constitutional Law. building authority A section of the act and a section of an article Michigan levy of the Constitution do not authorize the of taxes under that act much less taxes "without limitation as to rate or (Const 123.961). 9, 6; amount” MCLA Taxation—Building Authority 49. Counties — —Bondholders. Appeals county levy Court of that a decision is authorized to annually necessary such ad valorem taxes as to meet obligations building authority its to a under the contractual arrangements parties rights of the is overruled but the of bona fide bondholders remain inviolate. 50. Counties —Landlord and Tenant —Rent—Stadium. Payments by county authority to a stadium cannot be rent for county the stadium where the is not a user of the stadium (MCLA123.961). building authority under a section of the act Debts—Stadium—Municipal 51. Counties — Finance Commission— Bond Act. Revenue Approval Commission, Municipal prem- of the Finance which was upon obligation being ised a stadium bond not a debt of a debt, county legal when it was a is without effect and the bonds illegal approval required precedent since as a condition (MCLA to their issuance a section of the Revenue Bond Act 141.127). 52. Counties —Stadium—Contracts—Bonds—Statutes. valuation of of one mill of the assessed One-tenth "raising” of this million dollars and the is far below 371 requires, building purposes under of the amount for statutes, people had so the which has been a vote therefore, and, security for a stadium is void the bond contract 141.71). (MCLA46.7, 388 Mich 210 53. Counties —Stadium—Lease—Purchase—Bonds—Revenue Bond Building Authority Act — Act —Statutes—Constitutional Law. by authority county If a really a lease of a stadium stadium to a purchase is a the bonds issued then to finance that stadium are (a) illegal presently since the has borrowed or "raised” .building purchase more than one-tenth of one mill for a with- (b) people out in violation a vote of the of statutes and since the bonds are not revenue bonds under the Revenue Bond Act and act, building authority since the bonds are not secured (c) operation property "revenue” derived from the and since not conform the bonds do either to a section of the they Act or to the Revenue Bond statement on their face that provi- do not create debt within statute or constitutional (MCLA46.7, 123.951,141.71, etseq.). sion 141.101 Municipal Corporations —Powers. municipalities involving imposition public Powers of bur- strictly dens should be construed. Construction—Life—Liberty—Property. 55. Constitutional Law — Michigan protection life, Provisions of the Constitution for the liberty property largely liberally are to be construed in favor of the citizen. Any Secondary Obliga- 56. Constitutional Law — Indebtedness — tion —Counties—Bonds. phrase "any requires The constitutional indebtedness” also "secondary broad construction so as to include the so-called obligation” they up of counties when back the bonds of other government pledge units of with a of full faith and credit. 57. Counties —Credit—Revenue Bonds —Statutes—Constitutional Law —Debt Limitations. county’s pledge A of credit behind "revenue bonds” is within the pledged; anything constitutional debt limitation to the extent contrary previous in statutes or case law is of no effect 11). (Const 1963, art Indebtedness—Statutes—Legislature. 58. Constitutional Law — Legislature power has no to determine statute the mean- (Const 1963, ing purposes of "indebtedness” for constitutional 11). Obligations— 59. Constitutional Law —Governmental Units — Corpora- Municipal Municipal Bonds — Finance Commission — tions —Contracts—Debts. "obligations” Governmental units who incur and the Munici- y Wayne County Alan pal approve who must Commission Finance some these (i.e. bonds) obligations involve those which certain kinds of Michigan Supreme Court forewarned that will not bend response emergencies constitution twist pleaded necessity; will not "debt” be construed to mean some- thing just aggregate obligations whatever the total of below particular has; municipality distressed the Court will construe people regardless debt to mean what the intended it to mean contracts, debts, municipal liabilities, bonds, its effect on etc. 60. Counties —Revenue Bonds —Rent—Debts—Bonds.

A true bond or "true rent” revenue creates no indebtedness in judging public creation of debt in the connection with a bond issue. Improvements. 61. Bonds —Public Counties —Revenue payable solely A true revenue bond is one that from the operation public revenues derived from the or use of the improvement question. Municipal Corporations Improve- 62. —Counties—Rent—Public ment. must, situation, municipality A for a true rent be the actual user public improvement except merely of the where it acts as a users, professional conduit and the such a actual baseball team, pay payment the rent and true rent a must be reasona- ble in that it must a bear direct relation to the economic or public market value the of its actual use of the improvement; payment may operating a true rent include costs they part if normal of such a rental the total and payment including operating of rent and/or costs is reasonable. Municipal Corporations 63. —Rent—Contracts—Debts. municipality pay A in connection with its contract to "rent” despite pay contingen- make no unconditional covenant to such facility by cies as make would unavailable for use creating passes renter without a debt whether or not title municipality may pledge its full faith and credit to support creating rent its without a debt. Secondary 64. Counties — Debt —Bonds—Debts—Constitutional Law. Secondary county’s support debt involves a full faith credit to government contingencies bonds of other units of in certain Michigan is a debt within section of an Consti- article of (Const 11). 1963, 7, tution art 388 Mich 210 Supreme Court. 65. Fide Purchasers — Bonds —Bona paid purchasers according rights of bonds to be fide The of bona impaired obligations cannot be a subse- to the tenor of Michigan Supreme quent holding Court. Debts—Legislature. Law — 66. Constitutional Michigan meaning Constitution cannot in the The of debt 11). (Const 1963, legislative §§ action altered 67. Counties —Unchartered Limitations. Counties —Debt authority Legislature to establish or alter debt has percent within the ten unchartered counties limitations for Michigan an article of the Constitution limit of a section of 11). (Const 1963, art Counties —Statutes—Amendments— Counties —Unchartered Authority Building Act —Constitutional Law. Publication — "any building authority act that Provision in a section incorporat- applicable obligation to the rental or consideration contract, ing shall not be considered under such unit or units incorporating unit or units within the as indebtedness of statutory meaning limitation of such or charter debt incorporating as to units” is void and of no effect unit or Legislature because the failed to observe unchartered counties republication requirements Michigan on Constitutional 123.958). (Const 1963, 4, 25; art MCLA § amendments 69. Taxation —Revenue Limita- Bonds —Rent—Constitutional

tions. buildings by municipality Payments by financed of rents for a operating part municipality’s normal revenue bonds are revenues, including expenses ad from normal and must come taxes, are taxes from which rents valorem and the ad valorem imposed by subject paid the state consti- to the limitations are 6). (Const 1963, 9, art § tution 70. Taxation —Revenue Limitations. Bonds —Constitutional authority by building as authorized a local Revenue bonds issued municipality statute, except qualify by to have the those which credit, subject limitations pledge to the full faith and are its (Const 1963, by art imposed state constitution on taxation etseq.). 9, §6; seq.; et 141.101 MCLA 123.951 MCLA 71. Limitations. Taxation —Tax Bonds —Constitutional categories payment for the Tax bonds issued 9, 1963, art paragraph of Constitution in the second indicated Wayne County Alan paragraph in the limitations first

§ are free of the of that percent section, subject to the ten limitation but of Consti- (Const 1963, 7, 7, 11; 6). art art tution art § § 72. Statutes —Construction—Revenue Bonds —Tax Bonds. part That of the statute which authorizes the issuance of bonds authorities, by building purports if it local to remove revenue millage imposed by bonds from the limitations the state consti- tution, invalid, purports is if it to tax free bonds building limitations is ineffective because neither the local authority act nor the Revenue Bond Act of 1933 authorizes tax (Const 123.961). 9, 6; MCLA Stadium—Municipal Corporations 73. Constitutional Law — —Pub- Purpose. lic building prevented being "public The of a is not stadium from a by purpose” under the constitution the fact that it will be used primarily by private profit-making used is intended to be sports organizations. Municipal Corporations 74. —Revenue Bonds —Stadium—Absolute Necessity. showing necessity” required

A justify "absolute building building authority of a stadium a local where the paid stadium is to be financed revenue bonds and to be for by private pay provide users who must sufficient revenues to principal for the retirement of and interest on the bonds (MCLA123.961). Municipal Corporations Building Authority —Local —Stadium Activity —Increased Business —Statutes. authorizing building authority acquire statute a local sports, recreational, stadium and lease it and other activi- activity employment” ties "thus increase business does activity not make increased business a condition which must be by proof (MCLA justify acquisition met of the stadium 123.958). Pledge 76. Counties —States—Revenue Bonds — of Credit. pledge given by No of credit is state or its subdivision stadium, financing in true revenue bond and the bondhold- pay ers must look to of the actual users the stadium to the off indebtedness, building bonded not to the whose author- ity bonds; financing issued the thus true revenue not bond does prohibition granting violate the constitutional on of the credit (Const 18). 9, the state art Mich States—Counties—Pledge of Credit. Law — Constitutional give county may anything nor its subdivision Neither state the consideration, public private away a whether for without acquires something purpose, state or transfers of when the but value does not offend the constitutional value for return (Const 1963, prohibition granting the credit of the state art on 18). 9, § States—Pledge 78. Constitutional Law — of Credit —Fair Value. of whether the state has received fair The determination value given and thus has violated the what it has constitu- prohibition granting credit of the tional on the state is for Legislative and Executive branches to make in officers of the respected judgment proper by and will be the of a exercise (Const has been clear abuse of discretion courts unless there a 18). 79. Taxation —Tax Bonds —Stadium—Lease—Rent—Fair Value. user, major major-league paid a such as a by The rental to be municipal team, stadium financed baseball of a valid tax bonds, would be the market than revenue fair rather value of team rather than revenue-bond the facilities proportionate liquidating a share bonded standard of indebtedness. 80. Statutes —Notice—Revenue Bond Act —Pe- Bonds —Revenue tition Electors. right on There is constitutional to vote revenue bonds no absolute Bond Act a must be but Revenue vote under a section if, days publication of a "Notice of Intent held within 30 Bonds”, signed by petition to Issue is filed the electors 10% 104.133). (MCLA of the borrower 81. Statutes —Notice—Revenue Bond Act. Intent, legal required by purpose of the Notice as a section Act, provide is information so Revenue Bond (MCLA141.133). taxpayer vote can decide whether to seek a Equal Elections— 82. Constitutional Protection —School Law — Revenue Bonds. right though no to vote Even there is Federal constitutional elections, right given, once lines cannot certain school applies equal protection; same rule with drawn inconsistent voting on revenue bond issues. 83. Constitutional Law —Due Process. citizen, right merely he no constitutional A because has Wayne County Alan v

something, something forced to take cannot be that burdened procedures Legisla- with and unfair whatever classification the right given, attaches; job, right ture once a be it a the vote, right telephone, property, right the to hold a the to bid on whatever, government right or contracts that cannot be re- process. not consonant with stricted means due Equal 84. Constitutional Protection —Due Process. Law — Every equal fortiori, protection denial of is a a denial of due process. 85. Constitutional Law —Due Process —States. "privilege” grant A proce- state not and burden it with process. dures violative of due 86. Notice —Counties—Stadium.

The Notice of Intent for a bond issue for a stadium was defective reaching taxpayers in both its method of and its substance right petition because the cannot be created and cut off print newspaper fine in the back of a and because it failed to purpose misleading. inform the reader of its and was 87. Notice. give

The method of notice chosen must reasonable assurance of actually giving light means; notice in of other available required depends upon kind of notice the circumstances of the availability case and the of other means in both a theoretical and economic sense. Customary 88. Constitutional Law —Due Process — Process. Customary process necessarily process. is not due 89. Counties —Constitutional Law —Due Process —Bonds—Taxa- tion —Notice. comport process any respecting petition rights To with due notice supported by any pledge power on county of tax of a purpose; must state to whom the notice is issued and for what taxpayers it must tell the electors and of a that it is benefit; enough issued for their it must contain information so plain can be told from its face in and understandable language particular right the notice concerns some obligation respecting notice; subject matter of the (or explain right obligation) notice must nature required consequence what is to exercise it and the exercising it; regarding subject matter of the there notice enough meaningfully must be information so that a informed respecting right reasonably decision can be made from Mich plain supplied language on the

information face of the notice. 90. Constitutional Law —Statutes—Public Officials —Bonds— Trusts—Fiduciary Taxation — Standard. government public occupy position and its officials of trust fiduciary applied they and a standard should be to them where acting statutory duty give under a constitutional and government public proposes, notice to the what rights especially respecting impor- where it concerns electors government undertakings such tant as the issuance of bonds by taxing powers. secured Municipal 91. Finance Commission —Bonds. Notice — Municipal obligation The Finance Commission has an to insure of a bond as well the notices issue as the bonds themselves comply with the law. Regulation Ex- Securities —Securities 92. —Public Securities Policy change Of- —Public Commission —Fraud—Deceit—Public ficials. Misleading public statements in connection with the issuance of securities, "purchaser” to even one who neither a nor a right prevent "seller” but who has a to the securities from issued, being are within the condemnation of a rule of the Exchange prohibits "any person, Securities Commission which * * * directly indirectly engage operates act which operate upon any person, or would as a fraud or deceit purchase any security” connection with or sale of and it is contrary public policy Michigan permit to the the officials which, public corporations issuing ways of our bonds to act in circumstances, under other would be actionable if officials of private corporations by securing ap- issued bonds shareholder 10b-5). (SEC proval through misleading notices Rule 93. Constitutional Law —Due Process. Misleading process process. is not due 94. Counties —Stadium—Bonds—Revenue Bond Act.

Stadium bonds are invalid notice since there has been no valid (MCLA given under a section of the Revenue Bond Act 141.133). Purpose Building Authority 95. Act Counties —Stadium—Public — —Revenue Act. Bond acquisition, operation subleasing county of a stadium Alan organizations may legitimate sports be a professional the use of appear possible do so public it would under a purpose building issue under the au- legally revenue bond structured Act, combination, thority Bond alone or the Revenue act and by legislation appropriate as well as new circumstances under (MCLA etseq.). etseq., 141.101 123.951 Bonds —Revenue Bonds —Tax- Counties —Stadium—Bonds—Tax Building Authority Act —Revenue Bond Act. ation — bonds, general to. be tax secured Stadium bonds were structured limit, county to tax and credit of a without the full faith building authority authorized rather than revenue Act, which must be secured exclu- Revenue Bond act and the operation public sively by derived from the the revenues therefore, illegal they improvement; are because do the bonds requirements they comply of those acts and do not with the financing grant excep- qualify Federal or state under 25% (MCLA seq., Act 123.951 et 141.101 Bond tion in the Revenue seq.). et 97. Counties —Bonds—Stadium—Revenue Bond Act —Taxation. pledges general power incorporating authority, when it its tax

An building authority, obligation pay to a the "alter the rental authority ego” play and the and the doctrine comes into entity county and and since the are considered as the same entity, authority same therefore considered as the power directly county’s pledge tax runs to the of unlimited bondholder; pledge permitted under the Revenue such a is not illegal Wayne County bonds are stadium Bond Act and so (MCLA etseq.). 141.101 98. Constitutional Law —Statutes—Amendments—Publication- Authority Building Act. act, provides building authority part which of a section of the The payable from that the bonds are "where and to the extent pursuant payments to from to be made revenues derived obligations, be deemed the bonds shall lease or other contract obliga- obligations anticipation and such in of contract issued anticipation obligations in tions shall be deemed to be contract issued, meaning 6 of of section within the of which bonds are constitution”, because and of no effect of the is null article 9 were not Act to be amended of the Revenue Bond the sections republished required article a section of an reenacted and (Const 1963, 4, 25; Michigan MCLA art of the Constitution 123.961, etseq.). 141.101 Mich Statutes—Building 99. Taxation —Constitutional Law — Author- ity Scope Act — of Title. building authority If permit a section of act intends to pay rentals, to taxation without limitation fixed then that scope building authority section exceeds the of the title to the Michigan of act of a section an violation article of the imposes distinctly stating Constitution and also a tax without it in violation of of another section that article of the Constitu- (Const 123.961). 24, 32; tion art MCLA §§ 100. Counties —Constitutional Law —Bonds—Stadium—Taxation —Revenue Bond Act. county

Stadium bonds do create of a an indebtedness within a Michigan of section an article of the Constitution because the county present obligation has pay created a unconditional pledge the total debt service secured their to tax without and, addition, county limit has created indebtedness on (1) ways: county agreed directly the bonds in two other has give power bondholders the to enforce a lease contract one pledge support, covenant of is the which tax unlimited (2) county’s pledge general taxing power support places county building authority rent the shoes so obligations authority obligations their to the their also bondholders; illegal they the bonds are therefore because do meaning an create indebtedness within the of that constitu- provision contrary tional to the statement their on face and the (Const requirements section of the Revenue Bond Act 141.113). 7, 11; MCLA Stadium—Bonds—Municipal 101. Counties — Finance Commission— Revenue Bond Act. approval Municipal required of the Finance Commission legal under section of the Bond Revenue Act is without effect premised upon being since was stadium bonds not debt (MCLA141.127). Building Authority 102. Counties —Unchartered Counties — Act— Amendments—Repeals—Publication—Constitutional Statutes — Law. part building authority as a Insofar of a section would act except obligations the unconditional rental of an unchartered statute, from the limitations and conditions another compliance it is unconstitutional with because there was not republication requirements the reenactment of and of a section constitution, require an article the which amendment would Alan escape in its order to limitations repeal statute of the other (Const 1963, 4, 25; 46.7, requirements voting art MCLA and 123.958). Building Authority 103. Counties —Unchartered Counties — Act- Taxation—Millage—Constitutional Law. Bonds — Revenue authority building act a "revenue bond” an unchar- the Under taxing power pledged pay county may have its not tered millage operating payments beyond the allowed under "rental” paragraph in an a section of article of the in the condition a any county, Michigan no tax bond however Constitution structured, limitations; from debt free constitutional bonds, purport or revenue which to do bonds tax stadium (Const 1963, 9, 6; both, seq.). illegal art MCLA 123.951 et 104. Counties —States—Constitutional Law —Contracts—Services of Credit.

—Grant Constitution, Michigan article a section of an Under county may contract for services without an unlawful a state or (Const in grant full fair value credit if it receives return 18). 9, § Process. Law —Notice—Bonds—Due Constitutional process people to due issuancе of are entitled issue, Legislature provided has when notice of a bond notice.

106. Constitutional Process —Notice—Stadium—Bonds. Law —Due process issue a denial of of a stadium bond was due Notice published print part in fine of a it was classified because actually newspaper reasonably calculated and this is greatest taxpayers; number of the notice was also reach process inherently deceptive because it of due was denial misleading process process. misleading and is not due Building 107. Counties —Stadium—Bonds—Constitutional Law — Authority Act. Act —Revenue Bond Constitution; public purpose to a within the Stadium bonds relate however, support its full cannot stadium bonds with authority building credit under the act and faith and (MCLA seq., seq.). Bond 123.951 et 141.101 et Revenue Act Building Authority 108. Statutes — Act —Sta- Act —Revenue Bond dium —Bonds. adequate Michigan law issue stadium There are standards building authority under the and the Revenue Bond act (MCLA seq., seq.). Act 123.951 et 141.101 et 388 Mich Equity Injunction—Supreme Court —Taxation. — equitable Michigan’s justice The doors of one court of are wide by open taxpayers injunctive protection for direct actions against "without more levies limitation as to rate or amount” plead they prove able to whenever are and a case of confisca- irreparable injury. tion or

Opinion Concurring Specially

Black, J. Object 110. Constitutional Law —Statutes—Title—One Limita- tion —Taxation. provision The constitutional that no law shall embrace more than object, expressed title, one which shall in its where the taxes, inquiry always concerns has been interrelated in mean- ing purpose provision and with another constitutional every continues, imposes, law which or revives a tax shall (Const 32). distinctly 4, §§20, state the tax Bonds—Building Authority 111. Counties — Act —Revenue Bonds Obligation —General Bonds. by authority, incorporated Bonds to be issued a stadium under act, building authority paid they which were to be receipts stadium, become due from of use of the an tax excise charges by on made for accommodations hotels motels in county, thoroughbred and state revenues derived from and, racing only harness if funds available from all these insufficient, general county including sources are from funds such funds as be raised ad valorem taxes for this purpose are in actual fact a combination of revenue bonds and (MCLA general obligation seq.). bonds 123.951et Obligation Building 112. Counties —Bonds—General Bonds — Au- thority Act. building authority power In the act there is no to issue and sell general bonds, obligation secured, dually bonds which are (a) they designed by variously for retirement commit- ted, "returned", "granted", promised or or "net revenues (b) primarily pledged”, by speciñc pledge of the faith and pledge by obligatory county- credit with that backed property wide taxation —"without limitation as rate or (MCLA up amount” —whenever such revenues turn short seq.). 123.951et Alan Authority Building 113. Statutes — Act —Title—Bonds—Revenue Bonds. building gives authority only act notice The title of amended provide revenue "for the issuance of such of intent title, and, respect is in that restrictive and authorities” 123.951). (MCLA preclusive Authority Title—Building 114. Statutes — Act —Bonds—Revenue Bonds. authority building act and the title title of always its amendment in 1969 has until Bond Act Revenue bonds, by any every authority and the issuance restricted thereunder, legally appointed what identiñable and to commonly a sec- known revenue bonds and 1970-amended as ñnancing authority building act still restricts the of the tion authority appointed power to that of issuance of "self- bonds”, only, liquidating such bonds theretofore and revenue (MCLA by presently Act 123.951 the Revenue Bond authorized seq.). seq., et et 141.101

See 16. headnote

115. Counties —Bonds—Statutes—Title—Taxation. body Act of the Revenue Bond were amended

The title and 1969, radically, the ñrst in the life in so as to authorize for time choice, ñnancing "public to a available of the statute (a) self-liquidat- corporation”, the issuance and sale of between: (b) or, ing the issuance and sale of bonds as before revenue part by primarily pledged supported to "net revenues pursuant part by property payment", a taxation to such 87). (1969PA of the act new section Authority Bonds—Building 116. Act —Taxation—Stat- Counties — Object Limita- Law —Fraud—One utes —Title—Constitutional tion. building authority act so that bonds issued Amendment authority by taxa- a have same and sold stadium would provided support in a section the Revenue tional as that Act, building authority although was title of act Bond intact, continuing representation pertinently to thus left public legislators "such authori- that all bonds issued constitutionally be bonds” is banned ties” would "revenue (Const 1963, art its title fraud because the act is broader than 141,101 4, §24; seq., seq.). MCLA 123.951et et 2-9 headnotes and 81-95.

See 388 Mich

Dissenting Opinion J. Brennan, E. T. Purposes.

117. Statutes —Stadium—Public speciñcally proper public Stadiums are declared statute to be 123.958). (MCLA purposes Baseball—Stadium—Monopoly. 118. Counties — county right A no has more to issue a baseball franchise a grant monopoly domed stadium has any than it a user of public facility; public facility neither can a be "reserved” for single payment user without the of the same consideration as required pay possession be other user would for the premises during period a considerable of time. 119. Counties —Baseball—Stadium—Landlord Tenant— Bonds.

A sublease of a stadium from a ato baseball club neither legal posture proposed adds nor detracts from the of a bond opinion issue for holding the stadium and a circuit court bond issue invalid should reversed and remanded. questions Certified Wayne, from Blair Moody, Jr., (No. 8, J. Submitted June 1972. 10 June Term 54,136.) Docket No. Decided June 1972. Opinions August filed by Alan,

Complaint Marc William Roskelly, Mayor Belleville, and the City of Belleville against Wayne County and Wayne County Sta- Authority dium for a declaration that construction incurring and indebtedness to construct a proposed stadium is in violation of injunction law and for an restraining defendants selling from or delivering Wayne Stadium County Authority bonds and from constructing proposed Request stadium. by Gov- ernor G. William Milliken that questions certain in the Supreme case be certified to the Court as permitted granted, GCR by Request questions certified the trial judge to the Su- granted. preme injunction Court Affirmed. County Wayne Alan op Court Prebenda, plaintiffs for Alan and J. Ronald Roskelly. Smith,

Cozadd, plaintiffs for Shangle & Mayor of City of Belleville. Belleville Cahalan, Prosecuting Attorney, W. L. William Cahalan, Prosecuting Attorney, Leo Assistаnt Counsel, and Law- Suchy, J. Corporation Aloysius Hinkle, Counsel, Corporation Assistant rence O. County. Wayne for defendant Dickinson, Cudlip & Fred Wright, McKean (by Freeman) Canñeld, Miller, & Paddock W Gove), E. (by Gilbert for defendant Stone Authority. Stadium County Michigan Education Association Curiae: Amicus Collins). Foster, Lindemer, Swift & (by sought approval Defendants J. Williams, eventually could cost bonds which their stadium $371,000,000 legal on the theory: will be the Tigers not Wayne County That stadium;1 actual user of new and build the Wayne County go can ahead That nor though Tigers neither new stadium even there;2 play else ever any one will rent for the Wayne County pay has That there was a though for 50 even years stadium brief, p 23: Defendants’ ** * County, analyzed correctly not it is clear "When events, promoting attending the Stadium persons is the 'user’ of brief, p supplemental 25: Defendants’ is, Tiger Agreement or even is invalid "The fact that even if non-existent, obligation of the reduce or eliminate would * * * Defendants.) (Emphasis .” 234 388 210 Mich Opinion of the Court "failure the stadium” or the complete "destruc- or all stadium”;3 tion of any part bonds;4 are called revenue That tax bonds County That can issue tax Wayne bonds without people;5 a vote of the

That there is no limit as to the millage Wayne can provide raise "to the funds necessary to pay anticipation said annual rental of which these bonds are issued” nor is there limit the amount of debt Wayne County can incur taxing to raise such funds.6

This propositions Court finds these to be untena- in regard ble to revenue bonds under 31 Acts 94. We referred to no have been court in this country approved which has "revenue bonds” on similar under similar law on facts basis fact, such a theory. In defendants’ own expert, who helped put together many other stadiums around country, financing plan testified here is unique in country.7 the entire This Court is asked hold that millage can tax without debt limitations and without a vote of the people, legal theory justifies based on a County building stadium whether or not there 3 2A, Lease, 13; pp quoted p trial exhibit 18-20 below at 337. argument following exchange On oral occurred: you’re telling "The Court: Well me then that a revenue bond is really a full faith and credit bond. * ** example type "Defendants’ Counsel: this is an of a of revenue ** * truly bond which is not a revenue bond .” description infra, p Also see 235; on face bond approving set forth opinion counsel, 10; of bond trial accompa- exhibit see fn nying text. 94; 141.133; require Section of Act MCLA MSA 5.2763 does not bonds, although provide submission to voters for "revenue” it does petition. 46.7; require MCLA MSA 5.327 does a vote in order building purposes. "raise” more than of 1 1/10 mill for brief, 33-35, pp quoted pp Defendants’ below at 261-262. 7Transcript proceedings, p of trial Wayne County 235 Alan op Opinion the Court pay any paying customers to use and it. do under law. This we cannot chapter in the This another efforts of civic and pursuit governmental goal worthy of a leaders statutory taxpayer pro- and to avoid constitutional spending tections in the form of and debt limita- projects. to undertake new tions order The law pushed beyond breaking point. to, was not but Municipal agency Finance The Commission as the government ability to of created examine the of government carry load, local security to its financial for the buyer rights

of the bond and for the taxpayer, ambiguous prob- a novel and confused up momentarily challenge, lem, gave way to stood then they thought to the rush for what desira- ble ends at cost.

The confusion in this bond structure is evident throughout Authority this case. The Stadium ad taxpayers vertised the stadium bonds to the and public Michigan as revenue bonds but adver buyers tised them to the bond as bonds backed obligation Wayne County to tax without limit. Even the bonds themselves on the one hand read: self-liquidating "Each Bond of said series is a revenue

Bond, general obligation Authority is not of said or of of County, said said and does not constitute an indebtedness * * * Authority County or of said .”9 But on the other hand read: obligation pay gen- said annual rental is a "[T]he obligation eral of the said which is obligated by levy authorized law to an ad valorem below, pp precise Part X 330-355 in which the See nature of the practices in disclosure this case are discussed in detail. (trial 10). #2, Bond ordinance bond form exhibit 388 Mich Court within the said property County, tax on all taxable amount, provide to rate or without limitation anticipa- pay said annual rental necessary funds tion of are issued.”10 Bonds which these structure this bond issue schizophrenic public to the but confusing, only so was case, plaintiffs in this lawyers judges case, judge the trial based his first argued the the bonds theory that since were decision on the contract should but Tigers revenue amortizing the of share of costs didn’t bear its fair stadium,11 the but the defendants operating and "Gentlemen, said, sorry, you just but don’t under- stand, perfectly good without these bonds can Tigers paying the or other stadium user red cent, the county the wants to use stadium because agreed unconditionally pay all itself and has $371,000,000 prin- pays the fixed rental which liquidate and interest12 to bonds.” cipal tax bonds as revenue bonds This effort to treat important number of serious and has raised a these issues involve areas technical issues. Some of 10Id. court, searching analysis complicated of the The trial after Tiger concluded: financial structure of the Contract using optimistic as reflected in the "Even the most of evaluations stadium, progressions proposed it is most financial for the Defendants’ apparent carrying anywhere is not for its contracted use of the stadium that the Club retiring principal near its fair share of bonds, operating expenses. speak covering on the not to of interest substantially aggregate out- received the Club The weighs consideration up by gives in must be made what it return. The difference taxpayer. circumstances, totality taking "Under such into consideration Agreement, League into an transcends the Baseball invalid in such contract corporation private lending County of a of credit of the aid IX, Michigan Constitution.” of Article Section 18 of the violation 37.) (trial opinion, p court $245,000,000. leaving $126,000,000; principal interest amount is proceeds, paid by a net bond The initial debt service would be $246,000,000. approximately debt service Alan Court

relatively by previous untouched even penetrating judicial principal review. The issues involved are:

1. Do 3113and 9414singly jointly Acts autho- stadium rize as revenue bonds bonds or otherwise where the non-user permit covenants directly bondholders to enforce the county’s full obligation faith and credit tax to the Authority to pay equivalent a "rental” to the principal interest on the and where the revenue and producing revenue capacity one actual and potential other users claimed to be of legal no (Parts consequence? II, pp 244-246, III, pp 246- 253, IV, 253-268.) pp impact 2. What is the Const 25§ requiring sections of acts altered or amended to be republished reenacted and at length portions on Act alter or amend Act 94 or other (Part 268-288.) V, acts? pp 3. Do constitutional and statutory debt limita- tions just affect described stadium bonds or (Part true revenue VI, bonds in any way? pp 288- 314.)

4. Do constitutional millage limi- statutory tations affect the just described stadium bonds or (Part VII, 314- pp true revenue bonds in any way? 317.)

5. Does the stadium bond issue to a "pub- relate (Part 317-323.) purpose?” VIII, lic 6. Would the stadium bond issue violate Const 1963, 9, credit of the state shall not § "[t]he granted to, nor in any person, aid of association corporation, or public private, except as autho- constitution,” rized in this if Tigers, alleged, Sess) (1st 5.301(1) 31; seq.: 1948 PA Ex MCLA 123.951 et MSA et (hereinafter seq., building authority usually known as the act referred 31). to as Act 94; seq.; seq., 14 1933PA MCLA 141.101 et MSA 5.2731 et known as (hereinafter 94). usually the Revenue Bond Act referred to as Act 388 Mich 210 Opinion of the Court paid they less than should have for their sublease? (Part 323-330.) pp IX, given constitutionally 7. Were the notices suffi- 330-355.) (Part ppX, cient? (Part 356.) p Other XI, issues.

I. FACTS. Wayne County August 20, 1970, on established a Authority Stadium under Act 31 to construct a September county ap- stadium. proved On proposed a lease15of the stadium from the Authority county. county to the In that lease the significant county made obligated First, three covenants. pay its full faith and credit to a "Fixed Authority Rental” to the Stadium for the stadium equivalent to the debt service of on a $371,000,000 Authority bond issue which the was to issue.16 Second, the covenanted that the bondhold- power ers should have the to enforce the cove- including county’s Lease, nants in the cove- pay nant of its full faith and credit to the fixed equivalent rental Third, the debt service.17 county unconditionally pay covenanted to completed, fixed rental stadium whether the was destroyed, or whatever.18 county thereupon delegated operation

The Authority the stadium to the Stadium with the duty instituting, to sublease.19 After but before 15Purportedly pursuant 8; 123.958; to Act MCLA § MSA 5.301(8). 16 (herein County Wayne Authority Stadium Lease — "Lease”), 4(b); 2A, p after Trial Exhibit 8-9. 17Lease, 14; 2A, pp trial exhibit 20-21. 18See footnote 3. arrangements The provided by basis for the lease and sublease 31; 5.301(8). 123.958; relationship § of Act MCLA MSA between 239 Alan op the Court the Stadium negotiations,

closing Authority bond arranged county sublease with for itself and of the stadium.20 The for the use Tigers county Authority approved this lease the Stadium 2, Tiger from proceeds 1972. The lease March were, the Stadium payable Authority.21 to be 28, Wayne County March 1972 the Stadium On Lease, ordinance pursu- the bond issued Authority sublease, thereto, data Tiger supporting ant feasibility of the stadium because the financial events, concessions, games, other Tiger baseball etc., Municipal on by were acted Finance hearing after its staff and oth- Commission which the stadium bond approval ers voted issue under 31 and 94.22 Acts opening meeting,

In the Chairman of the called on Municipal Finance Commission the staff Director, Marling, for comment. F. Munici- James Division, pal replied: Finance approval ready "I am not to recommend of this item. * * * problems primarily I think the two deal with the potential potential from the baseball and the revenues in my revenues from the other events as outlined ment; Trial covered §§ (and amendments). §§ further the curious dualism of these bonds since these funds issue. See 28 of Act MCLA filed in October of 1971. After amendment Ordinance and Commission the bonds will be 27 Act 22Approval 22-26; 701(1),702, 703, Act 94 are to ensure that revenues of actual users Lease, 5; The filed on March by "Tiger MCLA (discussed § 94; Lease, Exhibit and the Stadium is, of the MCLA Operating Agreement, Contract;” 141.122-141.126; properly applied. course, § The "funds” are established as 2E. 5; 94; Municipal 141.127; Trial Exhibit (and Part trial not to be deemed as amendments), X, MSA 5.2757. The exhibit Authority 141.128; Finance Commission is below) MSA 5.2752-5.2756. approval 2A, §§ 2F. MSA p 1(2) as its application to the Lease and Bond and Bond Ordinance 5.2758. (and approval application operating agent required by 3; Municipal amendments), Operating Agree- This pledged was required of the bond highlights amended was first required Finance Act pay 388 Mich op Opinion the Court It nothing changes is a I see that. memorandum. fund, general County’s drain on the the drain is very added.)23 real.”(Emphasis an Assistant Subsequently, Attorney General assigned made the project following to the com- among ments others: has been to develop

"The effort of the staff a basis upon may approve project which the commission this if despite legal problems it sees fit to do so the formative potential upon the which center around drain the Wayne general County fund which at the moment is in according position people deficit to our files a who * * spoke respect on it With last week.* to the more legal objection poten- this I think relates serious to the county general tial drain on funds and duty the of the MFC to make sure that debt service on this ap- issue as it is proved unduly will not underlying burden the community. We have obtained from bond councel their consent to take out of the form ofthe bond the reference contained therein opinion which in our would have made the bonds in ef- general obligation fect bonds of the County and as included in the order and notice of the sale that we have recom- commission, mended to the we have approve, if it sees fit to built in language reference to the preserve which would the project. revenue nature of the Finally, we recommend in language inclusion the order of the requiring county the principal which is the authority of the under the River case, Rouge authority being agent the issuing in these bonds, requirement county that the gen- rehabilitate its fund; eral periodic that it reports make during the MFC regarding life of the bond genеral the condition reports fund —that make concerning the MFC pay- ment of authority, rental to the showing such to include a funds; disclosure of the source finally, of the that be- levying fore any special ad project valorem tax for this county general which would be a drain on funds over and millage above the county report limitation the its inten- Regular Meeting Municipal Minutes of Finance Commis 28, 1972, General, pp Attorney 1- sion held March the office of the 1A. Alan op the Court MFC so to the and obtain an order

tion to do from the com- determining necessity thereof. Now with re- mission very I want to be clear that spect provision, to this maturity the line ofthe schedule if somewhere down event only by levy- met our and the debt service could all sales I, ing upon county, a tax 10 of article section the federal require would the bondholder would constitution In the hands of the bondholder these have the debt service. unlimited tax bonds. The thrust of the re- bonds will be goes quirement propose we in the order to the con- which procedures and habits trol of the debt service coming up money authority. for the rent to the with pre- and should control. This I think is a This we can brief position sentation of the staff which is and has been de- signed to make available to the commission a method of (Em- protecting taxpayer.” the bonds while the approving added.)24 phasis issue, the approving

In that order bond the required any that before taxes are Commission rental, the of the fixed the payment levied for permission therefor from the Com- county secure However, General, Attorney mission.25 the refer- on March ring requirement subsequently to this 29, 1972, said: language security of "The does not affect the the

bondholder, unlimited tax in whose hands the bonds are * * * bonds .”26 24Id, pp 6-7.

[25] Order of Approval, dated March 28, 1972, 2;p trial exhibit General, Miller, Attorney Kelley, Can- Letter Frank J. from 29, field, 1972; trial exhibit 10. The Stone dated March Paddock and opinion Currency Comptroller quired which was re- also rendered his in the Bonds under Bank of Detroit to deal to enable National 7: ¶ USC $126,000,000 Wayne County Stadium "It conclusion that the is our political general obligations Authority subdivi- of a state or Bonds are accordingly eligible for under 7 of U.S.C. 24 and sion thereof ¶ in, holding by underwriting purchase, dealing National and unlimited Detroit, 12, 1972; April trial National Bank of Bank.” Letter exhibit 10 added). (emphasis 388 Mich op the Court Municipal of the Director Finance Commis- sion the baseball was concerned and other revenues be insufficient meet the would financ- ing costs. The discussion the Attorney General’s staff an internal revealed ambivalence about the changes because were recommended to "pre- serve the nature of the project” revenue but at the same time was concern about there level fund, county’s general the possibility that ad special valorem levy tax for project this bond might millage exceed the limitation and the clincher "in the hands of the bondholder these bonds will be unlimited tax bonds.”

In Municipal due course after the Finance Com- mission approval project, the bonds were advertised on March 197227and Halsey Stuart underwriting won the with bid for delivery June 19, 1972. April brought

Plaintiffs on suit under the Public Securities Act28 Validation to test validity public of these securities and pray of an injunction issuance restraining deliv- ery of the bonds and construction of the stadium. 28, 1972, At April show cause on judge the trial refused an injunction to issue but did order defendants to deliver bonds to low bidder without seven notice days to the court and plaintiffs. 18, 1972,

On May Governor Milliken in an Exec- utive to Message pre- this Court noted that aat 1972, 12, trial on hearing May before Honora- the Jr., case, Moody, ble Blair judge the trial in this "the parties currently indicated that the pleadings 27 1972, 30, published of "Official Notice Sale” on in the was March Daily Buyer. proof publication Bond See Trial 10 for and Exhibit of below, see discussion Part X. 28 600.2942; MCLA MSA 27A.2942. Wayne County Alan v Opinion of the Court the is consequently, matter satisfactory; file

on questions three submitted Governor The at issue.” to the relating first whether bond certification for county’s the full faith and obligates which issue obligation comprises a lease discharge its to credit second, whether there is a and purpose” "public private purpose for and a of credit public grant adequate there are constitutionally third whether statutory standards.29 request to responded the Governor’s Court

This appellate jurisdic- assuming 24, by May on his tion,30 judge the trial ordering and "[m]ake Governor, Milliken, May Message G. dated of William Executive phrased questions, by 18, 1972; Appendix the as 128-132. Joint Governor, are as follows: building authority by acquisition by a a created "1. Does the stadium, by multi-purpose Michigan county authority’s is financed the which of a bonds, county a to the under lease which of is rented sale (which obligation in an county’s amount rental the annual makes not less bonds) requirements general of a the than the debt service use, duly pursuant obligation to a contract and is intended professional major league county, by by a baseball the authorized team games, by variety and for use of the all its home as sitSof conventions, performers, as the site of teams and and other athletic trade with, shows, activities, comply and other musical events county legitimate public purpose comprise the as a benefit and a amended, 1948, by, No. Public Acts of as Act determined discharge obligation obligate constitutionally under its the necessary? through levies as lease such ad valorem tax said grant foregoing "2. Do the transactions constitute corporation private in violation of the credit or in aid of a of its United States Constitution Michigan Constitution of 1963? 1948, amended, 31, as violate No. Public Acts of "3. Does Act Michigan or the Constitution United States Constitution stadiums, by of insufficient Act relates to reason insofar said public protect public use and to assure interest standards thereof?” Michigan pursuant Supreme dated Court to GCR Order appeal 1972; Appendix, p May to not limit order did Joint 133. Our Governor, phrased by only questions rather based the those but judge might findings appeal trial on whatever conclusions make: thereof, appel- hereby "Upon assumes the Court due consideration jurisdiction of said case. late findings judge herеby his trial make "It is Ordered that said Court June and file same with this fact and conclusions law 1, 1972.” 244 388 Mich 210 Opinion of the Court findings conclusions of fact and of law and file the 1, same with this Court June 1972.” We also 31, ordered by May supplemental briefs briefs by 7 June argument and oral on June 8. Blair Jr. Moody, Honorable duly filed his

findings 1, on June opinion holding the bond Tiger issue invalid because the contract did not carry proportionate its share of the bonded indeb- tedness and to extent failed to be propor- lending tional was its credit pri- to a person. vate permanent He issued a injunction against delivery proposed stadium bonds. On June he "Supplementary filed conclusions” hold- ing illegal the bond issue because Acts and 94 bonds, require revenue whereas the stadium bonds "are not presently 'self-liquidating’ bonds.”

This Court issued unanimous memorandum 16, order on June affirming the trial court opinion opinions with or to follow.31

II. DO THE WAYNE COUNTY STADIUM QUALIFY AUTHORITY BONDS UNDER ACTS 31 AND SINGLY OR JOINTLY? Message Memorandum Order in re Executive of Governor i.e. Questions Pertaining Wayne Certification Authority, Stadium dated June 1972. Part of the text that Order follows: many complex legal "Because of the and constitutional issues raised importance and exposition description resolution their and lucid bench, taxpayers Michigan, to the bar and the

opinion opinions detailing or of the Court our reasons for the decision require beyond will and elucidation of the proper marshalling time June 1972 for the already consequence basic research done. As following opinions opinion order is entered with to follow. “Upon hereby judgment due consideration it is ordered enjoining be, delivery reached the the trial court of these bonds under present hereby circumstances and the same is AFFIRMED. "Black, judgment, J. I concur aifirmance of the circuit court’s parties yet opinions unprepared with advices to the will follow.” Wayne County Alan v op the Court county has only that such

It elementary granted by Constitu- been as have powers 1963, 7, 1; art Legislature. Const § tion or the state granted law is power by 7, 8.32One such art § provided authorities building incorporating is that of power issuing bonds 31. Another in Act spelled out. Const in needs particular which it is 9, consequence, essential 1963, 13.33As art § 94 under which the Sta- Acts 31 and to examine by county) (incorporated Authority dium to see to issue bonds attempted case this type can issue the Authority the Stadium whether in question. of bond here kinds already held some Court has This an authority bonds issued public improvement Muskegon 31, Rude 11 of Act are authorized § (1953); Building Authority, 338 Mich 363 Building Authori Joint Detroit-Wayne Walinske v (1940).34 inception its ty, Act 94 from Mich 562 325 among the "stadiums” de has included 1933 3(b).35Act 31 was "public improvements” fined § project in 1970 to for this specifically amended real issue is not include "stadiums.”36 So the 32 7, 1963, 1 reads: Const art § corporate powers organized body county with shall be a "Each provided by law.” immunities 1963, 7, art 8 reads: § Const legislative, supervisors shall have administrative "Boards powers provided by law.” and duties as such other 33 Const 13 reads: corporate power money and to borrow bodies shall have "Public debt, evidencing subject to this constitution and their securities issue law.” VI, 34 pp length in Part at below Rude Walinske are discussed 293-299. 35 5.2733(b). 141.103(b); MCLA MSA 123.952, 123.958, 1, 2, 123.951, 8, 11; title and MCLA §§ Act 5.301(11). 5.301(1), 5.301(2), 5.301(8), Why 123.961; MSA building authority to amend other rather than amend the act chose to available accomplish answer in have its acts to the same result Mich Opinion of the Court whether Authority the Stadium can issue stadium bonds, but what kind of stadium bonds it is autho- rized to issue.

III. (REVENUE ACT) 1933 PA 94 BOND NO SUPPORT FOR STADIUM BONDS. provides

Section of Act 9437 for the issuance of public improvements including stadiums. Pertinent description here is the and limitation of type of bond that can be issued that is found 7(2) in the first sentence of which follows: "(2) principal of upon and interest such bonds payable, except shall be provided, as hereinafter solely operation from the net revenues derived from the public improvement of the * * * added.) .” (Emphasis The words operation” "derived from the are the critical ones. The only kind of bond Act 94 autho- rizes is paid one which is off by "revenues” which "operation” are derived from the of proposed the public improvement which in this case is the proposed stadium.38 require the ing (e.g. truly self-liquidat- fact that other acts the stadium to be act, development 62; the industrial 1963 PA MCLA 125.1251 seq.; seq.) particular et MSA et and this 5.3533[21] stadium structure truly self-liquidating. is not The amendments could also have been joint building act, public 150; made to the 1923 PA MCLA et 123.921 seq.; also, seq. however, MSA 5.2351 et This act has its hurdles requires majority because it an affirmative of a vote of the electors. 141.107; MCLA MSA 5.2737. 7(2) operation” The words "derived from the § of Act 94 should 3(e), along (f), (g)

be 94; read with the definitions in § and of Act 141.103(e),(f), (f), (g); 5.2733(e), (g): MCLA and MSA "(e) fees, charges, The term 'rates’ shall be construed to mean the services, imposed rentals and rates which fixed for the by any public improvement. facilities and commodities furnished "(f) The term 'revenues’ shall be the construed mean all income charged services, derived from the rates for the facilities and commod- any by public improvement. ities furnished "(g) The term 'net revenues’ shall be construed mean the reve- County Wayne Alan op the Court County-Wayne County 5 of the Since by * * * Lease, County Authority "[t]he Stadium ” * * * * * * the Stadium or "enter operate shall or with the agreement an sublease into operating * * * for the of the operation or others Authority Stadium,”39 from opera- revenues derived the any to the revenues paid of stadium are tion the and not so-called "reve- Authority, or the Ay paid county. nue” words, statutorily reve- approved In other actually those use the sta- nues come from who paid other for or events —the revenues sports dium example. Tigers, interpretation correct of the That this is a operation revenues derived from the source of the out defini- is further borne stadium Operating in the tion "Stadium Revenues” the Stadium Agreement between the l(p) Operating Agreement Authority, reads in follows:40 part as income, all

"The term 'Stadium Revenues’ means operation receipts from and revenues derived ownership the Stadium or from facilities whatsoever, including, Stadium limited nature but to, charges, payments, user fees and rental fees, parking any payments re- concession fees and by Authority County pursuant to a ceived the or the Authority in by into the contract or sublease entered Operating Agree- Paragraph 2 of the accordance with ment, Receipts.” Supplemental also and shall include that Act

The to be from this is conclusion drawn improvement remaining deducting public the rea- after nues administration, operation expenses and maintenance sonable such public improvement.” 39 2A, p See 11. trial exhibit 40 2E, p See trial exhibit 5. Mich op the Court county to authorizes issue bonds the source of payment "solely must be for which from [the] net operation public revenues the derived from improvement” which translated to the stadium bond rived from to the issue refers "stadium revenues” de- Tigers or

the similar users.41Since the proposed is stadium bond issue based on the paid county by "Fixed Rental” the rather than the paid county, proposed revenues to the stadium bond issue is not authorized Act 94. ’ Argue County

Defendants ”Is the 'user of the stadium” attempting plaintiffs’ Defendants, to meet argument Authority provides "free use or county county free not services,” to service” and that the is guilty granting of itself "free use free point

tried to make the that the stadium, "is the 'user’ of the in the Act 94 sense.” Defendants’ brief states: 31, provides,

"Section 8 of Act in the first two sen- tences as follows: " authority 'Sec. any incorporating unit or power units shall have into enter a contract or whereby contracts acquire authority will property contemplated by the terms of this act and lease the incorporating same period unit or units for a years. to exceed 50 specified The consideration in such contract for such use be subject shall to increase authority if necessary in provide order to funds to meet obligations.’ its Authority "Since the is the issuer of the revenue bonds, power and since Authority only has acquire the Stadium County, and lease it to the only the Authority anticipate pay revenues can its merely restating This conclusion of what we have held in e.g., Arbor, Young under cases 241 Act 94 to date. See Ann 267 Mich (1934) below, pp following. cases discussed in Part VI 292 and County 249 Alan op Opinion the Court Thus, under rentals the Lease. the Bonds are

revenue springs from document which the Lease is the basic the issue its revenue Bonds. Authority to power of the stated, analyzed, as above it is clear correctly "When attending persons promoting or not County, Stadium, sense, in the Act 94 events, of the the 'user’ is pays specified the rentals in this use the for and the lease (Fixed $9,000,000 per year) than Rental —more (about maintenance operation and expenses of all $4,000,000 free use or free service is per year). No Authority and the rates County by the for provided required paid by to be the lease rental services which have been fixed the Lease County pursuant (Defendants’ of the Bonds.” issuance precedent to the 23-24.) brief, p faulty is for three rea- argument Defendants’ context, First, reference is out of his "use” sons. Second, the full text of in view of particularly § amending specif- Act 31 in 1970 Legislature between where ically distinguished here) (as Third, the reasons in a "user”. and is not who is the true "user”. show analysis our own the first two First, quoting only in defendants 31 failed to tell the whole 8 of Act sentences § 8 than defendants more "use” story. There is hereafter is the Quoted to be seen. permitted portion quoted by 8 with pertinent part defendants brackets:42 any incorporating unit or authority and 8. The ["Sec. contract or power to enter into a units shall have acquire property authority whereby the will contracts this act and lease contemplated by the terms of period incorporating for a unit or units same to the to exceed specified in years. such 50 The consideration by the subject to increase for such use shall be contract authority to meet provide funds necessary if order * * * authority obligations] the consent of its With * * * * * * may sublease any incorporating unit * * * the use property contract MCLA 123.958; MSA 5.301(8). property benefit incorporating corporations franchise in leased * * * ** and a for any professional * * * unit * the use thereof * * . Where legitimate public any * .” Mich op (Emphasis or more the Court any sports stadium * * * * ** persons, added.) purpose any * * * constitutes a owner of a firms or of such ^[*] * ^[*]

From portions the italicized of 8 it is immedi- § ately apparent appears that "use” three times not just the quoted one time in defendants’ brief. appearance first speci- consideration "[t]he— in fied for such contract such use”— does indeed refer, does, it as defendants say to the Lease between the Authority and the county. But what it specifically refers to is the consideration Lease it may and that be raised. Section 8 is not a bonding section authorizing particular and this employment the word "use” does not constitute it a definition of "use” in the bonding part 11§ of Act 31.43 * * * "Consideration for such might use” be "payments made under any or lease contract the use of such property” might or it be. It would be if the county actually used public improvement as an building office or courthouse as in Walinske. It would not be if the set up authority an with back lease and a lease to a factory Gaylord case,44 as in the where the "pay- ments made any under lease contract for the property” use such private would be from the corporation not the county.

In any specific event meaning of the term say Section 11 of Act 31 does not that bonds be secured payable legitimate public revenues under a lease for the use for a purpose, says payable exclusively but rather bonds shall from property payments revenues of which revenues will include proper made "under lease or other contract for the use o/such added.) ty.” (Emphasis (1966). City Clerk, Gaylord Gaylord City v 378 Mich 273 Alan op the Court considered connection must be with above

"use” below of the appearances word two other "use”. of "use” refers to a appearance

The second by "persons, use actual firms or and an sublease Gaylord This case. would be like corporations” of such "use property.” § of "use” de- appearance perfectly The third and would be a revenue Tiger contract scribes If were the revenues looked to use. these bond not, the stadium case, they this which bonds under self-liquidating valid would bе summarize, defendants’ reference to the word To sentences of is at best "use” in the first two persuasive, all particularly and not at ambiguous with the other conjunction two when viewed "use”, meaning where the of the word appearances and not the to the ultimate user to clearly refers county. fact,

Second, matter of 1970 amendments of as a recognized stadiums 3145 to include Act public such amendments the prior whereas to any county,” "for the use of improvement was might for public improvement thereafter Tigers ultimate user such as the the "use” of some county. and for the "benefit” of the in the named Italics show such amendments sections:

Title: "for the use or benefit of county” use or benefit any city”

"for the public any legitimate 1: "for the use for Section purpose county” of the cities, etc.,. 2: 1 except

Section same as § Legisla- It that while the important is to notice 2 preserve 1 and to ture amended the title and § § 45 47, July 1970 PA 2nd. effective Mich op the Court public stadium even purpose of a if the county ’ it, a "user itself was the Legislature not did self-liquidating revenue bond "use not amend the requirement words, of” 11. In other while the § Legislature opened up permit Act 31 to the Au- thority either the public improvement "use” or public itself improvement sublease ultimate of’ actual "users and still preserve public (here purpose public improvement stadium) Legislature maintained and held invi- olate the self-liquidating true revenue character of bonds. § is, Act under a §§ "user public not, for” purpose case, a but is in this a of’ "user the stadium in Act There why a further reason the stadium bonds are not authorized by Act 94. The stadium full backed faith and credit of the county. provides Act 94 for only one type full faith and credit bonds and the stadium bonds do type. fall within 7(2)

Section does an exception have the pure just revenue bond exception considered. That ap- 7(2) pears the second paragraph and reads in parts as follows: security payment

"As additional for the of such bonds used to projects finance local share of which receive financing more than from 25% federal state * * * * * * grants, public corporation may include pledge of its full faith for payment and credit of principal and interest on such bonds.”

No claim has been made that defendants stadium bonds qualify exception. under this And good for project reason. This on the record has received no Federal "grant”. or state do we Nor have notice judicial any. argued of It not has been Wayne County Alan v of Court 141.851 the hotel/motel et seq.; MSA tax act 5.3194 (1971 ^[361] PA et 232; seq.) MCLA is authorize

"grant”. county All does levy after tax sale of the stadium bonds. Nor has it been that 1972 amendment argued racing (1972 5; 431.42-431.44; PA MCLA act MSA provides a grant. It provides 18.966[12]-18.966[14] funds, racing an of annual share which is not a expectancy the most an grant, dependant but at upon the continued existence of the act for the term of 50 and of the years lease horse track or during developing tracks time and their suffi- off this and pay cient revenues ‍‌‌‌​​​‌‌​‌‌​‌​‌‌‌​​‌‌‌‌‌‌‌‌‌‌​​‌‌​​​​​​​​‌‌​‌​​​‍to other transfers. indicated, As our statement of the facts in the stadium issue the county pledge bond made "a its full for the payment princi- faith and credit pal and interest on such bonds.” Since the project had financing received "more than 25% from grants,” federal or state was not authorized to add its full faith and credit to "bonds * * * from such net de- payable solely revenues operation rived from the of the public improve- ment.” expressio unius est exclusio principle

On the alterius, this is reason why another the stadium Sebewaing qualify bonds do not under Act 94. Village Sebewaing, Industries, Inc v 337 Mich (1953). 530, 545

IV. (1ST SESS) (BUILDING 1948 PA EX ACT) AUTHORITY 1933 PA ALONE OR WITH 94 NO SUPPORT FOR STADIUM BONDS. provides: Section Act 31 authority may self-liquidating revenue issue [a] "[T]he 254 388 Mich 210 Opinion op the Court subject and provisions bonds accordance with to the * * * of Act No. 94 of the Public Acts of 1933 "except may that the bonds be either serial [b] bonds thereof, any or term determined combination bonds or as shall be authority. payable "Such shall be solely from the [c] property, revenues of such which revenues shall be payments deemed to include any made under lease or property. contract for the use of such to the "Where and extent the bonds [d] are payable from from payments revenues derived to be pursuant made lease or obliga- other contract tions, the deemed bonds shall be to be issued in antici- pation obligations obligations of contract and such shall obligations be deemed to contract anticipation issued, meaning which bonds are of added for convenience within the of section 6 (Bracketed a, b, c, article of the constitution.” d herein.) * * * "Self-liquidating revenue bonds Act No [a] 94”

That part of 11 included in above provides § [a] "the authority may issue self-liquidating revenue bonds in accordance with subject provi- sions of Act 94 of No. the Public Acts of 1933”. Part 11 does not authorize the stadium [a] § First, bonds, bonds for two reasons. the stadium seen, we have "self-liquidating revenue Second, bonds, bonds”. the stadium we just have held, are not "in accordance subject with and provisions of Act 94.”

Nothing in therefore authorizes the stadium [a] bonds. "[EJxcept the bonds serial be either

[b] * * * * * * or term .” Defendants’ claim this au- thorizes a different bond from Act 94. argument

On try defendants to reason that § evidences an intent kind of to create a different 7(2) "exception” bond this of Act Wayne County Alan v Opinion of the Court differences out between support they point Act 94. We will deal fully certain sections of whether question "exceptions” below with the in this manner can be created but for lawfully could, now, we believe assuming they defendants argue sequitur. a non

First, to point defendants sentence above and [b] out it allows "either serial or point term thereof,” 94, or any bonds combination while Act 7(2) only allows "serial” bonds. In addition to § that everything we have said above in sen- what points "exception” tence to a conclusion that no [a] assuming creating is created and this method of lawful, exception very an is sentence defend- argument. their point against ants to cuts say Sentences bonds shall be [a] [b] "in accordance with and subject issued to the * * * except provision of Act Here, or term may be either serial bonds.” true, attempt "excep- an intent and create an is, however, tion” is evident. There no further statement in sentence to the effect that: [b] they "If revenue bonds are issued under shall [Act 94] payable solely pledged pay- be from revenues for their provided in ment as this act” nor statement that: any * * * charges

"the and rates for service under section ^[8] of [Act 94]” of this act shall be sufficient to satisfy provision nor is there statement that: * * * "the project’ term 'revenues of the means reve- * * * municipalities .” nue derived from contract with from the quoted "exceptions” The above 388 Mich 210 op the Court act, joint sewage 1955 PA authority 4(f), 12, §§ 12(b)(2);46 124.284(f), MCLA 124.292, 124.292(b)(2). legislative Here intent create 7(2) exception an to Act 94’s definition of § "reve- nue operation” derived from the is clearly ex- pressed. Legislature If the intended by sentence [b] above Act 31’s 11 to create such an "excep- tion” the method to describe this intent was avail- able 1955 PA 233 and a multitude similar expressions in others acts.47 Legislature failure of the incorporate 124.292, 124.284(f), 124.292(bX2); 5.2769(54X0, MCLA MSA 5.2769(62bX2). 5.2769(62), 47Compare example airports, 8; 259.628; 1957 PA MCLA airport "self-liquidating MSA 10.318. An board issue bonds of the on the ** ** authority liability in accordance with Act 94 .” No municipality except possible levy a maximum voted 1 mill which part be airport "shall considered the revenues of the author- ity (f) as that term is deñned in section subsection of Act 94 * * * added.) (Emphasis airports 259.131, .” See also on MCLA 259.131(a); 10.231,10.231(1). MSA county public improvements, 5.2767(7). 46.177; And see MCLA MSA 5.570(11). act, County 123.741; MCLA DPW MSA County regional parks commissions, 46.367; & & recreation MCLA 5.570(117). MSA Metropolitan Authority, 119.58; Huron-Clinton MCLA MSA 5.2148(8). improvements, 120.16, 120.24; 5.2166, Port district MCLA MSA 5.2174. 5.2532(5). supply, 123.155; Joint water MCLA MSA sewage disposal bond, 5.2769(5). 123.235; Joint revenue MCLA MSA disposal bonds, dog pound 123.309; Rubbish & MCLA MSA 5.2725(9). 5.2769(32). sewage bonds, 123.342; Joint water & MCLA MSA 5.2726(5). Act, 123.365; Garbage Disposal MCLA MSA Act, 5.2770(106X2). Authority 123.676(2); Market MCLA MSA public building, 123.925; Joint MCLA MSA 5.2355. Municipal supply sewage disposal systems, 124.259; water & MCLA 5.2533(9). MSA transportation system 124.357; authority, Mass MCLA MSA 5.3475(7). 5.3533(2). Shopping redevelopment, 125.982; areas MCLA MSA only making important These are some of the more refer- statutes many overlap to Act 94. ence There are more acts which each other by resulting and Act 94 reference and maze cross-reference. The is opinion V of considered Part this below. Alan v op the Court provides other acts only usages specific these type exception no new bond further evidence adding beyond term or intended to Act was Also, to serial bonds. this latter bonds combination 31 to the bond type in Act exception speciñc against absence in Act 94 read provided "revenue” calls into play for exception specific quoted Sebewaing principles again once Industries: "' statutory rule of construc- "It established is well speciñcally they conferred powers are

tion that where inference, but inference is extended cannot be greater power or that no other was intended that it was ’ ” (Em- 530, 546. 337 Mich specified.” given than that added.) phasis considered, authority later were [b],

If part [d] language with other for conjunction in whole or credit bonds under of full faith and the issuance appear in the title of subject should Act title However, bond section of the only Act "to for the issuance provide 31 reads: of Act Obviously authorities”. revenue bonds such concept include the of Act 31 does not title bonds, provided or bonds other than revenue bonds in Act 94. 94 was amended noted that when Act It is to be and allow exception to revenue permit an there full and credit where pledging faith grant, the title than a Federal or state more 25% follows: amended as appropriately to the Act was provide pledge public corporations by for a of "[T]o the bonds payment for their full faith and credit }Jc * ^[*] interpretative factors

The net result of all these Act 31 contem- argument is that defendants’ 388 Mich '210 Opinion op the Court plated than the any other revenue bond described 7(2) in in Act 94 invalid. § ll[a] § * * * * * * "Such payable bonds under [c] lease or contract for the use of such property”. Defendants’ contention "lease” refers "lease”. § That in part included above empha- [c] things: First, sizes "fsjuch two bonds shall be paya- ble solely from the revenues of such property”. added.) Second, (Emphasis revenues shall "[w]hich be deemed to include payments made under any lease or for use contract of such property.” added.) (Emphasis

There points. First, are two critical the words phrase. "such bonds” the first "Such bonds” refers to the obviously previous sen- bonds,” therefore, tence. "Such are the kind that may be under issued Act which "payable are * * * solely from net revenues derived from [the] the operation of the public improvement”. This then meaning fills out the "revenues of such property”, since particularly there is no definition in Act "revenues” the definition of revenues having Act 94 been already incorporated reference in Since stadium bonds ll[a]. * * * not "payable from solely revenues de- [the] rived operation” from the public improve- ment but county as a "Fixed Rental” the part first clause in does not authorize [c] proposed stadium bonds.

The second clause in part "which revenues [c] shall be deemed to payments include made under any lease or contract property” the use of such likewise does authorize the stadium proposed bonds for similar property” reasons. "Use of such certainly Tigers as between the county and the Tigers. refers to the is at a con- best 259 Alan Opinion op the Court interpretation certainly Our duit. reinforced supplemental remark in defendants’ made brief. judge There the trial they enjoining chided the bonds on issuance of the stadium the basis of his invalid finding Tiger the contract "because he is holding County and the that the Authority have power acquire to the stadium as a public purpose public facility, they power but lose this if they in only the way it can permit a use the stadium added.)48 be used.’’(Emphasis attempt This is an to use the defendants’ words against good them but to borrow a articula- cogent tion of the most reason that could ad- be vanced. such interpretation In event an is the only to way reasonable read both clauses of sen- together; tence and sentence and sentence [c] [a] [c] together to make sense. The net result is that we conclude sentence does not pro- authorize [c] (See posed stadium bonds. also our disсussion of 248-252.) "user” under above, Act 94 III, Part pp Defendants’ counsel on oral argument concedes there specific authority is not 11 sentence § [c] 7(2) change Act definitions of 94 but and § asks parts us to "infer” from the other 11 of § such as the sentence exception. bond This we [b] cannot do ignoring principles without rational statutory construction. argues

He then Authority since the can only lease the county under or lease § contract deferred sentence must of neces- [c] sity be the one —and only county. the one —with argument,

This like argu- defendants’ other ments, more does than ask to construe 11 as a us § everywhere whole. ask us look Defendants but plain language sentence [c] [a] wag effect let the tail dog. What defendants brief, supplemental p Defendants’ 388 Mich the Court powers therein 8 is ignore about § pursu- not bonds are issued exercised whether so "leases” in enabling power ant to the § the leases in automatically ll.49 are not §8, under addition, Authority, has the In the any county review subleases to power duty and pur- if The necessary. only withhold consent and insure that the is to provision for such a pose (when is county the paid by sublessees revenues user) provide will sufficient the actual under be issued "pledge” § the If, argues, counsel subleases as defendants’ Authority’s from the irrelevant completely are Author- requirement that the the standpoint, why simply answer is to sublease? The must consent ity the Au- security device for the is a that consent Authority po- must thority and bondholders. not, or it could of subleases adequacy the lice the issuer, that revenue honestly tell bondholders pay be sufficient will pledges from subleases debt service.50 below) (quoted plus claim Defendants’ § ll[d]

[d] without 1963, county to tax permits art 9 6 Const § the stadium bonds 15 mill and infers reference to supported. tax with conjunction that Since the claim § ll[d] 49 Authority may provides the exercise 9 Act 31 that the Section lease, construction, gift, by purchase, by acquiring property powers only one of bonds under § condemnation. The issuance devise or of the question. "acquire” property contemplated ways county the for a says portion point 11 of Act 31 which must be leased of § Defendants also to the property the bonds are issued that before say greater years. then Authority period Defendants than 50 for a county only 8 of Act Authority under § lease to the since the can only mean those between can the leases referred to § ll[c] 31 that Authority as Authority those between and not again, Tigers defendants agent users. Once or other actual beg question we which to reason backwards and ask the Court cannot and will not do. Wayne County Alan op the Court 9, key pillar art is a

Const defendants’ tax justification supported of the "Fixed Rental” bonds, let of the us consider base stadium § ll[d] through first brief. Defendants their articulate (excerpts their from case as follows defendants’ 33-35): pp brief (its legislative body of County Wayne "The Commissioners) acqui-

Board of sition and has determined of the Stadium is construction a desirable public purpose County as a result thereof obligation has entered into the lease in accordance with obligation Section 8 of as of the Authority and the Frank This paid the Act. must be just obligation County the rental under the lease County the Detroit-Wayne Building City-County Building with Joint paid

must be for the Murphy Hall Justice. As stated in Building case Betz v. Berrien Authority, 12 (1968): Mich. App. 304 " provides portion 'Const in the first paragraph the of general second after statement the limitation): 15-mill "' foregoing apply "The shall limitations to taxes imposed principal payment for the of and interest on bonds or other of evidences indebtedness for the payment obligations of or contract assessments in antic- ipation issued, of which bonds are which taxes may be imposed without limitation as to rate or amount.” " language applicable 'The is to the situation here. is, thus, The county levy annually to authorized such ad necessary obliga- valorem taxes as to meet its Authority arrange- tions to the under the contractual ’ parties. (Emphasis ments of the supplied.) [Defendants’ emphasis.] Act, 11 "Section of in characterizing the the of nature obligation

the Authority, of County pay to rental the to part states in as follows: " paya- 'Where and to the extent that the bonds are ble from revenues derived payments from to be made pursuant to any lease or contract [sic] [other] Mich op the Court be deemed to obligations, shall be issued in obligations obligations anticipation and such of contract obligations anticipa- to be contract shall be deemed tion of section of article issued, meaning within the are which bonds the constitution.’ 9 of [§ ll[d].] payable from revenues de- "The Stadium Bonds County pursu- made payments to be rived from ant Authority and, accordingly, the Bonds of the to the Lease anticipation to be issued are deemed IX, obligations. The reference to Article contractual 1963, Michigan Constitution of of the is a Section that under the circum- legislative declaration clear County authority, has herein described if it stances is it, levy ad valorem necessary to exercise taxes on County in the in addition property all taxable to the paragraph imposed by the ñrst tax rate limitation IX, Michigan Article Section Constitution. In Township, He this connection see Butcher v. Grosse et (1972). al., purpose of the above 387 Mich language added to Section 11 which was described the decision in the Betz case that Act 31 was to conñrm authorized, necessary, levy County if ad valo- is pay just the rental as it could for other rem taxes anticipa- obligations represented by bonds or in ” (Em- to be issued. tion of which bonds are authorized added.) phasis color and position certainly Defendants’ has the thing real and merits our verisimilitude must argument careful consideration. Defendants’ First, it is points be considered from two of view. that Betz reads obvious that defendants contend along in their with quoted brief above § ll[d] art 9 6 the rule "that Const authorized, valorem levy if ad necessary, * * n * point .” to that pay Up taxes to rental Wayne contend that Betz authorizes defendants pay necessary in this case to taxes County lеvy contend, it Second, the "Fixed Rental”. defendants the rule that appears, that Betz stands for § ll[d] County 263 Alan Opinion of the Court art not only with 6 authorizes taxes to pay "Fixed to issue tax Rental” but bonds. The sen- tence above in which from the brief we stopped more completion fully short reads from "that ad valo- authorized, if necessary, County levy rem just the rental pay taxes to for could [ ]— obligations represented other by bonds in anticipation of which bonds authorized to be * * * * * * issued.” "Taxes bonds” certainly though defendants sounds as contend with § ll[d] tax authorize bonds. look, Let at the tax part us bond first. Does authorize tax bonds? § ll[d] nothing There is which even remotely § ll[d] suggests authorizing issue. bond The words "shall do "may appear. issue” or issue” not only time verb "to issue” is used in sentence is to that certain described say "bonds shall be [d] * * * deemed issued to be within the meaning constitution,” section 6 of article or out- side the 15-mill limitation. Section art 9 refers imposed payment principal "taxes for the interest on 15-mill says bonds” and limitation imposes them. It no It in taxes. does apply way no authorizes the issuance of bonds. prior Sentence above was added to the 1970 [d] "stadium” PA amendments. It was added might package”. what be called the "school In incorporated other sentence words was with [d] (governmental) intent the school use of a building self-liquidating would be considered revenue outside In use the 15-mill limitation.51 words, import other sentence was to the actual [d] ; occupier/user being rather specially than added for a conduit Wayne County non-user such as VII, pp government But see Part user 314-317 for rule revenues come within Í5-mill limitation. 388 Mich Opinion of the Court This the stadium bond structure. is the purpose of sentence [d]. begins

Sentence and to the extent [d] "[w]here from payable the bonds are revenues derived from pursuant payments any to be made lease or * * * added.) (Emphasis .” other contract Following as it two does sentences one authoriz- bonds, ing describing the other i.e. true "reve- bonds,” nue "the bonds” logically refers to the just bonds in the previous discussed two sentences says not come they do within the 15-mill limitation. analysis This makes particular sense because immediately preceding sentence con- tains practically same reference " * * * * * * payable from solely the reve- * * * nues which revenues shall be deemed to payments include made under lease or con- * * * added.) .” (Emphasis tract Let us now look see whether autho- § ll[d] rizes tax.

As the case authorizing bond issuance there is about nary authorizing word taxes in above, In quoted defendants’ Brief defend- § ll[d]. ants state: IX, 6, ”The reference to Article Section of the Michi-

gan legislative Constitution of is a clear declara- tion that under the circumstances herein described the County it, authority, has if it is necessary to exercise ad levy valorem taxes on all property taxable in the County in imposed addition to the tax rate limitation IX, paragraph the ñrst of Article of the Section ” Michigan Constitution.

Furthermore, quote defendants Betz to the same as effect follows: is, thus, annually

"The levy authorized to ad necessary such valorem to meet its taxes Alan op the Court obligations Authority under the to the contractual ar- ”

rangements parties. App Mich intends to do

Assuming what defendants § ll[d] does, it gives appear- and Betz52 claim it and as doing, there are two reasons it does why ance not.

First Brother Justice thundered in my Black opinion concurring his specially in Olympian prose 374): (p hereto this welter of words is anything "If in construable as authority appointed to issue empowering an bonds bonds’, 'self-liquidating revenue such as other than taxation, part by property in whole or

bonds secured must fall before title the Act as that construction stands; controlling.” being supremely it 24§ said in Detroit Build- Second, Cooley as Justice Mok, 30 ing & Association v Savings Mich 511 below): (1875) (discussed reference, "Alterations by made the statutes mere striking and amendments out or insertion of words, reproducing without the statute in its amended form, mislead, were well calculated to deceive and not only legislature as to the proposed, effect of the law people but also the they as to the law obey, were to perhaps presented were sometimes in this obscure form part from a doubt on them desiring of those proposing being accepted of their if change the exact to be clearly made were understood.” The Act inserting in Act 31 offended Const § ll[d] 1963, 4, art 25 if it full purported substitute § from faith credit for the normal revenue property payment as the source of for the autho- bonds, published rized unless it "re-enacted and at 304, County Building Authority, App Betz v Berrien 12 Mich (1968). subsequently levy on We hold that a cannot taxes purported bonds issued under Act 31 and Act 94 which were the authority VI, pp in Betz and for tax bonds this case. See Part 300- 388 Mich op the Court Act 94 as length” well as Act 31 any part it did not. amended, V, in fact See Part which infra,, is Act and 281. This because pp 271-275 7(2) of Act 94 bond incorporates revenue § (see seq. supra) 253 et p reference § ll[a] Mok, 31 or supra anything Act therefore under 31 that "to dis- purports act to amend Act Act, and to something required by pense with 1963, 4, changes” offends art make some Const §25. offending

In short, without Const art 24 requiring unity of title and text or Const 4, 25 requiring appropriate methods amendment, it possible to read is § ll[d] support authorize either tax the "Fixed Rental” Consequently, bonds, or tax bonds. stadium are tax are not which valid and we are accept vigorous unable defendants’ able and contentions. parts [a], [c],

In clear [b], conclusion 11, and the of Act 31 operative parts as far [d] concerned, authorizing as issue are bond autho- only self-liquidating pursuant rize revenue bonds to Act 94 and all of arguments that defendants’ and inferences that tax under bonds be issued Act 31 or Act 94 are valid foundation. without Therefore neither Act 31 nor Act 94 authorizes the are tax stadium bonds which bonds. if could 31 to autho- interpret we Act

Even pledge rize the full faith and credit to county its rent, the pay county by we could not hold that rent pledging pay full faith and credit the its only doing pledging that its full and also was bonds, thereby making faith credit pay and the them tax and invalid under Acts and course, the con- theory, Defendants’ that is pay Authority tract the and the county betweеn Wayne County Alan v the Court the Authority between and contract the rent the separate and dis- absolutely are bondholders (338 Furthermore, Rude they quote can Mich tinct. 366) ego no alter relationship is there Authority the which county the between veil,” as were. corporate "pierce would is the bondholder the matter The fact of county to off directly pay to the his look does Bond Counsel said argument oral bonds. On "[t]he have been sold wouldn’t record shows bonds] [the good faith of behind all at without ** * .” them matter of practical look- "Chief Justice: There’s good to the faith and ing Authority] through [the credit. * * * right Tiger That’s "Bond Counsel: nor the these bonds Agreement what sold wasn’t of the stadium.” other use possibility note that in Dearborn v Michi- Furthermore, we (1955) Authority, 344 Mich gan Turnpike we where, in Rude: ego no alter as held there was government full faith and credit of the is "[T]he * * * authority pledged the activities of not not tax supported, separate authority is from added.) (Emphasis government and autonomous.” 317 Mich Corp, v Mobile Homes See also Herman case, Smith, (1947), "agency” and an Associates, Rouge Inc v River Grylls Hinchman & (1965). 514, 519-523 Building Authority, 374 Mich is pledged and credit county’s Here the full faith from Authority separate is hold "the and we [not] acting is government and autonomous” but its pledging ego. an alter This means to the rent pay but only full faith and credit not 31 bonds, Acts neither of which to pay also 94 permit. 388 Mich Opinion of the Court course, Of in the stadium bond case the give has covenanted to directly the bondholder power (Lease, the Lease enforce contract 2A, 20-21), pp Trial Exhibit which is another reason county’s full why faith and credit pledge directly ran the bondholder and was not interposition insulated by the Authority.

V. AMENDMENT BY MAY IMPLICATION. ACT 31

AMEND ACT AS DEFENSE COUNSEL

SUGGESTS? We by have held internal statutory interpreta- tion that Act 31 does not or amend alter Act 94 and here shall we consider the constitutional rea- why sons cannot do so the way defense urges, counsel if so, viz, even Act 31 intended to do to permit levy to pay taxes off revenue or the creation of tax bonds. begin

We with certain sections of Act which on their preclude face its amendment by oper-. ation of other statutes:53 "Sec. 11. The bonds authorized hereunder shall not be subject provisions contained in the limitations or laws of the state Michigan, pertaining public corporations or in public corporations, charters amended, as now force or hereafter other than as added.)

provided for in this act.”(Emphasis * * * powers "Sec. by conferred act this shall by any not be affected other statute or limited ” charter, (Em- except provided. any phasis herein otherwise added.) held,

As we have already "pro- Act 94 does not vide herein” for "exception” us urged upon 141.111; 5.2741; 141.102; MCLA MSA MCLA MSA 5.2732. Alan the Court us to amend by impli- ask it They counsel.

defense why constitutional reasons we There are cation. however, following provi- this, cannot do 4, 1963, art 24 and Const 25: §§ sions will indicate: object, more than one embrace 24. No law shall "Sec. its title.” expressed shall be which revised, altered or amended shall be "Sec. 25. No law only. The section or sections by to its title reference re-enacted and amended shall be the act altered or published length.” at we have heretofore above

In brief comments here if 31 authorizes noted that Act consideration, then Act 31 embraces an under title to in its and is object expressed not of such bonds. unlawful authorization extent an adopt as our view the views concur with and We concurring Justice subject by on this stated Black, specially. adopt the views concur with

We also failure of Act 31 to regarding the Justice Black 1963, required by Const the tax as distinctly state 4, 32. art question Part V. come now to the

We amend or alter the lawfully 11 of Act 31 May § Act, Bond of Act the Revenue provisions reenacting creating to without "exceptions” or sections amended? publishing section Act 31 but question only here The affects of mu- labyrinth other acts in our current many purport or finance law which amend nicipal or changing Act by Bond amend the Revenue application.54 altering its definitions and/or meaning and job is determine Our here 4, 25: application Const above. footnote Some of these statutes are referred 388 Mich Opinion of the Court revised, "No law shall be or altered amended only. reference to its title section sections of the act altered or amended shall be pub- re-enacted and length.” lished at

We have above that held Act does not create the tax "exception” bond Act 94 as defendants urge because there no expressed legislative in- tent to create exception. such ensuing

Our will discussion deal with part of 11 purport which does specifically create an (i.e. bonds) exception regarding serial or term and we purposes also assume for of decision what would be the had the Legislature case specifically attempted exceptions (with to create to Act 94 bonds”) respect to "tax in the manner done in statutes, other for example the joint sewage au- thority above, act referred to Part IV pp 255-256. This is not a case of so-called by "amendment implication” such as the cases which were consid- People ered v Mahaney, 13 Mich and held valid in (1865) 481, (transfer powers of from one stat- ute to another is not an "amendment” requiring McDuffee, Underwood v republication); 15 Mich (1867) (overall 361, 366 revision of statute and system of adding references new sections with the reference number of an old one is permissible where new section is not foreign to subject indi- cated title People inserted); of law in v which Wands, 384, (1871) (an 23 Mich 388-389 amending act which properly amends two sections of law may have the effect of amending by implication other parts law); of Swartwout v body the same of Co, R (1872) Mich Airline (follow- 24 Mich ing Wands in holding that a new statute which adds a new section to a body of law amend implication other body sections of the same law); and a continuing line cases not cited here. v Alan the Court and others like them deal cited above

The cases by implication” held of "amendment kinds with 25 and its Const subject not previously these men- Insofar predecessors. distinguishable their of cases lines tioned bar, at those cases presently from the case facts to the extent inconsistent the law still be will opinion, enunciated this principles with of Mok The Detroit the case stem from which 4,No. Association 30 Mich 511 Building Savings & (1875). three statutes which In Mok there were grist of decision. provided the formation of First, 1853 authorized act of an smelting manufactur- mining, for corporations manufacturing purposes”. "for other ing iron and 1855 authorized the formation Second, act of an "building leasing houses corporations provided The act of 1855 other tenements”. that act could be formed under corporations the act of 1853 and these provisions under thus formed leasing corporations building rights all the and be possess and should have provided in the of liabilities act to all the subject thereto. amendments 1853 and Third, provided incorpora- act 1869 an of the. "under building savings association of and tion act of 1855. of the provisions” to be confusing that it was sent The Court noted only of 1855 to be told the act of 1869 to the act by it the act of when would go in turn to confusing questionable if much and been less have of to ‘the act had been a direct reference there This, however, ground upon not was 1853. legislative laby- down the this Court struck which in question. rinth parties of 1869 referred

Assuming that act requirements in of for the the act 1853 lawfully to 272 388 Mich 210 Opinion of the Court organization, the Court held that it could not at changes the same time make or exceptions in the act referred to without reenacting the sections changed Describing or modified. the purported amendment of the act of 1853 the Mok Court said: referred, "But while the parties act of 1869 in this circuitous manner to that requirements of for the organization, it undertook at the same time to dis- pense things required with by some act, that and to changes. make some provided It the articles of association need not state the amount of capital stock paid in; actually that it should be contributed in initia- tion weekly fees and in or monthly sums as should be * ** Mok, provided by by-laws etc.” 521-522. (Empha- added.) sis implication, by "Amendments of statutes we have held, are not by forbidden People v [art 25]: McDuffee, Mahaney, Mich., [1865]; Underwood Mich., But this is not a case [1867]. * * * Id, .” nature 522. been, purposes "The act of 1853 has for the of build- associations, ing savings incorporated in and made of1869, part changes act but with several modifications, by these made the re-enactment modified, changed only of extent by indicating or but changes, leaving parties concerned to ” fit the new act to the old they Id, as best may. added.) (Emphasis is, attempted "What has been duplicate here an act, but at the same time to accommodate it indirect cases, disregard amendments to new class of provision requires constitutional which leg- each act of complete itself, islation to be and forbids the enact- fragments incapable having ment which are effect being or of understood until fitted in to other acts after places construction otherwise have been made for them. legislation such No can be sustained. Persons claiming extraordinary powers privileges such and as Wayne County v Alan Opinion of the Court here, should be able to claimed claim

some which unequivocal, which is clear and legislation them under purpose legisla- of the no of the doubt which leaves and ture added.) Id, (Emphasis grant to them.” 4, 25 4, 25 was also art Const writing the Mok case 1850. In Constitution Cooley by quoting provision and began Justice its existence: reasons for explaining the great importance and value of questions the one "No remedy to was evil it was meant provision, nor that recurring, and often serious. Altera- perpetually one reference, by mere and in the statutes tions made words, striking out or insertion by amendments form, reproducing the statute its amended without mislead, only not and to deceive were well calculated proposed, legislature of the law but as to the effect obey, they the law were to and people as to also the presented in perhaps this obscure form were sometimes desiring proposing part of those from a doubt on the accepted change being if the to be of their exact them clearly Harmony were understood. and consist- made law, consecu- and such a clear and ency the statute any given legislative will on expression of the tive desirable, impractica- found it had been subject as was nature; and provision of this some ble secure without nothing legislation that requires section followed, nothing that a perfectly simple easily clearness, simplicity in the regard certainty due ** * Mok, favor, (Emphasis .” 515-517. would not law added.) Co, Penoyer Improvement Creek Clay also See (1876), Mok 208-210 a case similar 34 Mich a statute had under consideration where the Court of commissioners providing appointment claimed another act. Parties reference appointment referring virtue of the act different way could in a commissioners be had the Court said: act referred to. Of this from the 388 Mich 210 op Opinion the Court question right do not "While we the or power of the legislature provisions refer to the thus of another statute, applicable and them binding render though incorporated and re-enacted in the act under consideration, yet incorporating such method of cer- previous acts, tain statutes in subsequent sections must be conñned to cases where the sections so referred germane act; where it will not be to are to the latter necessary important parties should either omit from or add provisions or

words to the sections referred to in applicable. order to render them When such changes necessary, leaving it is party become to each acting power the change under the statute it to suit convenience, legislate his thus for himself. And when he has done so there no certainty at all that legislature, had attention specially its been called thereto, changes, had, like would have made or if it by receiving that the act would have become a law approval Id, governor." 208-209. (Emphasis added.) And in conclusion the Court up summed the rule of Mok which is still the of this law state: ’’Thesections to must be though referred treated as they length act, had been re-enacted at in this any changes having without been made therein. Had done, this inquiry been then the of the commissioners just would have been limited as we have stated. A statute, merely reference manner, ato section of another in this enlarge can no more broaden it or scope its than could the literal its reenactment in the new statute in place designed it was to £11. In neither case, without change phraseology, some in the the act referred to] [of provisions materially enlarged, can its while very materially limit effect of act which it etc., Building, Mok v Detroit part. has thus become Co., Mich., 511; Bassett, United States v Story, Id, added.) [CA1, (Emphasis 210-211. 1843].” In re Petition Auditor analogous

An case is (1936). General, 275 Mich 467-468 This case Wayne County Alan v op the Court incorporation reference of involve did amendment statute, previous of a but another publication delinquent lists of (regarding statute land) same statute in which a in the new taxes on notice was enacted. providing method purported repeal had Legislature and, amended it only whether actually but section scope title, of its this not the act exceeded section should amended have been Court held the reenacted: (section 3458) repeal of section 66

"The so-called large of this section for a actually amendment is an unaffected, provides and for the portion of it remains section, the instant case. This as publication in amended, published reenacted and should have been at length form so as to conform with in the amended mandate, quoted. People constitutional hereinbefore v. 552) (67 Stimer, 248 A.L.R. The confu- Mich. [1929]. through failure to reenact that has arisen sion readily can be seen when Mason’s amended section 1929, Compiled Supplement Laws of §3458 repealed although a matter of fact it referred to as as ” added.) Id, only (Emphasis 468. was amended. case, This like Mok has never been over- which ruled, Legislature intends holds that when the act, it do so in confor- previous amend a must require- plain unequivocal mance with the and 1963, 4, 25. ments of now Const Stimer, People of We are aware cases such (1929). there was an act 248 Mich 272 In that case of Ani- Department on the books that created the its commissioner. Industry mal and the duties of penalties dealt with criminal Other sections to examine dis- failing to allow the commissioner Depart- A later act abolished the eased animals. De- the State Industry, ment of Animal created provided of partment Agriculture and 388 Mich 210 Opinion op the Court Department Agriculture of would exercise powers "now vested law in the Department Animal In answer Industry.” suggestion the former act was amended without repass- it, ing and republishing the Court said: "Except to the extent that it was expressly done by a provision 1921, in the act of we do not understand that there was any attempt or intention thereby revise, alter, provisions or amend the of the act of By 1919. express enactment, terms of the department industry abolished; animal was powers and the department duties of that department were transferred to the State agriculture. portion 181, of Act No. Pub. prescribes Acts which powers these 'revised, altered, duties was not stands as a or amended.’ It still part statutory State, law the therefore there was no occasion for the re-enactment or republication portion Id, of that of the statute.” "In so far as the revises, act under consideration alters or amends Act No. Pub. Acts it does so express language, published length; at and in so far change as the by implication alteration is merely, Id, does offend the provision.” constitutional 278-280) support,

In the Stimer (pp Court relied Cooley language on of Justice in People v Maha- (1865). ney, 13 Mich 481 quote We part of the Mahaney language relied on as follows: objected

"It is next that the law is invalid because in conflict with section twenty-five of article four of the constitution, provides which 'no law shall be re- vised, by altered amended only; reference to its title revised, but the act and the section or sections of the amended, act altered or pub- shall be re-enacted and length.’ lished at "The act terms, before us does not in assume revise, act, alter or any prior amend or section of an Alan v Opinion of the Court

act, duties it has an by but various transfers amenda- by and its last implication, section it tory effect * * * acts. repeals all inconsistent provision must receive reasona- "This constitutional construction, give a view its effect. The with ble remedied was designed to be the enactment of mischief legislators in terms so blind that amendatory statutes regard in sometimes deceived to their themselves were effect, public, difficulty making from the and the comparison, necessary and failed to be- examination changes apprised made in the An laws. come amendatory purported only to insert certain act which words, phrase or to one for another in an act substitute republ- only referred to but not or section which was ished, to mislead the careless as to was well calculated effect, was, perhaps, sometimes drawn in that its purpose. express Endless confusion was form for that law, thus into the and the constitution introduced prohibited legislation. complete But wisely such an act designed within the mischief itself is not provision, by this and cannot be held to be remedied violating plain prohibited by it without its intent.” added.) Mahaney, (Emphasis 496-497. continuing the moment Leaving aside for Stimer, validity plain of cases such as emphasized apply we have above these words the fact situation in the stadium bond precisely incorporated If case. an act is to be referred to or incorporated reference then it will be treated as changes without unless the sections intended to be altered or amended are reenacted pub- at Const length required by lished §25. princi-

Although clearly recognized Stimer to be ples stating, have Stimer seems we been (public another case where hard facts health as well as safety) make bad law. On the facts law, Justice agreement we with find ourselvеs in viola- dissenting. held the later act Potter, He Mich Opinion of the Court provision requiring tion of the constitutional re- republication enactment and and concluded: * ** "(b) only Act No. 13 amends not Act No. 181 * * * seen, great as we have but a number of other * * * one, Any upon consulting acts. No. 13 Act which by number, does not refer to the acts amended title or previous through must search legislature enactments of the powers in order to ascertain the and duties department agriculture of the State No. 13 of by created Act ** * . ** * "(c) clearly Act No. 13 amends Act No. 181 * * * by abolishing enforcing provided officers * * * subordinates, Act No. and their and transfer- ring powers their enforcing and duties new officers * * * by provided created Act No. 13 or to be created agriculture. by the commissioner of "(d) entirely It is immaterial whether Act No. * * * * * * purports to amend Act No. 181 . It in fact it, does alter and amend therefore it comply must provision republication. with constitutional "(e) Defendant, rights to ascertain the and duties of agents and employees department agricul- himself, ture knowledge must extricate such repugnant statutes, from provisions conflicting old, inconsistent, new and overlapping, from their provisions, knowledge and obscure obtain that clear rights people by his and duties which the the Constitu- sought tion by reading make available his the last ” added.) upon subject. (Emphasis statute permissibil- Justice Potter then deals with the ity implication by of so-called amendment of other specifi- statutes, when these other statutes are not cally by number, mentioned either title or other- Among pertinent wise. authorities collected is following: act, amendatory "'The character of an whether itself, complete title, by is to be determined not its alone, question nor professes an whether it to be existing laws, comparison amendment of of its but Wayne County Alan v Opinion of the Court provisions prior force, laws left in with and if it complete subject on the with which it deals it will not subject objection, to the constitutional but if it attempts and different by to amend the old law intermingling new provisions with the old by ones or adding provisions, subject new on that the law must be re garded amendatory as of the old law and the law length amended must be inserted at in the new act.’ (145 Hoffman, 690) Nelson v 314 Ill. 616 N.E. (56 155) [1924]; People Knopf, 183 Ill. 410 N.E. Stimer, writer.) (Emphasis 293. added this [1900].” Another line of cases created an aberration the doctrine of by implication amendment by the practice spliting of hair the meaning of the consti- tution so that only specific act directly published amended need be while others that were published. affected need not be An example is the Koch, often cited case Burton v 184 Mich 250 (1915).

In that case an amendment was added to one set of laws which was unquestionably intended change proviso or create a regarding qualifications for voters in another set of laws. The Court ap- proved this result by process of reasoning that amend, Legislature allows the repeal, revise or alter any statutes on the reenacting books without and republishing long them they publish so as single statute which is intended to affect all others. What this Court said in Burton was: ought

"We not to confuse the effect of the amend- ment with the indicate legislature constitutional duties * * * an particular way. amendment in a section amended republished was re-enacted and at length as provides. the Constitution The constitution precisely has been ment obeyed and the effect of the amend- * * * is, provide was intended to be qualifications uniform the State.” for voters in all school districts Court.) Id, (Emphasis by the Burton 388 Mich 210 op the Court the result

Whether or not good case is theory law we under some other approve cannot the purpose construction that allows and spirit of constitution to be evaded seizing particu- on following lar words and them "precisely” to the plain meaning detriment of the of the full text. In the Burton case statute involved was a bill physically amending existing an statute. This existing physically statute amended was in- tended to amend and alter other statutes. By 1963, 4, virtue of art Const any bill enacted into published. law must be But that section of the constitution not require does the existing statute which was amended physically to be reenacted and republished 1963, in full. By 4, virtue Const art §25, however, specific section amended in terms by the new bill must be reenacted and published just as other law must be published. The Burton Court held that this publication of the specifically section amended in its words was a "precise” following of the constitution no and other need statute be reenacted republished and plain even if the intention of specifi- the statute cally revise, by alter, amended words is to amend or abrogate one or parts hundreds of of existing statutes.

The absurdity of this rule becomes more appar- (instead logical ent its extention. Suppose introducing bill A which amended B in statute its words, and statute B in turn was intended Burton) amend numerous others Legisla- as ture introduced a bill which did not amend any statute in its words but merely was stand itself but it is only purpose intended and its is that revise, it should alter amend hundreds provisions. statutory

Under logic Burton case rule of the Wayne County Alan op the Court need none of other sections be reenacted re- much and in what gardless of how way they affected, statute has because no been amended in words, specific its In other words. under the rule of nothing Burton and similar cases need be re- long enacted republished you so don’t up march to it and strike out directly words or add other words.

Mok stands for the rule that you cannot amend statute C by putting even B specific statute C, words to amend statute you republish unless statute C as well as statute B under Const art 25.§

Burton, hand, on the other stands for the rule that you can amend statute C by putting in statute B purpose words for the amending statute C so long as you specific make no C, reference merely republishing statute B under Const 4, 25, but without republishing statute C.

Mok says requires constitution you to do the job right. whole good Burton it is says enough to do the job right. Furthermore, half Burton says you can avoid the second half of the job republi- cation if you your purpose hide whereas Mok requires the second half job republication though even you disclose your purpose.

This Court is convinced thе constitution is not satisfied with halfway measures and does not prefer dissimulation to straightforwardness. We adopt the rule of Mok and overrule Burton. however, argued,

It is that it would be unreason- able to require Legislature to reenact republish statutes which they intend to amend and that the constitution require should not be read to the doing of what it on face. plainly states its Mich Opinion of the Court underscored, it said, What must is be is other People Mahaney: language " 'If, passed, statute is whenever new it necessary is statutes, prior by that all modified it by implication published length should be re-enacted and at as modi- fied, large portion then a of the whole code of laws of the session, require re-published State would to be every at over, parts until, it several times from material, immensity mere it would impossible to ” Stimer, 279, quoting Mahaney, tell what the law was.’

Several appropriate answers to this objec- First, tion. we do not have such a case before us Second, objection, valid, now. this even if should not be point produces extended to the where it just the result it seeks to avoid —it should not be impossible Third, to tell what the law is. where Legislature really previous intends to amend operation statutes so that their is narrower or broader than stated be, or previously construed to is not amendment by then expressed this intent as implication and cannot be rendered amendment "implication” failing the device of point out specific section intended to be altered amended.

Fourth, is that constitu- and of most importance, tional duties and requirements be avoided ground on the might be a lot of work comply with the constitution. This objection treated forthrightly by Justice his dis- Potter People v Stimer at senting opinion p 295: people "The contend if defendant’s contention is taken, legislature proceeding upon well has been which, theory overturned, if seriously will affect * * * governmental State, activities . So far question this is entitled to consideration: Alan op the Court comply legislature "The must with the constitutional long provision so as it remains force. people "If the State are not having the of desirous of legislature comply provision with constitutional quoted, provision may then such above an by abolished * * * Constitution; amendment to the .” (Emphasis writer’s.) present presently

There are further why reasons objection be hard work will to comply with not well taken. the constitution is At the time the of Mahaney language relied on so-much was writ- ten, age we were into the barely typewriter practical and printing methods.55 We need not recount the remarkable advances printing and copying technology available and in current that permit rapid, use inexpensive and high reproduction. efficient volume printing press simple The earliest form of was the screw hand press. cylinder press along In the 1800’s the flatbed was introduced platen press rotary press. with efficient and a type. other "burden” would be of and the These allowed for more speedy printing problem finding did not but solve the quick complete setting and efficient method to the arduous task of If, every affecting time a statute was amended a number of laws, necessary republish laws, it was all of those very days Mahaney, job real in the because the setting type required person put to find the "letters” and together set-up type printing words wheel. The first machine for patented and then to distribute the to the setting type mechanically was even England by until 1822 in Dr. William Kurt. The first patent distributing type printing press machine use was taken out to the after 1840) by (England, by Rosenberg Gouden and practical composition America in 1842. The first machine for patented years Mahaney distribution was not even until 15 after the by Joseph typesetters case Thorne in 1880. The forerunner of modern monotype, years was the invented Tolbert Lanston in Mahaney. republication after In addition to the burden of for the of the public, problem publication benefit of the there was the legislature statute in its amended form so that the would know what they doing. may quite require were It have seemed a burden to typesetting printing enormous costs to be incurred for a statute might passed or hundreds of statutes which introduced for one reason or another as the never be but which were rightful prerogative Xerox) (such legislators. At the time there was no alternative typesetting until Christopher practical typewriters the first invented were not even years men, Mahaney two after in 1867 three Milwaukee Sholes, Glidden, Latham Carlos and Samuel Soulé. 388 Mich Opinion op the Court Michigan Legislature today, The moreover, does have its own sophisticated bill drafting and research mandated by services Const 15: bi-partisan legislative "There shall be council con- sisting legislators appointed in pre- the manner by legislature appropriate law. shall scribed for the council’s funds operations provide and for its staff drafting, shall maintain which bill research and other legislature. services for the members of the shall lature The council periodically legis- examine and recommend to the of the various laws of the state.”

revision implemented This section of the constitution is 2.138(1). 4.311; by MCLA MSA One of the services legislative provided by the research bureau under mandate of constitution statutes is a full- computer system text research and retrieval con- taining Michigan. all the law’s of the State of

Through gracious assistance of this bureau legislative Jr., J. analyst Gaffney, Edward we by simple computer requests were able to quickly making retrieve every any statute reference to Act 94.56 it way By possible the same method every making to retrieve statute reference to a particular word or combination of words Acts any 31 and 94 used in context.57 conceivable short, In is a task simple speedy 47, above, See footnote for some of the statutes extracted from computer this search. lawyer legislator today making every If a or wants to find statute Shepard’s reference to Act statute citator. At one he still cannot do so the use of a point gave the statute section the citator making to all other statutes references refеrence to other statute practice but that service has been of cross-refer discontinued as the encing long mushroomed and the citations became too for economical reproduction publishers Shepard’s. Even if it would have problem days Mahaney, Shepard solved the not come into existence until 18 in the citator did Mahaney prede years and the after cessor "sticker” services did not cover statutes. Wayne County Alan v Opinion op the Court all statutes

determine which of existence may be affected in any direct substantial way by bill consideration —in currently under fact it takes much less time and effort to do job this than it takes through a reader to wade opinion. this

If the search reveals statutes appear which to be so, affected and are not intended to be then this should by simply be made clear inserting appropri- ate language into the bill under consideration spécifically excluding operation its upon the other statutes in the search. revealed But whether or this is done hold we in the absence of specific legislative intent to amend or alter other statutes we treat will them as in existence and interpret they them as are written unaffected by subsequent If, statutes. on hand, the other is it intended to amend or alter those other statutes search, in revealed this then it should be stated specifically and those statutes must be amended or altered directly republished as contemplated by 4, Const art 25.§

There is nothing complicated, burdensome, un- reasonable or obscure about what we say here today. If a bill under consideration is intended revise, whether alter, or or directly indirectly amend operation previous statutes, then the constitution, unless until appropriately amended, requires that Legislature do fact what it intends to do by operation.

What we say no way affects those limited kinds of cases where special because of a fact situation a court is faced with two accidently absolutely conflicting statutes requiring a determi- (and nation that one or applies the other thus an repeal amendment of the by implication other circumstances). follows in the fact These kinds of cases do not result misleading from deliberate 388 Mich 210 op the Court Legislature or failure to make all reasona- ble efforts to make clear in the statutes what is intended, Mok, rather, but as we said in "[i]t probable requirement if the that has at any time disregarded legislature, been the default proceeded has from inadvertence merely.” Cooley sum, In agree we with Justice in Maha- ney the constitution must be given a reasona- ble interpretation and we do no more than that. Mahaney Whereas the Court felt compelled to shy from the plain words of the constitution in light of tools, then available we construe provision mean says light what of the tools available today required to be used under the injunction of Const

It may not be answered here that the people when adopting the Constitution of 1963 did so with the existing from Mahaney in mind. stemming law It is true that in some existing instances case law particular on a subject was brought to the atten- tion of the delegates and it was pointed out them that particular transaction might seem to be covered probably would not be covered because of case law exempting certain fact situa- operation tions from the predecessor provi- This, sion of the constitution. example, was the case with respect 1963, to the discussion of Const 3, art 6 relating to improvements”. "internal It § pointed was out delegates to the judicial that definition excepted had truly self-supporting or "self-liquidating” projects operation from the of the predecessor, 1908, 10, Const art 14. The § delegates passed the provision anyway and froze exception 6 into of the present constitution. § See the discussion by Justice Adams of City in Gaylord Gaylord Clerk, v City 378 Mich 289- (1966). 291 287 Alan Opinion of the Court contrast, respect requirement

In with of of publication reenactment Const previous 25 was no mention of there case nor law § was there debate discussion the dele- provisions of gates what situations should not Record, cover. 2See Official Constitutional Conven- 1961, p tion 2416.58 above,

For the reasons stated what we hold here 31 is respect with to Act as follows: 1) to Act 94 has legal The reference effect of incorporating act in of that all its terms without amendment or alteration into 11 of Act 31. §

2) The 11 Act proviso in of 31 which says § term may bonds be bonds is no of effect and be the serial only bonds authorized 7(1) in Act of 94.

3) The definitions "revenue” in Act 94 are not excepted be cannot by any statements in 11§ Act 31 no specific matter how these provisos might be In phrased. change order the defini- tion of in "revenue” Act 94 direct amendments required would be at least 7 94. Act §§ 4) The purported authorization in of Act unlimited support taxes to obliga- the contract tion in anticipation of which bonds are issued only applica comment in the entire convention record on the tion this section is as follows: committee, "MR. KUHN: Mr. Chairman and members of the on particular proposal, kept practice this we it intact as to what the is in Michigan today. You will note on 8 we out line struck the words 'the legislature pass any act revised.’ That would mean that if the were to today being, you statute which affect would a statdte in would republish process have to the whole This is statute. Michigan today. thing Therefore, It is not the to do. these sensible practice, you words were deleted amend a statute those our if committee. In what is done today particular sections, you reprint in a section or full, do, thing sections which is correct our Therefore, judgment. Record, adopted.” we ask that this Official 1961, p Constitutional Convention 210 Mich 388 288 Opinion of the Court no effect be of without direct 94 can under Act 7(2) and 13 of Act at least as §§ amendments to Act as the title well

5) 11 of Act 31 to in of limits The reference § in 33 of purposes voting Act authority for § amend, anything alter revise 94 does not § in other merely restates of Act because of Act 94. is stated words what § 6) 1969 PA here whether We do not deсide (which 40,59 provides 1971 PA for a by as amended "any public corporation at which interest rate 8% of 1973 July until notwithstand .may issue bonds” law) permissible provision other ing amending, temporarily, of Act 94 method of maximum net interest for a provides which 6% cost.

VI. SUBJECT DEBT BONDS TO ARE REVENUE LIMITATIONS? of this we have opinion foregoing part

In the illegal bonds are because stadium held statutory had no or consti- Authority Stadium the circumstances issue power tutional under doing bonds. In i.e. non-revenue type, bonds of that implica- consider compelled to so we were not made in the stadium of certain statements tion to debt and relative arguments bonds important now an limitations. do so millage We this of the decision of case. part we will consider part opinion, Also in this statutory implication constitutional 5.2572(1) etseq.;MSA etseq. 59 MCLA141.151 greater than the net interest cost 6% The bonds here were sold at a given approval for et had been resale 12 of Act allowed seq. up MCLA 141.151 the maximum allowed 8% Alan Opinion op the Court millage on limitations debt and revenue bonds for profession especially the use of for the Municipal Legisla- Commission which Finance dog has as the watch ture created of the state’s credit. We will divide our consideration of the separate sections, VI, matter into two Part relat- ing issue, to the constitutional "debt” Part VII to "millage” Statutory issue. constitutional debt considered here in limitations will be Part VI. A. Constitutional Debt Limitation According defendants, the status of the sta- dium bonds is as follows: Wayne County

"Official Statement Stadium Authority:” general obligations

"The bonds are not of the Author- ity County or the do not constitute indebtedness of Authority the provision any or the within constitutional statutory limitation.”60 Approved by Municipal "Official Notice of Sale” Finance Commission:” bond, "Each bond is self-liquidating revenue is not a

general obligation Authority of said or of County, said and does not constitute an indebtedness of said Author- ity County, or of said provi- within constitutional or statutory sions limitation.”61 bonds, are,

haveWe held above that the stadium contrary self-liquidat- statement, to the above not ing revenue bonds but are in fact unlimited tax general, obligations bonds and direct County. quoted The above statements are there- premise fore false as to if as to indebted- ness But conclusions. since stadium bonds are trial See exhibit 10. 61See trial exhibit 10. 388 Mich Opinion of the Court subject bonds, bonds are tax the stadium to debt are all other similar tax limitations as bonds. pertinent forth We shall set constitutional and infra) provisions (1, statutory limitation debt relationship consider of true what "revenue” provisions (2, bonds is to these under case law infra). apply principles Then shall these we to the alternatively revenue structure viewed bond as a (as it) property defendants lease of ask us to view infra). (3, Finally, attempt and as a sale we will develop certain benchmarks to determine "debt” provisions under the constitutional debt limitation infra.) (4, for true revenue bonds. 1. CONSTITUTIONAL AND STATUTORY PRO- VISIONS: 7, §

a. 11: Const county any "Sec. No shall incur indebtedness beyond percent which ‍‌‌‌​​​‌‌​‌‌​‌​‌‌‌​​‌‌‌‌‌‌‌‌‌‌​​‌‌​​​​​​​​‌‌​‌​​​‍shall increase its total debt of its assessed valuation.” 5.301(8) 31, §8; 123.958;

b. Act MCLA MSA part: states in "Any obligation applicable rental or consideration incorporating contract, unit or units under such incorpo-

shall not be considered as indebtedness of the rating meaning unit any or units within the of statu- tory incorporating or charter debt limitation of such unit or units.” 5.2737(2) 7(2); 141.107(2);

c. Act 94 MCLA MSA part: in states coupon pursuant "No bond or issüed to this act shall general obligation

be a of or constitute an indebtedness so borrower unless its full faith and credit are pledged. public corporation pledges or not its Whether full payment faith and credit for the of bonds issued Wayne County Alan op the Court act, amount of the

pursuant to this bonds shall not computing net bonded included in indebtedness purposes for the public corporation of of tions debt limita- statutory provisions.” or imposed by any charter 141.113; §13; MCLA MSA d. Act 94 5.2743 part: states in plainly stated on the "There shall be face of each * * * self-liquidating it is a

such bond not a bond and is borrower, general obligation unless the full pledged faith and credit of the issuer and also bond; plainly face of each stated on the that it does not constitute an indebtedness the borrower within any * * * statutory constitutional or limitation there shall also be on the plainly stated face of each interest coupon substantially coupon as follows: This is not a * * * general obligation of the borrower 46.7;

e. MCLA MSA 5.327 relating powers to the of county states as follows: supervisors any

"The county may board of year levy a tax of of 1 mill 1/10 on the assessed county repair valuation of said for the construction or public buildings bridges, equal or borrow an * * * purposes; greater sum for such but no sum shall purposes any county any year, be raised for such unless submitted to the electors * * * approved by (Emphasis voting majority of those thereon: .” added.) 141.71;

f. MCLA exactly MSA 5.2301 has this language except same 46.7 as MCLA adds "for purchase of real estate sites for”.62 possible bonding application Other statutes of here are the 141.61a; spending provisions limit of MCLA 141.61 and MCLA MSA 5.2251(1). 5.2251 and (1935) Cowan, In Bond v 272 Mich 296 we held that the absence of specific requirement abrogate a the for a vote under 141.61 did not MCLA requirement operates of a vote under MCLA 46.7. MCLA 141.61a provide with MCLA 46.7 to a limit of mill of monies to be l-l/10th spent building purposes regardless for from of where the monies come 388 Mich 210 Opinion op the Court 2. THE CASES —YOUNG AND ITS PROGENY; RUDE; DOYLE; WALINSKE; BETZ Arbor, (1934). a. Young v Ann 267 Mich 241 involving a Young, contract for a sewage dis- posal plant was the first case under the Revenue (Act 94) Bond Act a its was test of It validity. was claimed "statement” on the face of the bonds required by Act supra, vio- lated the debt restrictions constitution and stat- ute. spoke This Court first to the why reasons "special debt, assessments” are not constitutional Dillon, (5th quoting Municipal Corporations ed), 198 as follows: " judgment 'Under such a contract personam no against city non-payment justified, the cost is charge no against general assets, can be enforced its general nor can a resort had to taxation for the purpose contractor satisfying are rights claim. When the of the limited, so is there no debt within the ’ ” provision debt-limit (Emphasis Constitution. added.) 267 Mich Court

This then said that the same reasoning was apрlicable bonds,” "self-liquidating revenue quoting from Spokane, Winston v 524; Wash (1895) P 888 in part as follows: " general 'The city credit of the no manner pledged except performance for the duty of its ” special creation of such fund.’ conclusion,

In this Court in effect a created constitutional definition of "self-liquidating reve- nue bond” under Act 94 and constitutional debt limits. Bonds escape issued under Act 94 inclu- do people greater authorizing unless there has been a vote of the expenditure of tax over funds of 1 mill limita- above l/10th County League Taxpayers tion in 46.7. MCLA See Oakland v Oakland (1959). Supervisors, 355 Mich 320-325 Wayne County Alan v 293 op Opinion the Court because simply they not have been as "debt” sion 94, but rather because of the under Act issued required by Act 94: the bonds character It does city. not payable are "Such bonds levy It can agree pay them. no tax upon assume They payment. exactly their what people for the they purport bonds, be, self-liquidating revenue purchaser pay- can have recourse for their thereof to be derived only to the revenues from the ment disposal plant. operation sewage These revenues with the statute.” must be disbursed accordance 267 added.) 241, (Emphasis Mich 253-254. noted: And in addition the Court which issues are not secured "[T]he can there be no sewage disposal plant; property of the bonds; these the lien granted by under foreclosure upon the revenues to be derived from solely statute added.) 241, operation. ”265 Mich (Emphasis its Young continuing A line of cases since reaffirm deñnition, as a constitutional principle obligate revenue bonds” do not "self-liquidating and hence taxing power do not create general See Gilbert v to debt limitations. subject a debt Attor- 257, (1934); City, Traverse 267 Mich 260-261 Bridge ex rel Eaves v State Commis- ney General sion, 373, (1936); Michigan Gas & 277 Mich Dowagiac, 522, Electric Co v (1936); 278 Mich 526ff Site, Housing In re Brewster Street 313, Mich (1939); State Commissioner v Highway 341-342 Controller, City Detroit 331 Mich 348-349 Detroit, v Cleveland (1951); 324 Mich 538-539 City Gaylord Gaylord City (1949); and see (1966) Clerk, 290, 292, 378 Mich and cases there. cited Au- Building Walinske v Joint Detroit-Wayne

b. (1949). thority, 325 Mich 562 Mich 210 op the Court claims, however, Defendant this stadium just transaction is like those considered Wal- inske, Rude and Betz all of which involved con- municipal building by struction of a for use the municipalities, municipality or with the bonds being paid by municipally rent, retired and there- fore outside debt limits. analysis

As below show, the will these cases exception create no to the constitutional definition "self-liquidating that gate revenue bonds” do not obli- general taxing power

the and, are therefore outside debt limitations. support county’s

In of the contention that the obligation following here is not "debt” are the quotations from Walinske: paid "[A] contract for future services to be for as * ** incurring

rendered, is not an Id, 577. of indebtedness .” proposed by "Inasmuch as the to bonds be issued the authority obligations faith and credit of its incorporators, they by need not be voted on the elector- they subject ate, nor are to the debt limitations of the municipalities.” Id, 581-582. Walinske is not all that useful to the stadium up be, as bond counsel cracks it however, to following as the case is limited the crucial differences between that transaction and this sta- dium transaction.

(1). Ownership Building Ultimate Not Before Court in Walinske great significance

Of in Walinske is the fact that the lease was not before this Court so considera- plaintiffs’ supporting tion of the cases contention this was a "sale” could be avoided and this great pains repeatedly Court in Walinske took point out: this Wayne County Alan v op the Court building of the is not disposition now "The eventual Id, us.” 573.

before holding on a series of cases relies "Plaintiff further building or leases a at an city contracts that when pay the building cost of the sufficient annual rental lease, providing that at period the the the over building lease shall term of end conveyed purchase in fact contract city, to the it is subject building instalments and so to the debt the full of the city pay- amount of the limitations pass the lease. cannot under We on ments to be made case as has not been lease in instant executed * * * . showing now us There is no and is not before subject lease executed will be that objections when Id, plaintiff.” cited by cases above added.) (Emphasis quoted this and The cases relied on Court that a sale if plain make there would be Walinske geared the rents to pass and were the title were bond debt retirement: " which, though denominated 'But a contract and option purchase, with is in purporting to a lease be instalments, by payments purchase

fact a contract of purchase than as as a rather a is treated contract and, lease; great weight authority, according to the sufficient, paid if rentals fact that the so-called the throughout purchase price, lease, the the to cover the entire term of municipality to to enable the ac- payment, quire property without further renders lease, purchase rather than the contract one of indebtedness, meaning of gives to an within the a rise ” Id, statutory debt limitation.’ 579- constitutional 71 quoting 580 ALR

" was first here the difference be- 'When case the one under consideration was tween such leases and compliance period, upon at the end of a definite that contract, to be deeded property leased was with held was sale the Commonwealth. This court very We have a different situation. a lease. now 296 Mich 388 210 op the Court straight instrument before us is lease recurring for a necessity. leased is not deeded The land to the Common- wealth; public authority, still held an independent ” Id, quoting Kelley Earle, corporation.’ 580 (1936). 449; Pa A 501 In fact addition to the the lease was not Walinske and is before us before this Court now, why there is another reason the eventual disposition building of the is before us whether or not the lease is executed.

At the time of Walinske up 6th, until June 1968, provided 13 of Act 31 the building "may” conveyed incorporating unit after 96, retirement of bonds. Under 1968 PA Act amended, "shall” substituting was "may”. Ownership building by the incorpo- rator is mandatory. now

This amendment was no doubt in response to the holding of Betz v Berrien Building (1968) Authority, App Mich which was appealed never to this Court. The rеasoning this case will be considered below.

(2). Walinske Under Millage Limit an interesting

There is facet of Walinske which may account for that Court’s willingness to explic- itly ignore the nature the transaction and the disposition of the building avoiding thus the re- strictive bond and debt limits of Const §10. referring

What we are to is that the lease pay- ments Walinske would be made within present operating millage. The city county and were not undertaking of obligation new and most im- is that portance under the 1908 Constitution the could pledge levy any beyond to taxes county the mill limit without special action. The Wal- Wayne County Alan v the Court county pay the must for the Court assumed

inske within other services their do they rentals as millage: operating payments that the annual further contends "Plaintiff millage may exceed the limi- lease proposed the

under and the prescribed by the Constitution charter. tations city the amount and reviewed already We have upon pay compared to with county will be called present time for they expending at similar what services. are question an administrative to primarily This is city county the normal course of be met danger operating. is it it providing expenses millage exceeding the limitations so remote that added.) (Emphasis consideration.” requires no further Id, 583. willing- be had of the may criticism

Whatever to avoid harsh of the Court consti- ness Walinske fiction, upon reliance tutional restrictions that the constitutional environ- recognized must be influencing vastly that Court was different ment present our document. than of 1 mill no 1/10 Today there is constitutional limit, statutes to same although there remain 141.71, effect, 46.7; supra. MCLA MCLA the 15 mill exceptions Today there that we construed limit now (1972), Ile 387 Mich Twp, Butcher v Grosse will considered below. aspects which be Muskegon County Building Authority, Rude v c. (1953). 338 Mich 363 even-

In Rude we also noted the lease us. building of the were not before disposition tual Id, "reasonable” 367. In Rude we focused on what rejected argument was an rental the indeb- authority county "pay bind $200,000 regardless incurred of tedness about use to be value of the rental 388 Mich 210 Opinion of the Court provided or building buildings in the proposed to Id, added.) acquired (Emphasis be 367. or built.” What said this Court Rude relative to the right and under of Act 31 power increase the rental payment emphasizes further that said, rent has to be reasonable. We right such and power: authority not mean can under "[D]o beyond increase the rent circumstances reasonable, what would be charges can its rent up but raise to a if reasonable amount below what is reasonable and if

necessary obligations its and meet continue the necessary Id, lease if to meet its debts.” 369. And later spoke Court possible terms yet of the as unexecuted contract and said: Muskegon "If county pay should bind itself to in a rental, contract lease more than reasonable in a $200,000, total amount of plain this would amount to a Const, provision evasion for vote [the if more than 1/10 of 1 mill building is raised for purposes] county because year in the in which the signed county such a lease would make itself liable for credit, county’s total amount on the faith and $200,000 Id, year.” that means raise in that (Emphasis except added the word "raise” wherein em- phasis original.) What we there said was that the county may not unconditionally pledge pay the total amount regardless of the reasonableness of the rent be- cause then on the one hand county has created obligation independent an of the value county’s building, use of the and on the other hand pledge such a would not be "reasonable rental” but would an assumption unconditional whole contract "debt”. (1)

In summary, pay- this case means that rent Wayne County Alan Opinion of the Court (2) ments reasonable even if must be title at get lease, the end of the does an it incur unconditional "rental” obligation obligating without its full faith and incurring "debt” in credit hence the constitu- tional sense. Associates, Inc,

d. State v & Doyle Mich 222 (1965).

In county this case the dealt directly with a building builder who constructed for sick and it aged people and "leased” to the county for its agreed use and the to county pay a monthly "and, well, specified pay sum all other operating expenses normally and costs which are payable by building, the owner of a and at the end of 10 years, building title to the and equipment would be in county free and clear encum- Id, brances.”

Of this transaction Justice Souris said for a unanimous Court at 226: p "We cannot read the documents executed county construction Doyle Doyle agreement as other than an for the equipping facility by a medical purchase by and its payments by deferred county. By agreement county has incurred a such debt in the total amount of the monthly sums it has agreed pay Doyle to 10-year period plus over a other expenses it has pay, assumed to such as taxes and assessments, charges utilities, premi- and insurance ums.”

Describing "rent,” the so-called Justice Souris said:

"Labeling the monthly payments required to be made county as 'rentals’ does not affect their essential purchase Id, nature as payments.” 226-227.

Thus, in the only case where this Court had the Mich Opinion of the Court building it, before disposition eventual we said:

"That undertook to incur an indebtedness seriously. agreed It questioned cannot be make pay charges other monthly payments and and ex- during penses period certain 10-year for a which time it agreement. pledged It forswore termination it year funds budget monthly would each for the sufficient and, indeed, payments required pledged to be made it levy and to collect sufficient sufficient taxes revenues short, payments. make such In from other sources to Doyle repayable assumed an indebtedness install- Id, 10-year (Emphasis term.” 227-228. ments over a added.) appeal says In this on defense counsel case 1908, 8, 10,63 Doyle was decided under Const art § and that Court found this transaction would this not violate the 1963 Constitution. 1963, in that art only

This is true Constitution 7, 11 a provides now for liberal debt limit 10% 1 mill purposes for all rather than a 1/10 of limit The rule of the case still building purposes. however, contracts or leases are applies, and such applicable statutory within the constitutional and quoted debt limits above. Building Authority,

e. Betz v Berrien (1968). App Mich case, Walinske, like where the

This is another Const 10 reads as follows: supеrvisors any county may any year levy of of in one a "The board county one mill the valuation of said tax of one-tenth of on assessed buildings bridges, repair public or for the construction or * * * greater equal purposes no sum borrow an sum for such but year, purposes any county in one shall be raised for such county approved a to the electors of the and unless submitted majority voting thereon.” of those substantially to this former MCLA 46.7 and 141.71 are identical provision. constitutional Wayne County Alan v the Court the user

county actual office would and lease building court under the from the authority. Betz, In claimed plaintiffs that the issuance the consequent of additional bonds and raising of obligation county’s "rental” made the transac- disguised tion and purchase a that the aggregate present a amount rentals were debt in excess of Berrien statutory limits for County. Appeals The Court of dismissed these conten- recognizing tions without of Wal- limitations inske, Rude Doyle. That Court never really analyzed the cases stated: but rather county attempted "Had the to build building this directly, likely illegal. it most have would been See (1965), Doyle State & Associates 374 Mich 222. The agreement procedure in the case at bar must be judged light Building Authority in the of the Act. In effect (Citing the Act has been held valid.” Walinske Rude.) App Mich

In charge answer to the that the rents the first year, cost of which was about of the cost 20% of the entire building-shades rent reasonable Rude, reasonable, Betz were Court an- they were swered not that but reasonable short term will save substan- "[t]he Id, tial sum reasoning interest costs.” 309. This is completely premise inconsistent with the ruling i.e., Court’s lease is a and not a — purchase. Interest on on paid capital —not lease.

The Betz Court definition of reasonableness rent payment in terms of of principal and interest 313) (Id, Rude wrong. alone does not follow is The rents must be reasonable a "market” sense.

That Court also ignored plain the limitations of (a) Walinske Rude respect passing with the 388 Mich Court (b) assumption of title and of obligations unre- lated county to the value to the of its use of the building: conveyance premises "The of the county on the

expiration of the lease does not convert it to a contract sale, of authorized anticipated for such result is and specifically Conveyance the statute. Authority expiration to the at the of the lease was in- * * * volved in both the Walinske and Rude cases. It is (cid:127) logical disposition building give of the unit after the it to the incorporating financing Id, paid.” 309- "logical” However it might be to convey the building to incorporators has nothing whatever to do answering with the question of whether transaction was a sale. The statements Court Appeals in Betz are without support precedent, for, noted, as we Walinske, have Rude and Doyle cases are significantly different:

In Walinske there was:

(1) no passage of expressly title —we decided the though case as pass, title wouldn’t (2) pledge no of full faith and credit to either the bonds or the rental obligation. There could not have been under the 1908 Constitution and the payments had to come from within the county’s (See part of the 15 mill tax limit. also on this the Walinske.) briefs in

In Rude there was: (1) (2) as in plus Walinske (3) we said that the county could not presently and unconditionally pledge pay the fixed rent- If als. it did payments would not be rent at all but a "debt” in the total amount of the lease rentals —whether or passed. not title cannot

Doyle be meaningfully distinguished on Wayne County Alan Opinion Court Doyle ground in there a that is builder-lessor Betz corporation is a and in private who public corporation ais builder-lessor Author- —the ity. holding Doyle in that a is transaction which the Betz transaction

was substance identical legal "building” effect the direct pur- was or chase of the the county, subject structure to all. applicable to provisions purchase of law the direct improvements "building” the county. Betz different from Walinske significantly is Rude in another matter. Defendants point out on p 35 of defendants’ brief: in the Betz case decision is "[T]he authorized, levy necessary, if ad pay valorem taxes to just rental as it County obligations

the represented by could other anticipation bonds or in of which bonds are be issued.”

Betz does indeed after say referring to Const 1963, 9, 6:§ language applicable "The to the situation here. The is, thus, levy annually authorized to ad such necessary obliga- valorem taxes as meet its Authority parties.” arrange-

tions to the under the contractual App ments 12 Mich defense counsel and Betz If right Michigan permitting has new rule a full faith and credit obligation tax to be attached to rent obligation in a so-called "revenue bond” and this addi- ad valorem taxes with- permit tion would levying out limitation to rate or amount. have already

We considered quota- both these IV, tions 260-266, above in Part pp in connection with whether with art § authorized ll[d] issuing tax bonds. We concluded there no was 388 Mich op the Court bonds, authorizing that art but language § ll[d] refers does indeed deal with 6 to which § ll[d] reason, of the failure of For that because taxes. taxing, and because title of Act 31 to authorize implication in Const of the rule on amendment above, 1963, 4, 25, as heretofore discussed we art § hold that Betz is and art wrong and that § ll[d] Act 31 levy not authorize the of taxes under do § rate or less taxes "without limitation as to much amount.”

Betz is overruled as it would have been reversed rights had it to this Court. The of appealed been course, ñde bondholders, bona of remain inviolate. 3. PRINCIPLES APPLIED TO COUNTY "RENT” STADIUM VIEWED ALTERNATIVELY AS OF LEASE PURCHASE OR county’s obligation the stadium bonds is required pay whatever amounts are pay original any

interest and retire bonds and obligation additional bonds.64 This is unconditional precedent. conditions If the subject to no built, rented, never never destroyed, stadium is may county with cement —come what filled —the (See limit agrees pay to tax without the "rent”. 18-20.) Lease, 2A, 13; pp Trial Exhibit § As A Lease. Viewed Rude, is obligation

Under this described above "reasonable” rent and it is not even "rent” not unrelated it to the value to completely is because building. make of the county of use (In fact, cannot payments we have held above is county all for reason —the be rent at another 31.) 11 Act not a user of the stadium under of § lease, defend- viewing this transaction as a Sо to, title or not ants’ counsel asks us and whether 4(b) 8; 2A, pp pp 8-10 and 13-14. Lease trial exhibit §§ Wayne County Alan Opinion of the Court such unconditional of an assumption passes, contempla- "debt” within the obligation is "rent” "raising and a of of Const tion 141.71, supra, 46.7 and within MCLA money” payments regardless due entire amount into written Acts disclaimers any self-serving gross of 371 is in amount obligation This minion assessed valuation dollars. The dollars. is 12-1/4 billion whether this unconditional do not know

We raise total debt above debt contract would approval valuation but the per ten cent assessed Municipal prem- Finance Commission was being That obligation this debt. upon ised legal without effect and consequently is approval approval required as illegal since the bonds 27 of precedent to their issuance condition 94; 141.127; MSA 5.2757. Act MCLA know of 1 mill of the assessed do that 1/10 We 371 mil- far below valuation "raising” of this amount dollars and the lion 46.7 and requires, under MCLA building purposes has not people 141.71 a which MCLA vote (and, therefore, the bond had so been the contract security) is void.65 As

Viewed Purchase however, then really purchase, If this is a (a) presently has illegal county since 1 mill for or more than 1/10 of borrowed "raised” people of the building purchase without vote (b) since, and, 46.7; 141.71 MCLA violation above, not revenue have held the bonds are we building extending money for The contract amounts to an county is the purposes meaning MCLA 46.7 because the within pledges credit. ego Authority faith and where it its full alter See 37, 56-58 Michigan Turnpike Authority, 344 Mich Dearborn (1955), above, p and discussion 388 Mich 210 Opinion op the Court 31, bonds under Act and Act since the bonds by are not secured "revenue” derived from the (c) operation of property since the bonds do 94, not conform either of Act supra, to the statement on their face that they do not create debt statute within or constitutional provision.

4. SUMMARY OF CONSTITUTIONAL AND DEBT STATUTORY RULES A. CONSTITUTIONAL "INDEBTEDNESS" provision we are concerned with here is 7, Const art 11:§ "No incur any shall indebtedness which shall beyond percent

increase its total debt of its assessed valuation.”

In construing this section we are mindful of Const 34 which states: provisions "The of this constitution and law concern- * * * ing counties shall liberally construed in their * * * granted favor. Powers tion and not to counties this constitu- fairly implied law shall include those prohibited by this constitution.” However, we must also pay heed to the historic powers rule that of municipalities involving the imposition of public burdens strictly should be construed, Bogart v Twp, Lamotte 79 Mich 294 (1890).

From that duty comes what we have called Revenue, v Lockwood of Commissioner 357 Mich (1959) 517, 557 pressing "most rule” of consti- tutional construction: face, then, "We come to face with what has been 'the pressing

termed most rule for con constitutional Alan v Opinion of the Court struction,’ provisions protec namely, 'the life, to property largely are liberty of tion citizen.’,>66 liberally in favor of construed 1963, 7, art of Const 11 must be injunction § protection treat other of the treated as we we said in Lockwood: for as constitution limitation 'merely’ a tax and not one on "That this is worship, speech, or is immaterial. There are freedom degrees protection in the differences afforded no equal safeguards. alacrity halt constitutional With we line, tracks, inquisi- his foot crosses the in its once collector, tor, legislator policeman, the tax or question how is not far he has the executive. Our line, forbidden how serious his en- passed over the arrogance. croachment, aggravated duty how Our or 517, trespass Mich itself.” 357 558. arises with the people what job And so is determine our in Const they say "any mean when indebtedness” 1963, 7, 11. art § limited debt un- provision this

Formerly 3% 8, 1908, under Const Const art Cases der 1963, 7, few and predecessors and its great must also to not of assistance so we look analogous statutory cases under constitutional provisions. Arbor, Ann Young v 267 Mich 248-249

In (1934) we said: to include "The be said term 'indebtedness’ whereby municipality

obligations every character bound, agrees, Usually pay money to another. is a sum municipal indebtedness one incidents of legal right coerce upon maturity is a its there payment.” 66See Justice Black’s also comments Bacon v Kent-Ottawa (1958); Authority,

Metropolitan Lockwood Water 354 Mich Revenue, (1959); 560-576 Carman v 357 Mich Commissioner (1971). State, Secretary of 384 Mich 451-453 210 308 388 Mich [Aüg Opinion of the Court Young, In we said "revenue” bonds were not "debt” obligee because the creditor as would have no against the municipality. recourse This was merely application "special an of fund” doc- trine operating respect with to special assessment 292). quoted bonds. See (p material above Young This definition "indebtedness” was adopted by the Court in Detroit Edison vCo Public Commission, Service 137, (1960) 359 Mich purposes determining guaranty whether con- tract was an "evidence of indebtedness” requiring paid fee for its issuance. Young

This Court said that quoted definition contingent above includes liability of Detroit pay Edison to if obligor loans the primary did not. This ruling Court said that "indebtedness” should be given interpretation a "broad” under the (cid:127) statute question and therefore guaranty con- tracts were included.

We believe the constitutional phrase "any indeb- requires tedness” also a broad construction so as to include the so-called "secondary obligation” they counties up when back other units of government pledge with a of full faith and credit.

The 1963, 7, convention comment to Const art 11 indicates that the inclusion of these secondary § obligations as clearly "indebtedness” was in mind. That, fact, was the main reason the county debt limit percent was raised from three percent ten assessed valuation. See Convention Comment to art 7, 11; Record, 1 Official Constitutional Convention 1961, p "section i comments”.67 The county’s present "Section i comments: The limitation in section 12 of the power constitution on the from to incur debt is increased per per exception cent cent of its assessed valuation. The relating to counties of an $5 assessed valuation of million or less was longer deleted because there are no such counties. committee Alan Opinion of the Court is within bonds” "revenue of credit behind

pledge pledged. Any- the extent 11 to Const case law previous in statutes contrary thing no effect. is of on focused so much what

Other have cases isn’t. debt is but what cases, part, the most werе decided

These for debt limits and the or charter statutory under questions Legislature were whether the may except limits under from these constitu- certain debts Legislature "shall re- injunction tional villages to of cities and borrow the powers strict 1963, 7, Const art 21 debts.” money and contract § 20) See, e.g., (Const City Callahan v 8, 1908, art § (1943). Berkley, 307 Mich 701 Other cases con- 1908, 8, art 10 and/or corre- only sidered Const § 46.7; statutes, MCLA 141.71 or sponding MCLA restrict provisions power similar charter which tax, any or "raise” sum for of counties to "borrow” building any year beyond in one 1/10 purposes 1 mill of valuation without vote of assessed Walinske; Rude; e.g., Oakland electorate. See County Taxpayers’ League v Oakland Su- (1959). pervisors, 355 Mich 305 however, help, of little or no in These cases are 1963, Const determining "any indebtedness” with 7, Legislature power art has no because § give greater flexibility to has limit to counties increased debt problems. extending current Our counties are now their credit meet for both Secondary obligations primary secondary purposes. are county by placing incurred the full faith and credit of the behind townships to them to borrow at the lowest of cities and enable sewage sys- possible interest rate for the construction of water and public also revenue bonds tems and other works. The backs per airports. secondary may easily cent exceed the This debt secondary present debt constitution. Such limitation set fees, works, sewage airport payable out of the revenues of the water activities, taxation, having concur- etc. committee on finance Record, objection.” jurisdiction, Constitutional rent Convention has no Official 1961, p 930. 388 Mich op the Court meaning determine statute of "indebted- ness” for purposes. constitutional These cases are help limited for a further reason —we are faced provision with a application broader than what is suggested the words "borrow” or "raise”. "any Here the broad words are indebtedness”. Associates, Inc, State v Doyle & 374 Mich 222 (1965) was discussed above. We raise it again to point although out that this case too was directly concerned only with the 1/10 1of mill limit 1908, 8, 10, Const art the principles stated in Doyle, applicable are to the determination of "in- debtedness” under Const 46.7, 141.71,

under MCLA supra. MCLA This is not that Doyle states say the only principles for determining constitutional debt but merely that transactions like those described in Doyle things one of the to be included as indebtedness.

For purposes of this case we are not and cannot charged be with defining what of all possible trans- actions or are not "debts” under the constitu- tion. It is enough give here to notice that restric- tive and technical definitions of debt do not suffice in the of the language face Const "any indebtedness”. § 11— give

We also notice that the responsibility seeking determination of what is indebtedness does not merely rest in the lap chance that may someone contest the issuance of bonds or the incurring of some other obligation. governmental

The units may "obliga- who incur tions” and the Municipal Finance Commission who (i.e. must approve some of obligations these those bonds) which involve certain kinds of are fore- warned that this Court will not bend twist constitution in response to emergencies pleaded or Alan v op the Court mean construe "debt” to will We

necessity. aggregate total whatever below something just municipality distressed particular obligations to mean what debt will construe has. We regardless of its effect mean it to intended people liabilities, debts, contracts, bonds etc. municipal on is we will transaction labeled nicely However substance. The constitution labels through look specialists benefit of for the adopted was not people. and for the adopted by It was technicians. light it in that and act must all consider We intends to. certainly This Court accordingly. future holding upon bond of our impact over are at or be who by communities issues In such a before this Court. limits is not their debt however, the Munici- case, the assistance of future determining Commission Finance pal this be needed nature of debt will amount Court. LIMITA TIONS MARKS —DEBT

DEBT BENCH summarize analysis we foregoing From the the creation judging following benchmarks issue. public with a bond debt in connection no "true rent” creates bond or 1. A true revenue indebtedness. payable one that bond is

2. A true revenue opera- from the revenues derived from the solely in question. public improvement tion or use of rent situa- for a true municipality must 3. The improvement public tion the actual user and the a conduit merely except where acts here, the rent. users, pay Tigers such as the actual Gaylordsupra. See also reasonable payment

4. A true rent must economic to the a direct relation that must bear use of its actual to the or market value improvement. the public 388 Mich op the Court

5. A true rent payment may include operating part costs if are a normal they such a rental and the payment total of rent and/or including operating costs is reasonable as above defined.

6. of passage Whether the addition of title to the public at improvement conclusion "rent” payments creates debt is something on present which we express opinion no except to say payment may rent under no circum- stances be increased above what would otherwise be a reasonable rent without considering the fac- tor of passage title and still remain a valid rent.

7. municipality The in connection with con- its tract to pay "rent” make may no unconditional covenant pay despite such contingencies would make the facility unavailable for use by the renter creating without a debt whether or not title passes.

8. municipality The pledge its full faith support credit its rent creating without debt.

9. Secondary debt involves the county’s full faith and credit to support bonds of other units of government in certain contingencies and is a debt within Const

PREVIOUS BOND ISSUES impact holding our on previous bond issues is not before this Court but whether or not they are herein, valid under the law as stated rights of bona ñde purchasers of such bonds to be paid according to the obligations tenor of the cannot be impaired by holding of this opiniоn, Conness, Green 104; 69; 109 US 3 S Ct Village (1883); L Ed 872 Gentzler v Constantine Clerk, Munici- (1948); Mich 394 McQuillin, pal Corporations, 43.15, 43.16, 43.78, 43.80. §§ 313 Alan v Opinion of the Court

B. STATUTORY 141.71 in identical lan- MCLA 46.7 and

MCLA 141.71 also provides MCLA (except provide guage sites): of real estate purchase any county may any supervisors "The board of of 1 mill on the assessed of 1/10 tax year levy a one repair the construction and county for of said valuation bridges equal or borrow an buildings public * * * greater but no sum shall purposes such sum for any year one unless purposes raised for such be approved county to the electors submitted voting thereon those majority of ***.”. part: provides Act 31 Section 8 of applicable to obligation or consideration "Any rental contract, units under such unit or incorporating incorpo- of the as indebtedness considered shall be meaning units statu- within rating unit or incorporating limitation of such debt tory or charter unit or units.” pro- art noted Const already

As vides: any indebtedness incur 11. No shall

"Sec. per cent of beyond total debt shall increase its which valuation.” its assessed ques- together raise two provisions three

These tions: change in Act 31 Legislature

1. May of debt? constitutional definition are tax bonds bonds which May the stadium levy mill without the one tenth of one exceed people? vote 388 Mich 210 Opinion of the Court only It is clear that Constitution not in art 2) (e.g. spoken

7, § but elsewhere has meaning debt limitations. The of debt in the con- by legislative stitution cannot altered action. assumption On the Act 31 could have au- bonds, thorized the stadium which we have held it question not, can is whether it could establish already a different debt limit from that contained Legislature in MCLA 46.7. We conclude that authority has the to establish or alter debt limita- tions for unchartered counties within the 10% Legislature 7, § However, limit of art to failed requirements 1963, 4, observe of Const art § 25 on See Part amendments. V above. Therefore quoted part § 8, of Act 31 is void and of no effect as to unchartered counties.68

VII. APPLICATION OF CONSTITUTIONAL MILLAGE LIMITS TO COUNTY’S RENT

OBLIGATION. portion We have made reference before to that § of Act 31 which states: "Where and to the extent that payable the bonds are Legislature As to chartered counties the is under a constitutional duty power money restrict their to borrow and contract debt. See 1963, 7, Legislature duty Const art 2. The § under similar with respect villages 1963, 7, to cities and under Const art 21. As to § counties, villages any chartered provides cities therefore statute which ability an unlimited to contract "debt” would inbe violation provision requiring Legislature of the constitutional to limit the ability of these entities to contract debt. Wayne County Alan Opinion of the Court payments

from from revenues derived pur- be made suant lease or other contract obligations, be anticipation bonds shall be deemed to issued in obligations anticipation contract of which bonds are issued, meaning within section 6 of article 9 of the constitution.” portion

The relevant Const 6§ states: foregoing "The limitations mills coun- [15-18-50 ties, townships and shall apply school districts] * * * * * * imposed payment

taxes obligations for the contract anticipation issued, of which bonds are imposed which taxes without limitation as to rate or amount.”

We have heretofore considered 11 and art 6 and arguments defendants’ based thereon with respect to the possibility provisions these might authorize the county to issue bonds different from those elsewhere authorized in Act 31 or Act permit and to pledge government’s full faith support credit to the "fixed rental”. We held there IV, was no such Part pp authorization. 260- 263.

We now consider these provisions same arguments defendants’ and the in statement made the stadium standpoint bonds from the of whether (a) (b) revenue bonds and tax subject bonds are to excepted or from the 1963, limitations Const 9, §6.

A. Revenue Bonds 9, exceptions to the paragraph first of art 6 are enumerated paragraph the second in the § language quoted above. The critical are words here repeated: foregoing

"The apply limitations to taxes shall 388 Mich 210 316 Opinion of the Court * * * * * * obliga- imposed payment of contract for the (Em- are issued.” anticipation of which bonds tions in phasis added.) bonds, including those issued un- Since revenue governmen- in connection with Acts 31 and 94 der rentals, obligation bonds, tax way are in no tal Act 31 94 under and Act bonds of rents payment normal municipality’s operating part are a from the municipality’s must come expenses and revenues, they are Federal whether or normal or ad valorem taxes, grants, excises what- state Rude, Walinske, supra; supra. ever. operating purposes

Since normal taxes for 9, limitations,69 any ad to art likewise subject § valorem taxes producing municipality’s funds paid from which rents are revenue bond situa- 9, subject must and are to art 6 limita- tions be § tions.70 of revenue 31 and 94 authorize issuance

Acts exception permitting with the solely, more than Federal municipalities who receive 25% full and credit pledge to their faith grant or state the bonds. Therefore all Act 31 and 94 bonds subject noted are to the limita- exception with the 9, the reasons herein noted. tions of art § (This exception, of full faith and credit pledge however, subject statutory valid be be above.)71 provisions limit discussed debt B. Tax Bonds 9, language quoted of art

Reference to Kavanagh T. M. in Butcher v 69See the discussion Justice (1972). 42, Twp, Mich 73-76 Grosse Ile 70Thus, payments within the "revenue” the must be order 18) go (or operating millage paragraph of art To in the first operating limit and still be considered "revenue” above that millage subject people provided in the first to a vote of the paragraph of Const art 6.§ 71 7(2) already provides the full faith of Act 94 that when Section public corporation pledged 25 there is a of a in the event and credit per pledged”. grant that the "to the extent cent bonds are debt Wayne County Alan 317 Opinion of the Court all that tax above would indicate bonds where the imposed payment taxes the of were of the categories would be indicated free of the limita- 9, first of ‍‌‌‌​​​‌‌​‌‌​‌​‌‌‌​​‌‌‌‌‌‌‌‌‌‌​​‌‌​​​​​​​​‌‌​‌​​​‍paragraph However, tions the art 6.§ subject all be to the they would limitation of 10% 7, 11. § If that of of Act part quoted above § (elsewhere ll[d]) referred purports to re- § move the revenue bonds issuable under Acts 31 millage from limitations of art it § is invalid. If it purports free tax bonds from limitations, such since Acts 31 and 94 do not it authorize is of no tax bonds force and effect.

VIII. PUBLIC PURPOSE ISSUES. expended

Plaintiffs case this many pages of argument brief and hours many at trial and question here on the of whether building proposed public stadium is a purpose. Their (a) argument has three this prongs: stadium is not (b) public purpose under constitution; that continuing Act rule Wal- under inske and Rude requires a showing of "absolute necessity” before the authority may build this (c) stadium and lease to the county; 8 of Act 31 legislative evidences a intent that before built, stadium can be there be competent must proof that it will in fact increase activity business employment.

A. Constitutional Purpose Public Clerk, We held in City Gaylord v Gaylord City (1966) 378 Mich despite 294-295 specified absence of general legislative limits on power, and public purpose because the theme of constitution, runs through power 210 Mich Opinion of the Court are lim- generally government Legislature and governmental powers such and acts ited "to such Id, 295. purpose.” public exhibit a building the that a contend do not Plaintiffs purpose but public abe never may stadium adequately governed is statute authorizing the principles protect and standards appropriate public to assure use and interest public the thereof. Justices, Opinions on they rely support

In (1969). In that case 775; 250 NE2d Mass opinion that a advisory in an held the Court adequate lacked statu- statute stadium proposed reviewing compli- provisions guidance and tory necessary were Court felt guidelines with ance the Massachu- under purpose public a to constitute setts Constitution: large multi-purpose sta- a opinion that are of "We * * * expendi- purpose if the public may for a dium funds, public privileges, public the extension

ture of use, opera- rental exemptions, and the powers and by appro- adequately governed projects tion of the legisla- out in the principles set priate standards Id, 795. tion.” princi- not meet in did question

The statute ples since: designed protect in bill seem provisions "No complex and having the stadium interest public mentioned the activities used for all arena athletics) (e.g. professional having any one without fostered to civic, (e.g. activities the exclusion of other conventions, meetings, philanthropic, and educational athletics, meetings, and school amateur labor * * *

like) Id, 797. .” that, leasing the facili- requirement "There is no interest public ties, Authority protect whatever Wayne County Alan v Opinion op the Court having there be in the facilities available to a * ** Id, diversity .” of users by saying Defendants counter the determi- nation of public what constitutes purpose primarily Legislature, function relying on statements from one of opinions in Gregory Detroit, (1966). Marina Inc v 378 Mich 364 In Gregory Marina there was a claim that restricting boat well leases to a limited number private users under renewable leases was not a public purpose.

In that case Chief Justice Thomas M. Kav- anagh opinion in an concurred in by Justice Black, Am quoted and emphasized the rule in 37 Jur, Municipal 120, Corporations, pp 734-735 follows: " ’The determination of what public constitutes a

purpose primarily function, is a legislative subject to abused, review the courts when and the determina- legislative tion of the body of that matter should not be except reversed is in instances where such determination ” palpable and manifestly arbitrary and incorrect.’ 364, 378 Mich (Emphasis 396 quoted added in the case from.) In Gregory Marina Justice Adams dissented on grounds unrelated public purpose aspect of which he said: agree

"I that the determination of what constitutes a public purpose is primarily legislative a function and that there has been no legislature abuse by the of that function in its 364, determination 378 Mich [here].” point

Defendants then 31; out that 8 of Act 5.301(8) MCLA 123.958; MSA specifically declares that leases to professional sports organizations declared to legitimate be a public purpose. This Mich 210 388 320 Opinion of the Court does not constitute an determination legislative function. legislative abuse there that still are no But counter plaintiffs other mentioned activities standards to insure opportu- will have reasonable groups and other stadium. nity use the is whether the stadium question put

Thus if only used and intended public purpose be a can profit-making private sports use primarily by use such a would not organizations. Apparently the Massachusetts Consti- purpose under public tution. defendants show us such the other hand

On under the constitu- permissible of a stadium use Cincinnati, states, citing Bazell v 13 of other tions 864, (1968); 63, 233 870 70; 2d NE2d St Ohio Philadelphia, 420 Pa 14, 17-18; A2d Martin v 215 Court, Angeles Superior v Los (1966); (1959); Ginsberg 436; P2d 2d Cal Denver, 572; County of 164 Col 436 P2d City (1968). 173 ALR the cases collected in See also Municipal McQuillin, 15 supplements; and (note 30), 39.31. 39.21 Corporations, §§ the has point out that stadium Defendants also for provide included special design had features public uses and other kinds of activities many stadium will showing is no that the that there pur- public the for other and be used benefit sports. professional than poses purpose public a the stadium could be Whether only sports teams profit by professional if used for case, supra. analogous Gaylord by the is settled the Court held majority a of the There a under factory by Plywood use a U.S. exclusive of Gay- of City with the purchase arrangement lease 62; PA issuing lord revenue under. Alan of Couet 5.3533(21) et seq.; MCLA 125.1251 MSA et seq. was public purpose. a

In payable that case the bonds were exclusively Plywood city pledged U.S. to do noth- ing but collect the "rent” and pass on to bond- holders. We in Gaylord: noted requirement public purpose "The has been most rigid public money property when is involved. [Cites requirement rigid has been less omitted.] when general taxing power there was no chance the could be 273, 295, reached. 378 Mich note 8. omitted.]” [Cite B. "Absolute Necessity” that, Plaintiffs contend even if the stadium ais public purpose sense, in the broad Act 31 Rude, under requires Walinske a showing of necessity.”72 "absolute continuing Whatever valid- ity concept governmental this has for users in revenue bond situation is not before this Court but plain concept it is makes no sense when applied private must, users who stadium held, we pay have provide sufficient revenues for the principal retirement and interest on the bonds.

As the trial judge pointed out in opinion his at page 43: "Now, Section 1 of Building Authority per- Act any County mits purpose authority to establish an for the acquiring for stadium or use effective thereof 'for use legitimate public purpose for county.’ Previously Building primarily Act was buildings government restated [sic —restricted] use. Such language squares broad amendment no

way previous judicial with stern construction re- quiring necessity’.” 'absolute brief, plaintiffs’ part II, 4-7; brief, pp plaintiffs’ See supplemental pp 8-9. Mich op the Court judge statement sees the this rule of The trial being Gaylord necessity” too strict in a "absolute private corporation a or if was where the user case in this stadium the bond structure looked case Tigers than like the rather users the alternate county agree- revenue. We are the source of ment. necessity” rule of

However, Wal- the "absolute private not to a user but and Rude related inske government Here the itself. "absolute user necessity” continuing validity. well have

rule reasoning in was that Walinske Part revenue supporting the bond issue was a reasona- on-going governmental a normal rental ble equivalent of such rent were not If the service. paid Authority Building it would have to the concept certainly paid else. This has to someone there is no field to date and in this been useful here, of a where because reason to abandon distinguishable squarely it is not fact situation issue. Activity Business Increased

C. Proof Of building argue § 8 of the further that Plaintiffs 5.301(8) authority 123.958; re- in- MSA act; MCLA competent proof quires the stadium will employment activity and that crease business proof.73 of such is devoid the record language plaintiffs rely support § 8 on the In corporations private declaring that subleases employ- activity business "thus to increase public purpose. legitimate lan- This are a ment” legislative plaintiffs, guage, say determina- not a has not been "condition” which rather a tion but Reading agree. proof. by adequate We cannot met of the statute without plaintiffs’ strained construc- legislative conclusion this was tion shows II, brief, pp plaintiffs’ part 9-10. See Alan op Opinion the Court latter, if it Even were the not a condition. it is at arguable that least indicates that record place. will take activity Under such such increased legislative "condition” circumstances even would be met.

IX. TIGER AND GRANT OF STATE CONTRACT 1963, 9, ART

CREDIT: CONST 6.§ Jr., judge, The trial the Honorable Blair Moody, opinion logical based his first on the perfectly reason that since bond counsel claimed the bonds were revenue bonds all users of the stadium pay proportionate should their share of the cost liquidating the self-liquidating revenue bonds.74 He user, found Tigers potential that were a or stadium, user of and that their agreement county require with the failed to them to pay their proportionate liquidate share the bonds. He therefore that Tigers concluded since the weren’t load, carrying their share of the was carrying Tigers to the extent of the shortfall. illegal He held the bonds as a violation of Const 1963, 9, art 18: § granted "Sec. 18. The credit state shall not be

to, any person, corporation, nor in aid association or public private, except as authorized the constitu- tion.”

Some time later Judge Moody, who had been set impossible an time schedule this Court in order schedule, to accommodate the bond sale concluded opinion the stadium supplementary are not 31 and 94 revenue bonds under Acts 11, quoted supra. portion opinion See of the trial court at footnote Mich op the Court We have illegal. heretofore Parts and hence are opinion. this III, IV and V confirmed Judge Moody’s examine conclusion Let us now 9, Const violates art Tiger contract but on the his concern record can respect We disapprove his conclusion. neither affirm nor are revenue bonds If the Const stadium bonds pertinent. This Court 18 is not has neither debt nor credit is in- times held several of City bond situation. in a true revenue volved Clerk, 273, Mich Gaylord City v 378 293-294 (1966).75 the credit of the state or Consequently At- its subdivision county, includes county —state Pingree, rel General ex Barbour 120 Mich torney Drain Commissioner v Oakland 550, (1899); (1943) Oak, 124, not in- Royal 306 Mich —is However, situation. revenue bond volved a true revenue bonds and we the stadium bonds are not them Tiger the contract affects shall examine how presently. as tax bonds Judge Moody’s proper to

But first we come back were in truth reve- concern. If the stadium bonds bonds, meet- Tigers’ shortfall in the nue then paying off the ing proportionate their share or should have been indebtedness would be bonded concern, county, to the grave directly very only would be under a revenue bond situation who involved, financially to morally directly but situa- a true revenue bond the bondholders. Under actual tion, only could look to the the bondholders stadium, were obviously chief of which users of pay county, non-user Tigers, and not Tigers If the weren’t off the bonded indebtedness. share, then the bondholders pay their going investment would lose that much of their either VI, p 293. in Part cited above the cases See also Wayne County Alan v op the Court bought have the bonds or, more wouldn’t likely, place. first naturally considering the im- us brings This bonds, 9, 1963, 18 on tax but we art pact § Const moment. If the stadium more one pause must bonds and bondholders revenue were bonds payoff, for their then to such revenues had to look state, the credit of the watchdog for the state’s Commission, required would be Municipal Finance the revenues from the whether inquire law to off the bonds Tigers pay would including users issue. There was the bond obvi- approving before finding. no such ously attention to the stadium our

Now let us turn are, really and exam- they as the tax bonds if Const has impact, any, ine what on them. 1963, art interpreting Const case law

Michigan precise. nor It is clear the ample 18 is neither give cannot or its subdivision state Mu- consideration. Detroit without anything away (1915) (salary Engel, of Art v 187 Mich 432 seum museum, consideration, no employee private Flint, v Mich 576 purpose); Younglas 345 no public (transfer (1956) armory) to US reserve city park Flint, 655, 663 see contra Sommers v 355 Mich but (1959). Municipal Cor- generally McQuillin See 15 (3rd ed), the constitu- 39.30. Note porations § are concerned the state and tion as far as pri- and a public differеnce between a makes no ac- When the state regard. this purpose vate of value in return something transfers quires or 1963, art does not offend Const for value the state Building Joint Detroit-Wayne v 9, Walinske § (lease (1949) 562, of build- Authority, 325 Mich 583 State Corp v Broadcasting Jackson Television ing); (1960) 481, Agriculture, Mich 498 Board 360 326 388 Mich op the Court studio); (time-sharing Hays on rental basis (1947) (Michigan Kalamazoo, 316 Mich Munici- pal League membership). problem probability Now the nub of the in all is

the value value transferred. So the value received state return for the inquiry goes our to what is it. and who determines While the cases definitely describing all the earmarks of the value yet appear to probably written, to be received it immediately citizen because would prescribe going value, full and this Court is not argue logical, just with so reasonable and a stan- dard. only

Research has revealed one case where this spoke Court who by on shall determine full value government to be received in connection 9, 1963, § with Const art 18. It assumed that a Legislature joint state contribution to a highway project state-local was a fair value and High- not a violation of the constitution. In State way City Controller, Commissioner v Detroit (1951), 337, Mich we said: "However, legislature recognized has that limited highways access will benefit the State as a whole and provided apportionment has an of the cost. This is lending 10, of credit meaning within the of article 12.” §

Defendants have referred us White v Grand Rapids, (1932), 267, 260 Mich cases, and other where neither Const 18 nor art discussed, 26 were for the rule that "under the circumstances is immaterial whether * * * good bargain amade aor bad one .” This Court will assume that officers Legislative and Executive Branches do their will duty proper judgment. and exercise a The courts Wayne County 327 Alan v Opinion of the Court unless there has respect judgment

will been a Obviously, if the clear abuse of discretion. state or grant valuable were make a next to to consideration, courts no the would be forced to discretion, as an exercise of but regard not an abuse of discretion.76 already the stadium have been

Since held reasons, for a number by invalid this Court it to purpose would no remand the case serve back to whether the trial court to review there was indeed 1963, 9, 18 a violation of Const under or rules we have enunciated the observations we In event about to make. the case of a bond, lease, Tiger tax an invalid while embarrass- ing county, would invalidate the sta- dium bonds. Court must out that point

This with stadium valid posture bonds in tax bonds the value Tiger be delivered contract has to be brief, plaintiffs point supplemental p As out in their defend very important ants overlooked sentence contained White v (1932): Rapids, Grand Mich " city subject discretion vested in officials is not '[T]he review they power, may If transcend their courts. courts interfere. if, acting scope power, mistakes, they But within the of their make ” is not the business of a court to amend or their correct errors.’ added.) (Emphasis (1936): Rapids, See also Veldman v Grand 275 Mich 111-112 power authority govern "The vested in the commission to as long contrary its discretion dictates so opposed its action is not It to law or * * * public policy. sound is not the business of courts to regulators and, city representatives authority act as of the citizens of Grand action cannot be interfered with unless of the exercised, Rapids illegally has been their merely because it not seem to persons ought other to have been as it been.” as wise to have Corp Rapids, App And Kent see Theatre v Grand Mich (1968) 362, G. Appeals, including where now T. the Court Justice by Kavanagh, city reviewed the denial a theatre license agency. city agency The decision of the was and the Court reversed said: may properly judgment "A court its own for that of a substitute licensing authority to licensing authority where the is found act ” arbitrary Rapids, supra. unreasonable. Veldman v Grand Mich the Court judged by a standard different from a revenue Tigers situation, bond case. In a revenue bond the pay proportionate as users to would have their liquidate share indebtedness, to the bonded be- they obligors. cause in real a sense are the In a Tigers situation, valid tax bond the aren’t bond obligors county at all. The is.77

The in the case of the stadium bonds as presumably gone valid tax bonds would have to people authority the to issue the bonds for the purpose only incidentally providing public the place sporting first-class to view and other events particularly but to revitalize downtown Detroit bring prosperity to the citizens of the commu- nity. voting approval The citizens of the bond presumably persuaded by issue would have been County Tigers the Fathers that the and others payments pay would their fair for stadium use largest percentage erecting for the of the cost of the stadium but order to achieve the revitalizing benefits of downtown Detroit and bringing prosperity community renewed to the property its citizens a minimum of taxation was a contingent possibility good bargain and a at that. everyone

Since under these circumstances would recognized beginning have from the that this was multi-purpose project recog- the citizens would require Tigers pay nize it would be unfair to the to more for their stadium use than the stadium was fairly play worth to them However, to ball in. expect Tigers pay every citizens would to cent play it was worth to in such a fine stadium that large would attract such crowds. The citizens pay would be content to whatever little that was necessary up retiring to make the difference in

77This, course, game. would make it a different ball Wayne County Alan Opinion of the Court the stadium that build would

bonds that would do City of Detroit them and so much for Wayne County. then for the Tiger of value con-

Our standard share of proportionate not be a tract would might Fathers bonded indebtedness. beyond highest a monument have build playing club’s field to revi- of a ball requirements it would be unfair and unrealis- talize Detroit and Tigers carry the load try require tic having such a monument. general citizenry On hand, great the Fathers with the other might design prudence and build a sagacity and Detroit which would a supply stadium to revitalize Tigers which the could win the playing fiеld on huge crowds and pennant pay and draw fair to the worth of the stadium to value relation bring profitable them would nonetheless which In liquidate to the bonds. county revenues to the situation, Tiger bond the short in a valid tax judged paying propor- not as its contract must liquidating tionate share of the bonded indebted- paying kind of stadium but as ness for whatever practical for the use of the fair market value going the rate according needed to they facilities elsewhere the under similar circumstances peculiar with a view to the circum- country and Tigers and the local stances in connection with the which would be fair to consider. stadium To summarize: Judge holding

1. the stadium bonds Moody’s 1963, 9, 6 eviden- invalid under Mich Const art proper beyond ced a concern but until reflection the bond impossible by time frame dictated him permitted analyze sale schedule revenue stadium bonds were not the advertised bonds, of Mich impact bonds but invalid tax 1963, 9, art not be clear. wholly Const could Mich op the Court Tiger paying 2. A not contract its full share under a revenue bond situation would either short- change buyers the bond or make bonds unsale- credibility able. county would This deflate the trig- if not its credit. It should also have gered Municipal Finance Commission into dis- approving place. the first Under a situation, 1963, revenue bond there nois Const art question. 9, § 6 alleged

3. Under a valid tax bond situation an inadequate Tiger judged by contract would be not proportionate supplying whether it was its share might indebtedness, of retirement of bonded which according be either too or too little ask much overpriced bargain whether the stadium was or a playing purposes for baseball but whether the Tiger returning contract was full value Tigers for the value to the of the stadium Tiger might facilities leased to them. The contract 9, 6,§ violate Const art but this would not invalidate stadium bonds. proscription The Const § 18

against county grant state or of credit exchange offended a fair of value for value. Legislative Under normal circumstances the judge Executive Branch is the in matters in which of what is fair value Tiger concerned, is as the being people here, contract answerable the good poor judgment. judgment, its Their how- subject judicial ever, is review for of abuse judgment.

X. THE QUESTION OF NOTICE TAXPAYERS TO THE

AND RIGHT OF REFERENDUM. great necessary of the Because haste with which Wayne County Alan v op the Court argued, and this Court appeals these were briefed framing issues on appeal of independent made an raised in the trial court. adequately that were not by case Justice Gaylord in the As was said Souris: strateg- to the tactical cannot succumb Court "[T]his artifically restrict Court’s litigants which ems of duty when constitutional issues of performance of its public importance are 343. Gaylord, involved.” framed the Court and by One of the issues argued argument supple- counsel in oral by mental briefs is follows: legal impact of the fact 'notice’ to "What is the public spoke of 'revenue bonds’ 'notice’ to the to the bonds as bonds se- buyers bond referred same obligation County?” of general cured right no constitutional to a There is absolute 94; 33 of vote but under Act on revenue bonds78 if, must be held a vote 141.133; 5.2763 MSA MCLA of a "Notice publication days within 30 filed Bonds,” signed petition Intent to Issue the borrower. the electors of 10% any legal questions raised Before discussion Intent by the content of the Notice of to Issue Bonds, showing who told we shall set out facts was real, unlimited-tax-obligation nature these who lulled bonds and when were told and was they being sleep by told stadium would be built bonds, meaning by revenue no cost the tax- payer. importance The of this be minimized cannot taxpayers’ right since the to a referendum under publication upon of Act accrues of Intent thereafter. expires days Notice is to make purpose presentation of this clear elector had what information reasonable

78Gaylord, p Mich op the Court available from an official source to upon act at the right time his to a referendum seek accrued.

A. Official Comparison of Bond Descriptions to Taxpayers Buyers and Bond

What facts below will show is that taxpayer was never made aware in any official way his taxes unlimited amounts might —that $371,000,000 pay minimum bill for sta- dium. The key language describing the real nature of these short bonds is one paragraph that was neatly excised from notices to taxpayers but prom- inently displayed in notices to bondholders. For shorthand we reference shall call this paragraph Paragraph” the "Tax and we will refer to it as such in this discussion. The Tax Paragraph with important language its follows: "By the terms of the Lease the County Wayne has agreed to pay annually as the Fixed Rental the said Stadium necessary such amount as is princi- to pay the pal of and interest on these bonds and additional bonds equal standing obligation and the pay said rental general obligation is a County the said of Wayne which obligated by is authorized levy law an ad valorem tax on all property taxable within the said county, provide in (Emphasis amount, without limitation as to rate or necessary funds pay said annual rental anticipation of which these bonds have been issued.” added.)

The following discussion will show how in each notice to the taxpayers the eye-opening and wallet- jolting message of the Tax Paragraph was curi- ously At absent. message same time the of this Tax Paragraph was conspicuously present brought again home over and over in notices to bondholders. We begin by shall at looking what was said in the incorporation articles of Wayne County Authority. Stadium Alan op Opinion the Court (Public

1). ARTICLES INCORPORATION No- OF tice) adopted on August 1970

These articles were in the Detroit Free Press on published were and to, for the 1970 as notice and benefit November the public.79 of dealing the articles with the

The of only section no issuing bonds makes mention possibility Wayne County that and the of the fact whatsoever plans to issue tax laying were unlimited Authority fact, suggest plainly any In the articles that bonds. the users paid by actual of the bonds would be Stadium: ** * (etc.) acquiring, improving purpose "For the self-liquidating Authority may

the issue revenue bonds the subject provisions of Act in with and accordance * * * provided, 31: that such bonds shall be 94 and Act solely properties, the revenue of such payable from payments be to include which revenues shall deemed or for the use of made under lease other contract further, provided that no such properties: such properties unless the whose reve- bonds shall issued by Authority pledged been leased the nues are have maturity period extending beyond the last of the added.)80 (Emphasis bonds.” average or for that matter even taxpayer, The have no idea average judge the or would lawyer, quote— is a verbatim language the above 79 20, 1970, August adopted the articles were on The pursuant authority proce County Board of Commissioners the 123.951, 31; 123.954; prescribed MSA 1 and 4 of MCLA dure Act §§ 5.301(4). 5.301(1), for the members of the Board Commissioners 5.301(5a). 123.955a; pursuant Authority MSA are elected to MCLA Wayne County Clerk with The articles were filed with 31; 123.956; Secretary pursuant MSA 6 of Act MCLA § of State 5.301(6). incorporation validity is provision the Under this filing County conclusively presumed days Clerk 60 after the with Secretary subsequent filing and Clerk. with the of State

80 IV, 5; incorporation, Exhibit 10. Trial § The articles Mich 210 op the Court average almost —from 11 of Act 31. What taxpayer lawyer judge recognize or conveniently would not part that only part omitted of 11 is the might taxpayer lead to fear for pocketbook. his Here is what the articles of incor- poration might they look like if included the omit- (omitted part CAPS): parts §of ted of Act * * * purpose acquiring, (etc.)

"For the improving Authority may issue self-liquidating revenue bonds subject provisions accordance with and to the of Act * * * provided, and Act 31: that such bonds shall be payable solely from the revenue of such properties, which revenues shall be deemed to payments include made under such lease or other contract for the use of ** * property: WHERE BONDS ARE PAYABLE FROM REVENUES DERIVED FROM PAYMENTS * * * TO ANY PURSUANT LEASE OR OTHER CON- OBLIGATIONS, TRACT THE BONDS SHALL BE DEEMED BE TO ISSUED IN ANTICIPATION OF * * * CONTRACT OBLIGATIONS WITHIN THE MEANING OF SECTION OF ARTICLE 9 OF THE further, provided CONSTITUTION and that no such bonds shall be issued unless property whose reve- nues pledged are Authority has been leased for a period extending beyond maturity the last added.) (Emphasis bonds.” appears puzzling

Now there a little more situa- Assuming taxpayer might tion! that a studious immediately handy copy reach for his of the con- stitution, he could turn to 6 of article 9. Our taxpayer may just reasonable as the know— legal profession precisely doesn’t what this know— means, section the constitution but there is question anyone looking get little at it would something some idea that it has to do with unlim- paying Looking ited taxes art for bonds. in Const dealing obliga- 6 for words with "contract taxpayer following: tions,” the would find the Alan Opinion of the Court foregoing [limits limitations on ad valorem "The imposed payment apply taxes for the taxes] shall not * ** anticipation obligations in of which contract imposed issued, be taxes without which * * * (Emphasis amount limitation as to rate added.) incorporation included the Had the articles (or very taxpayer language above, studious then gotten might lawyer) some idea that unlim- have might involved and be have ited taxes could project questions asking so that this could started got along. put perspective too far before into Paragraph recall, the Tax first If the reader will county quoted that the mentioned was "au- above obligated” to tax without limitation thorized and point We out that to rate or amount. conve- as niently capitalized words, from the articles’ absent "authorizing above, that do the are the words Paragraph. missing obligating” in the Tax That supposed language to make the Tax is what language Paragraph legal. That absent has been arguments ap- linchpin of bond counsel’s on peal.81

2). AND LEASE BETWEEN COUNTY AUTHOR- circulated) (Privately ITY and the Author-

The Lease between September ity approved 23, 1971, on and to was published day has never been for benefit of this taxpayers. Michigan Education Association As 8): (p their amicus curiae noted in brief readily cause, trial of this no citizen could "Until magnitude project, comprehend of this and the public placed now on the burdens which will paragraph of this We do not decide here whether absence incorporation renders the issuance of the stadium from the articles of why these in view of the numerous other reasons bonds "ultra vires” illegal. bonds are 388 Mich op the Court day finance the To this such same. minor details as the Stadium, actual cost of the the rental payments re- quired County, operational and the revenue, remain mystery.” Although the Lease was filed with the county clerk, there no away was citizen could it know was on file there. It was a story different with respect underwriters, buyers however, bond and they given for were not only succinct summaries parts of the Lease describing the tax county’s obligation they but were also hand-delivered neatly copies bound of the Lease and all other important documents. What in the Lease would be of such material interest to bond buyers that should be "Prospectus” summarized and the bond buyers given copies also bound of the Lease? Following pertinent quotations of some of the interesting more provisions of the Lease quoted and summarized in the Prospectus given to bond buyers: "The Fixed Rental shall be general deemed to be a

obligation of expenses the other to be operating essential p 11; Lease, expenses of county.” Prospectus, 4(d) (trial 9). 10; 2a, exhibit trial p § exhibit

Another interesting provision is 8 of the Lease which tells the reader the stadium must be built paid the county no matter how much it costs and if the county does not choose to pay for it in cash the Authority must issue addi- tional bonds and increase the county’s tax-sup- ported rent obligation. Prospectus, See pp 12-13; Lease, 8; (trial bond ordinance 1101-1102 ex- §§ 10; 2a, hibit trial exhibit pp 13-14; 2c, trial exhibit 31-32). pp

The Prospectus get right Lease down to County Alan v the Court of county that the has to make clear and

particulars happens: what matter no for these bonds pay outstanding, Bonds remain any of the long "So for, provided obliga- been the has payment unless their pay the Fixed Rental shall be County to the tion of abated, shall not be and unconditional absolute waived, or reduced, diminished otherwise abrogated, whatsoever, any or to extent any manner modified setoff, recoupment rights of or coun- any regardless of might against otherwise have the terclaim parties regard- party or Authority any or other the God, or contingency, act of event cause any less whatsoever, notwithstanding any circumstances or oc- before, place during take or may arise or currence that Stadium, including, but acquisition of the the after obliga- and unconditional limiting the absolute without (a) above: destruction County described tion of the * * * * * * * * * (b) ; taking the the stadium * * * * * * * * * domain or other- eminent Stadium * * * (c) subleasing or other wise; assignment any * * * (d) ; expiration of the similar transaction (e) Lease; Authority any failure of term of the * * * ***;(£) agreement or covenant perform any * * * Stadium, whether due to complete failure Authority any or other negligence the fault my reason; (g) circumstances any acts or cause or * * * 11; Lease, Prospectus, p constitute an eviction added). (Trial 2a, 10; exhibit (emphasis exhibit trial 13§ 18-20.) pp compli- begin to be more things From here on so happened what has cated so let us summarize far: a) published for incorporation were articles minimum form public in the

the benefit of the required by statute was keyA section of a the statute. articles, left out quoted in the but almost verbatim unlimited power taxes. hint of b) out Then, left relying upon part of the statute articles, with the a Lease made 388 Mich Opinion of the Court authority unlimited tax create bonds. The Lease has given published never has been but been to bondbuyers. 3). notice) (bondbuyer NOTICE OF SALE days approval

Four after the of the Lease the meeting Authority September 27, held a on At this an of meeting "Official Notice pre- Sale” pared by bond counsel was reviewed the Au- thority and for later approved publication in a limited paper circulation known as the Daily Bond Buyer. The of sale was ultimately published notice 30, 1972, on March over five months after taxpay- rights of expired. ers’ referendum had the Significantly, Authority and bond counsel thought the readers of the notice of sale in the hence) (months Daily Buyer Bond should have the information in the Tax Paragraph, but of taxpayers Wayne County should not have official published description of the real nature of these bonds as contained in that private para- graph. far

So we have seen: a) That in the Articles of Incorporation 11 Act quoted was almost verbatim but the lan- guage left out is the language which is supposed to authorize the county to make a Lease which cre- general obligation ates supported by unlim- ited taxes.

b) Then we approved saw that Lease that is supposed general to create obli- this gation.

c) On the day same with help of the drafting counsel, skills of bond the Authority prepared official notice to buyers bond including the Tax Paragraph to required make sure —as by Federal law —that bond buyers would not be misled about what promises do, the County to pub- but never Alan op the Court payers’ months after tax this five until

lished expired. rights had of referendum Paragraph, again of the Tax so the words Read public helpfully notices, and see how out edited the Lease: it describes well County Wayne has Lease "By the terms pay annually agreed the Fixed Rental for the as said to necessary pay princi- to Stadium such amount pal of bonds and on these additional bonds of and interest equal standing obligation pay said rental County Wayne the said obligation of general is a obligated by levy law to ad which is authorized valorem property within the said tax all taxabfe on amount, limitation as rate county, without necessary pay provide rental the funds said annual anticipation these have been issued.” of which bonds added.) (Emphasis 4). RIGHTS TAXPAYERS’ NOTICE OF VOTING Intent”) ("Notice of taxpayers are concerned this is the

As far as triggers important only a 30- document because appears day right notice the referendum. Once reading taxpayer, notice, the can decide the whether after project. signatures object objects he the If he does bring right and the he has the collect matter to full vote. Intent”, bond "Notice of also drafted

This approved counsel, thority the Au- and was considered very meeting the Para- the same Tax at graph approved. Intent was The Notice of was September published on in the Detroit Free Press the Tax Para- 1971. Recall that at this date sug- graph, the and other documents Lease resting safely gesting in the "tax were still bonds” Authority. files of point only prepared and

To this documents taxpayers incor- for were the articles of published Mich 210 op the Court poration. no tax. They suggest On September 23, containing approved Lease was the tax bond and It has not published. structure. was been September On both "Notice of Sale” for bond "Notice of buyers Intent” for the public and approved. were reviewed The "Notice of Paragraph. Sale” contains the Tax "The Notice of Intent” Tax Paragraph contains no sug- other gestion of taxes. The "Notice of Sale” was filed away publication for later to bondbuyers and the Notice of Intent approved was pub- immediate lication to people. taxpayers

Here is what were told about these and all ever they officially learned until it was too late: "PLEASE TAKE NOTICE the Commission of the

Wayne County Authority Stadium intends to issue and sell Authority, pursuant Revenue Bonds of the to Act 94, 31, Michigan, amended, Public Acts of as and Act (First Michigan, Session), Public Acts of Extra amended, in an amount not to exceed One Hundred ($126,000,000.00) Dollars, Twenty-Six Million for the purpose paying acquiring, constructing, the cost of furnishing Detroit equipping a new stadium in downtown together separate facility with parking there- appurtenant properties fore and necessary and facilities or convenient for the effective use of the stadium and parking facility acquiring separate site for the parking facility all for the use of the County Wayne. payable paid 'Said bonds shall be from rental to be by Wayne County the of Authority. to the given pursuant "THIS NOTICE is require- to the Michigan, of of ments Section Act Public Acts of 1933, as amended.”82 things: This notice taxpayer tells the four 1) Authority intends to "revenue issue 31; bonds” under Act 94 and Act proof publication, See trial exhibit 10. Wayne County Alan v op the Court 2) $126,000,000 stadium for building Wayne County;

3) be paid by paid rentals to will be the bonds Authority; the County the to 4) pub- to requires the notice be 33 of Act 94 lished. If al- bond”? he didn’t a "revenue

1. What could find from know, taxpayer a studious ready the up to look acts and the how library city the he comforted construing would be them laws again in cases such as over and the found words Gaylord: * * * obligate do not "[S]elf-liquidating bonds supra, taxing power.” Gaylord,

general There was the stadium cost? 2. How much will real cost of that statement public no official $371,000,000. informa- This would be the stadium Lease, makes notice above but the tion was in no to that Lease. reference The studious paid? these bonds be

3. How will general tax will already knows that taxpayer para- neatly equivocal this be levied. What does from "rentals” paid Bonds will be tell him? graph the Author- pay will County Wayne games, football is for baseball and ity. The stadium conventions, etc., football so must mean that teams, pay the like will rentals teams and baseball "paid by will be rentals to the and these Authority.” Wayne County meant really now know that what was But we "rentals from payable the bonds shall be was the Author- paid by County Wayne under a Lease which the ity” to rate or tax without limitation pledges to from base- any payments and under which amount irrele- the like are teams, teams and ball football 388 Mich the of Court tax vant and the must even if the stadium empty. is Why given? 4. was the notice The notice states given requires

that it. There is ing it was because 33 of Act 94 single suggest-

not a word in the notice taxpayers right that the have a to seek a vote Nothing on these says bonds. in the notice that the purpose required whole and reason this notice is trigger right a of referendum. only This Intent contained Notice of official description taxpayers. legal of bonds to these purpose provide is to Notice information so taxpayer a Upon reading can decide whether seek a vote. any

this of Intent” "Notice are there by any words which reasonable stretch of the imagination suggest obligation an unlimited tax of potentially anything sug- $371,000,000? Is there gesting right short, to vote? In can a reasonable reading taxpayer upon this notice make in- judgment formed about whether he should start organizing neighbors petition his friends and for a prevent imposition potentially drive to enor- mous additional tax burdens?

5). (Published wording THE BOND FORM Bonds)

We would now end this discussion of the selec- description except tive of these bonds bond counsel published tells us "Bond Ordinance” was on days publication 1, October two after the during period "Notice of Intent” and tax- payers’ rights says of referendum. He this de- wrong. scribes bonds to them. isHe ques- First, if it describes the bonds so well why published tion arises of with the wasn’t "Notice of Intent” since the Bond Ordinance was meeting approved also considered and at the same Alan v Opinion of the Court and "Official of Intent Notice Notice separate Why September 27, Sale,” on days apart? publications Second, we two two meaningless is a Bond Ordinance note that the unpublished Lease because the document without they incorporate provisions of each The other. body makes no mention of the Bond Ordinance obligations. tax But all of unlimited whatsoever of key important descrip- the because this is not so Form” at is in the "Bond the end tion of the bonds the bond ordinance. following paragraph the Form is In Bond Paragraph”: It call the "Revenue which we shall as follows: reads Bond, self-liquidating revenue is not

"Each Bond is general obligation Authority County, or of a and does not constitute an indebtedness of said said Author- said any County, provi- ity or of said within constitutional statutory sion or limitation. principal The and inter- interest) (except capitalized on the Bonds of this est payable solely from the Fixed Rental to be series are Lease, paid by of said and said under terms payment principal of and on of both the interest Bonds, equal Bonds said and on additional standing pursuant which be issued to their terms Ordinance, statutory on of said is first lien secured added.) (Emphasis such Rental.” Fixed published 1st, 1971. This was on October is what obliga- the unlimited tax There is no mention of public Paragraph in this tion the Tax is not and ordi- There another bond Bond Ordinance #1. nance, however, Bond Ordinance #2. rights taxpayers’ referendum

Four months after meeting expired, Authority held a published Bond the Bond amended Ordinance description Ordinance #2. the same is word-for-word

Bond Ordinance #2 (almost) description Bond of the bonds in as the 388 Mich 210 Opinion op the Court Paragraph Ordinance The Revenue #1. was left exactly paragraph same following it (the here) which are not important words of was also But exactly the same. in this Bond Ordinance the Authority push was able #2 these two paragraphs enough apart far just insert the Tax Paragraph. So finally, months after rights of expired, referendum the real unlimited tax nature of these bonds placed was in an official notice published on March in the Detroit News.

This is the way taxpayers were dealt with. Now we will consider whether this selective deal- ing, reprehensible be, as it might is a case where the only say law can is regretable but legal, or whether there is some principle of law which would the taxpayers hold legally were shortchanged by these disclosure practices.

B. Is Legal? The Notice of Intent In oral argument supplemental and plain- briefs argue tiffs that constitutional due process was denied to taxpayers by misleading notices. Their position is well summarized the Michigan Edu- curiae, cation in their brief amicus Association pp 7-8: oppose "The MEA not does the of a construction riverfront stadium in oppose proce- Detroit. It does the herein, however, dures particular utilized points and in to the lack of notice its general to members and the public. Although given "notice” general was to the public and MEA members of the of pendency a "reve- issue, nue” bond deceptive said notice was inherently misleading. guarantee and The process of due seems adequate somewhat than less when we realize now that good of share the required revenues this fund will,

project likelihood, in all generated by be ad valo- against rem taxes levied taxpayers Wayne the of County. Alan v Court given, notice and the form of protest lack "We is itself violative the due The notice the same. Michigan Federal and Constitu- of both process clauses added.) (Emphasis tions.” argue tried not have Defendants full models of and candid were taxpayers’ notices chose, counsel not wisely, Defendants’ disclosure. charge that notices were meet head-on process. of due Instead and a denial misleading argument the nature of confes- an they make like goes It this: sion and avoidance. (a) is purely statutory notice since requirement of The permits, require does but not Michigan Constitution any referendum given held "Notice” Clerk, bonds, Gaylord Gaylord City City of issue these (1966). 273, 304 378 Mich (b) required by the notice constitution Since a Intent,

then, though requires it is Notice even Act only Act what in law to include Notice sufficient 94 more, Gaylord, requires no Id. specifically (c) thing required by Act 94 to only specifically The issue,” in the Notice is "amount be included requirements. more satisfies the so this notice than (d) approved this Municipal Finance Commission many like it ade- approved others and has Notice compliance with constitutional quate and sufficient statutory requirements. starkly, finery phrased legal

Undressed accurately legal contemplation, but nonetheless Plaintiffs of the is as follows. position parties taxpayers: on say behalf misleading that it deceptive "The was 'Notice’ really so all. were not of the truth at We 'notice’ deprived to vote.” of our chance govern- on Bond Counsel answers behalf ment: 388 Mich 210 Opinion of the Court requirement "There’sno constitutional for notice. We complied you If

have bonds the statute. we didn’t tell with rights tax before the were referendum expired your tough we didn’t have to and it’s luck.” Arguments long like that defendants have rejected by uniformly argu- been the courts. The crops up usually ment in cases where citizen complains government acting that the or someone pursuant government blessing regulation unfairly respecting has dealt with citizen such things government job, license, as his driver’s his government-citizen legal or some other relation- ship. recently

We had occasion to consider this "take- argument Department it-or-leave-it” in Viculin v (1971). Service, 375, of Civil 386 Mich 386-388 One of the claims defendant Civil Service Commission was that since Donald Viculin had no right job right constitutional to his he had no review of his dismissal under Const guarantees § 28 which review of administrative affecting "private rights determination or licen adopted answer, In ses”. a unanimous Court principle stated in & Cafeteria Restaurant Work McElroy, ers v 894; Union 367 US 81 S Ct (1961): 1743; 6 L Ed 2d 1230 " question by easy 'This cannot be answered assertion right that, because she had no constitutional to be there place, deprived liberty in the first she was not property superintendent’s may action. "One not right go Baghdad, have constitutional but the prohibit going Government one from there ” ’” process unless means consonant with due of law. added.) (Emphasis Viculin,387. Goldberg Kelly, 254, 262;

See also 397 US S Wayne County Alan v 347 Opinion of the Court 1011; 25 L 2d v Shevin, (1970); Ct Ed 287 Fuentes 67; (1972). 407 US 92 S Ct 32 L Ed 2d 556 Clerk, Arbor City Wilkins v Ann In 385 Mich (1971) 670, 678, we noted the rule of Kramer v District, Union Free School 621; 395 US 89 S Ct (1969). 1886; 23 L 583 Ed 2d There the Court said that even there no though is Federal constitu- right tional vote in certain elections, to school right given, once the is lines cannot be drawn Id, equal inconsistent protection. with 629. The same rule to on applies voting revenue bond is- Houma, Cipriano sues, City v 701; 395 US 89 S 1897; (1969); Ct 23 L Ed 2d 647 Phoenix v Kolod- ziejski, 204; 1990; 90 S US Ct 26 L Ed 2d 523 (1970). Goldberg, of the from Wil- principles

The cases kins, and Viculin is simply Phoenix to that a citizen, he has no merely because constitutional right something, cannot be forced to take that something burdened with whatever classification Legislature and unfair procedures attaches. right job, vote, Once a be it given, right a telephone, right a property, right hold government whatever, on bid contracts right cannot restricted by means not consonant Viculin, process. with due See 387-388. it

While is true that many voting cases dealt have with claimed protec- denials of equal tion, it must be that every remembered denial of fortiori, is a equal protection a denial of due process. Stone, See the analysis of Mr. Justice CIO, in Hague concurring ff; 307 US (1938). 954; S Ct 83 L Ed 2d then can it How be said that grant "privilege” the state a in violation of it equal protection but some- grant how can it "privilege” burden with 388 Mich op the Court process? of due procedures plain violative The is that answer cannot. granted right to petition state here has a bond issues. The right

for vote on revenue required a notice petition triggered by by 33 of § given comport Act 94. Does the notice with due process? (1962) Bay Ridenour v County,

In Mich 225 power the of a public we had before us board of special against works to determine assessments statute, district. The property in a drain 1957 PA 5.570(24) 123.754; provided MSA 185; MCLA roll there "confirming” special assessment before of no- publication hearings preceded by would be hearings the hearing. After the tice twice before were final assessments the and "confirmation” 30 days. within in court unless attacked and, under published Notice was the statute in addition, was sent first class mail to all persons who, roll, according special to the assessment property special owned the assessment district. February The "confirmation” occurred on 16th within the 30 days provided and was attacked by statute. Suit started a month equity was by plaintiffs. later filed a cross bill The Act, under the Public Securities Validation 3.994(3). §3; PA 691.483; MCLA MSA The provided Securities Validation Act for notice to in a for three public published newspaper point consecutive this latter statute out We weeks. separate to make clear that there were two "no- Ridenour; tice” us in both held provisions before invalid. provision

One was the notice of the Public Secu- mentioned, Act, 1959 PA rities Validation last 3.994(7). 7; 691.487; there MCLA MSA The notice § designed ruling of the circuit perfect was Wayne County Alan Opinion op the Court determining validity bonds secured

court all against objections. We held special assessments the Fourteenth violated amend- the statute Constitution 16 of ment of the Federal of 1908 for failing to Michigan Constitution Riden- parties. for known notice provide adequate our, 242-243. provision

We also held invalid the notice of 1957 185, 24, supra, regarding hearing by PA significance of this is public board of works. requirements process of due applied that we in a court of personal jurisdiction law securing hearings before board that non-adversary effect, would, tax determine rate of practical though provision properties benefited on —even in court. later contest was made for a principles we relied on the In our decision Co, 306; Trust v Central Hanover 339 US Mullane (1950): 652; L 70 S 94 Ed Ct " due, person’s process is a which is 'But when notice process. employed means gesture is not due The a mere informing actually desirous of must be such as one adopt accomplish might reasonably to it.’” absentee added.) Ridenour, (Emphasis 241. Mullane, notice personal

In the Court held trust fund to known beneficiaries of a common print the fine in the provided. Respecting must be notices the Court said: published local brings alone to the attention of even a "Chance in the type in small inserted resident an advertisement * * * Mullane, 315. pages newspaper .” back of a notice defective The Court also found the purpose: to state its failure when is further reduced "The chance of actual notice 388 Mich Court required here as whose attention the notice does not even name those * * * supposed to Mul- it is attract lane, taxpayer right object Ridenour, In had a to "hearing”. hearing rights aat cut off would to object special subject days’ to assessments to 30 opportunity for contest court. The "notice” hearing served to they them of inform at which object. taxpayers right Here, could have a object by petition days, to within 30 which cuts off right object Here, however, further. to merely taxpayers notice does not serve to inform pendency independently of the ated some of at other cre- proceeding may they object. which Here right object the notice itself creates the petition cutting and the notice also determines the right. off

The notice here is defective in both its method of reaching taxpayers and its substance.

1) The defective notice is in its method of reach- ing taxpayers right petition because the cannot print be created and cut off fine in the back of a newspaper. As said in was Mullane: "Publication theoretically be available for all the day suppose see but it is too much in our world beneñciary that each or individual does or could published examine all that something may to see if away be tucked property in it that affects his interests. We have before publication indicated reference to notice that, 'Great caution should be used not to ñction deny play let fair only that can be secured by pretty Mullane, a close adhesion to fact.’” 320. added.) (Emphasis process requires per- We do not hold that due every taxpayer, sonal of notification do nor we hold that there must be mailed notice or Wayne County Alan Opinion of the Court personal to everyone. notice Mullane holds only give the method of notice chosen must reason- actually giving assurance of light able notice in of other available means:

"The statutory known notice to beneficiaries is inade- quate, it fact fails to reach everyone, because but because it under the circumstances is not reasonably easily calculated those to reach who could be informed Mullane, by other (Emphasis means at hand.” added.) required kind of notice depends on the circumstances case and the availability other means both theoretical and economic Here, sense. example, there is involved not merely a true revenue bond where there is no taxation, chance of but rather bonds secured by the general, unlimited taxing power of the county. The bonded project expenditure involves substantial money. sums of It is not unreasonable under circumstances consider other availa- ble means of notice such as full page advertise- ments; television; radio; or combination of any of the above. The method may vary but the question always to be asked of government itself is whether it has chosen a method it would choose if it really were desirous of actually informing the greatest number rights electors of what their are.

2) The notice here is also defective substance because it fails to inform the purpose reader of its it because is misleading.

The purpose of the notice is to deter- create and mine method objecting to a bond issue petitioning for a vote. That ‍‌‌‌​​​‌‌​‌‌​‌​‌‌‌​​‌‌‌‌‌‌‌‌‌‌​​‌‌​​​​​​​​‌‌​‌​​​‍purpose not served by a simple given statement the notice is because is required given. to be It is no answer Mich op Opinion the Court accepted say these notices "conform to that here authority projects.” building Customary practice in process. necessarily process due is not process any respect- comport due notice To with supported by ing petition rights on pledge power state to whom the notice of tax must (a) purpose: tell, it what must in is issued and for taxpayers case, and this the electors (b) benefit; for their it it is issued enough it can information so that be must contain plain and understandable from its face in told language particular the notice concerns some subject right respecting obligation matter of (c) explain notice; must the nature the notice (or required right obligation) and what of the consequence exercising of not it exercise it; and (d) regarding subject matter of the notice enough information so that a mean- must be there respecting right ingfully can informed decision supplied reasonably in made information from be language plain of the notice. on the face say, people however, that counsel Defendants’ past complained informa- when too much require printed. do not and would not tion was tolerate a We misleading magnum opus its as com- brevity. plexity is in is Counsel as this "Notice” it Court that takes few as well as the knows words plain English taxpayers about to tell potential mislead them in as it does to burdens legal compact phrases art. acting public a consti- officials are under

Where duty give statutory to notice tutional and espe- government proposes, public of what the respect- rights cially ing electors where concerns undertakings government important such as taxing powers, secured the issuance of bonds government public officials, in the its then Wayne County v Alan op the Court informing, duty occupy position exercise fiduciary standard of trust should applied Cf, Nick, them. 11 Mich Barkey App (1968).

In to giving taxpayers public notice regarding securities, with comport process to due the notice phrased general must with the legal be sophistica- tion its in mind. phrased of beneficiaries As any misleading must not make or untrue state- ment; fail explain, or to or omit any fact which important would be to the taxpayer or elector in short, his In deciding right. exercise the notice may misleading not be all under the circum- stances. addition,

In notice proper cannot reasonably be accomplished until after the terms of the issue have approved been the Municipal Finance Commission because the of terms the issue about which the notice speaks are not determined until then. The Municipal Finance has Commission an obligation to insure the notices as as well comply themselves with law.

The similarity between this standard and the 10b-5, standards under SEC Rule 17 CFR 240.10b-5 is more than accidental. much in While less here, detail way required principle Misleading the same. statements in connection with public securities, the issuance of even to one "purchaser” who is neither a nor a "seller” but right who try has to prevent the securities issued, being from condemnation are within the (3) Rule 10b-5 prohibits "any person, which di- rectly or indirectly” * * * "3) engage any operates act which operate upon

would as a fraud or any person, deceit with purchase security.” connection (Emphasis or sale of added.) 388 Mich Court public policy of this It is state to contrary public corporations our issu- the officials permit which, ways under other cir- ing bonds to act cumstances, if pri- actionable officials of would be by securing issued bonds share- corporations vate through misleading notices.83 approval holder more than simply against here is "Notice” being contrary spirit to the of Rule public policy right to the Act 94 creates notice and 10b-5. petition. comport The notice must opportunity for Mis- The notice is process. misleading. due with process. due leading process is not The bonds are no given since there has been valid notice invalid 33 Act 94.84 under Exchange Sulphur Commission v Texas Gulf See Securities and (CA 2, den, Co, 1968); 976; 1454; cert 394 US Ct 22 L 401 F2d 833 89 S (1970). 756; Supp lawyer preparing F A Ed 2d on remand 312 others, subject descriptions to the rules as Securities and is as 1968). (CA Frank, Exchange 388 F2d 486 "Fraud” Commission v rule 10b-5 includes even so-called "innocent” non-disclosure under See, Fields, e.g, Myzel deception. v 386 F2d 718 which can amount to (CA 8, 1967); den, 1043; 951; 19 L 1143 cert 88 S Ct 390 US Ed 2d (1968). 78j. cited under 15 USCA § See the cases 84 published argue of notices can Defendants that defects forms coverage. They rely City by general newspaper

be cured on Commis (1931) 596, Hirschman, Michigan of Jackson v 253 Mich sion Public Service Co v man involved a claim of (1949). 309, Cheboygan, 324 Mich 339-349 Hirsch irregularities in the conduct of a charter opinion required There are no facts in the election regarding to be held. irregularities dicta for the rule these and the case is at best misplaced. upon Cheboygan find in it. Reliance case is defendants misleading by say notice could be "cured” That case did not that newspaper notice was added). of the articles because the Court found that the form misleading” (p emphasis "comprehensive not (1932) Hand, Bay County also does not 257 Mich Hand, support position. full notice of defendants’ In the electors had regular spring questions at that election. Certain to be submitted the election were Court found the notice not find published required by not for the full time statute. general and did of the election was sufficient any misleading statements. approve previous law that would We cannot construction of government people required notices to mislead the allow concerning long right petition as so the elective franchise or the to reports misleading news or the the cannot be is cured statements in unofficial duty straightforward public disclosure rumor mill. The of full and delegated grapevine. to the Wayne County Alan v Court here whether

We do consider 10%-in-30 requirement applied referendum days County arbitrary is an unreasonable condition petition. placed right on the We note there are now over million electors in Wayne 1.3 so amounts to one requirement person get- 10% seconds, ting signature every one 24 hours a for 30 day days.

By way comparison, all that is required for legislative statewide referendum is of the total 5% vote cast for Governor the last election within (Const 1963, days after close of a session 9). applied If that standard were to this local figures transaction would be as follows. There 780,000 were approximately votes in Wayne County for Governor at the last election. per Five 39,000 signatures cent of that is in 90 days 13,000 signatures in 30 Act 94 days. required 10% electors, registered of the as of the time of the petition drive 30 days. September within In 1,200,000 1971 there were approximately regis- tered in Wayne County. per electors Ten cent of 120,000 13,000 signatures compared applying the standards of statewide referendum to transaction, this local or about vs In 10% 1.1%. addition, course, go the act to referendum might passed have been in the part first session which would legislative petitions allow much more time.

Here, however, allegation there has been no anyone tried and was signa- unable to secure the hand, tures. On the other allegation there is no anyone right knew had a to secure they signatures. Nevertheless, we save our considera- tion of this for a future case in which the issue is raised. Mich Opinion op the Court

XI. OTHER ISSUES. Rates &

A. Failure to Pre-set Prohibition of Free Services Under Act relating raised Plaintiffs

Questions pre-set under Act failure to rates MCLA 21; prohibition 141.212; MSA 5.2751 and the of free services under Act MCLA holdings MSA 18; 141.118; disposed 5.2748 our above. Alleged Impact Impropriety

B. Professional Legality of Bonds on possible professional question impropriety

by attorneys connected with this case was raised brought matter before this Court. The was before disciplinary question us to raise a but rather as one reason to invalidate the stadium bonds. This Court has held these bonds invalid for direct legal it would intrinsic sary reasons so that be unneces- surplusage legal impact to now consider the validity of such a collateral extrinsic issue on the open charge pro- Nonetheless, an the bonds. been fessional misfeasance has made and mak- charge justice, should, in ers of the fairness and appropriate take action forthwith.

XII. CONCLUSIONS. summary principal

In we reach these conclu- sions: subleasing acquisition, operation

1. The of a professional sports organiza- stadium for use of legitimate public purpose. tions appear be a It would

possible legally structured do so under a Wayne County 357 Alan Opinion of the Court 94, under Acts 31 issue and alone or bond revenue combination, appropriate under circumstances in legislation. by well as new as bonds relate legiti- stadium to a Although 2. the Michigan under the public Constitu- purpose mate tion, this case were structured the to be bonds, the full faith by secured and general tax limit, to tax without county rather credit bonds authorized Acts 31 than the revenue and 94, exclusively must be secured which operation of the public derived from revenues illegal are therefore improvement. The bonds be- requirements with the they comply cause do not (2) 94, 7 94. Under Act the only Acts and § if pure revenue bond is more exception to a than financing comes from a Federal or state 25% project the stadium does not "grant” qualify and exception. this under Michigan Turnpike

3. rule of the Under the case incorporating authority pledges gen- its when obligation the rental power pay eral tax to the ego” the "alter doctrine comes into Authority, play county Authority and the and the are considered entity. as the same Since the and Author- therefore considered as the same ity entity, pledge power of unlimited tax runs county’s directly pledge to the bondholder. Such a is not permitted illegal. under Act 94 so the bonds are if 11 of exactly precise

4. Even Act were § specific evidencing legislative intent the unlimited tax im- include authorizations statutory munities from and constitutional tax claim, limitations rate defendants Act does provide exceptions. for these In to incor- order Act 94 into Act 31 and at time porate same 94, Legislature Act must complied amend have the reenactment and republication with require- of Const ments Specifically, § 388 Mich Opinion op the Court 11 of part Act which for convenience opinion this we have labeled ll[d], reads follows: "Where to the extent that payable bonds are payments

from suant bonds contract deemed which bonds are derived from revenues pur- be made to any obligations, lease or other contract shall be deemed in anticipation issued obligations obligations and such shall be to obligations anticipation contract of issued, within meaning the of section 6 of article 9 of the constitution.” part This of of 11 Act quoted above § is null no and of effect because the sections of Act 94 to be amended were not reenacted and republished as 1963, 4, required by Const art 25.§ intends, 5. If 11 of Act 31 claim, § defendants permit to taxation without limitation to pay fixed rentals, quoted then above exceeds the § ll[d] scope of the title Act to 31 in violation of Const 1963, 4, art 24 and imposes also a tax without § distinctly stating 1963, it in violation of Const art 4, 32.§

6. Section 13 of Act 94 requires that any bonds issued under Act 94 not be indebtedness any under constitutional statutory provision. These bonds state on their face that they do not constitute an indebtedness within statutory or provision. constitutional The bonds do create an 1963, 11, indebtedness within Const art how- § ever, because the has county created a present unconditional obligation to the pay total debt ser- vice secured pledge their to tax without limit. addition, In county the has created indebtedness 1) on the ways: two other the has directly agreed give to power bondholders the Contract, enforce the Lease one covenant of which 2) pledge is the of unlimited tax the support, and County Alan Court general taxing power county’s pledge support county in the places rent shoes of Michigan Turnpike rule of Authority under so the Authority are also obligations their their The obligations to the bondholders. bonds are do create an illegal they therefore because indeb- meaning of Const tedness within the statement on their contrary to the face and §11 13 of Act 94. requirements approval Municipal required Finance Commission under legal 27 of 94 without eifect Act since it was being these bonds not premised upon debt.85 approved premise In stated in the addition to the Form of the County, Bond that these bonds would not create indebtedness of the the three documents to changes Attorney language staff recommended in the General’s "general make sure the bonds would not be obligations”: (1) changes: approval Municipal Bond Form In the order of of the 28, 1972, Commission, 1,p Finance March is ordered that paragraph in the Form of the Bond delete the reference to the general obligation to tax without limit as to rate or According pay the "Fixed Rentals.” amount changes to this record the they have not been made and even if if had been it would be changes were not also made in the bootless entire bond structure general which and bond contract include the Lease which creates the (See above.) obligation power explanation and to tax. in Part X (2) finally of Sale: The Official Notice Official Notice of Sale as approved by Municipal out publication the Finance Commission for with- change says that: County Wayne obligated by levy "The is authorized and law to * * * property, ad valorem taxes on all taxable etc. without limita- provide necessary pay tion as to rate or amount to Rental funds to said Fixed * * * .” reason, Attorney thought For some the General’s staff this project bondbuyers given could still be a "revenue” interesting if the were the legally County but irrelevant information that the "in- pay tended” to though the Fixed Rental from sources other than taxes even obligated the was authorized and to tax without pay as to rate limitation or amount to the Fixed Rental. (3) "point by Attorney Lease: The checklist or sheet” used the General’s staff contains a recommendation that the Lease be amended language obligation to delete the which creates the unlimited tax Lease, pay the basic document any stress, continually the Fixed Rental. This as Defendants is making this bond structure and the for is basis Somehow, statements in the Bond Form and the Notice of Sale. way Municipal this recommendation never made its to the Finance Commission. Since law and the terms of the Lease and the 388 Mich 210 Opinion of the Court 7. Under 46.7 an MCLA unchartered county Wayne County may such as not "raise” any more than l/10th of 1 mill building purposes with- out a vote of Under the people. the rule of the Rude case, county has "raised” for building purposes obligations the total amount its under it has pledged Lease because unconditionally under pay sums due the Lease and this not "rent” nor is it "reasonable rent” under rule of Rude. 31, however, 8 of Section Act pur- ports to remove this transaction from the opera- tion of MCLA it 46.7 when states: "Any obligation rental or applicable consideration incorporating or contract, unit units under such shall not be rating incorpo- considered indebtedness of the meaning unit or units within the of any statu- tory or chartered debt limitation incorporating of such unit or units.”

Insofar as this of 8 of part Act except would § obligation unconditional rental of this unchar- county tered from the limitations conditions 46.7, MCLA is unconstitutional because there compliance was not with the reenactment republication requirements 4, of Const art require which would amendment repeal MCLA 46.7 in order to escape its limitations requirements. voting present Under Act 31 a "revenue bond” anof may

unchartered its taxing have power pledged pay payments "rental” beyond oper- millage áting allowed under the conditions in first paragraph of Const 6. No tax structured, bond of county, however contract, part Attorney the Lease is ordinance the bond if the preserve project General’s staff intended to the nature of revenue the power support obligation it would crucial be to delete all the rent by unlimited taxes. Wayne County Alan v Opinion of the Court As debt limitations. from tax free constitutional bonds, purport stadium bonds to do these revenue illegal. and are both Tiger a bond structure con-

9. Under a revenue of liquidat- must share proportionate tract bear its or the the stadium bonds ing bonded indebtedness Municipal the Finance be Com- approved can’t (It not be sale- probably moreover would mission. able.) situation, the valid- tax bond proper Under a would not affect the Tiger contract ity However, under Const validity of the bonds. for county may 18 the state or contract if it grant an unlawful of credit services without In and value in return. the first receives full fair instance, or Executive Branch Legislative fair value. The courts will is full and judges what has an unless there been respect judgment of judgment. abuse Although there is no absolute constitutional bonds, 33 of on revenue Act

right vote petition held if a filed requires that a vote be publica- days of of the electors within 10% a When the tion of Notice of Intent to Issue Bonds. notice, Legislature provided people has process entitled to due issuance of process a denial of due notice. The notice was published print fine in the classi- because it was part newspaper this is not reasona- fied and num- actually greatest calculated to reach the bly a The notice was also denial taxpayers. ber process deceptive inherently due because was misleading, misleading process is not due and and government public its officials process. statutory exercising duty a constitutional trust public position informing occupy fiduciary standard respect people with applied to them. should Mich op the Court underlying ques- The issues the Governor’s three fully tions have considered been arid answered Specifically: above. public purpose

1. relate The stadium bonds to a within the Constitution. Part VIII. However, the county support full cannot stadium bonds with its faith II, and credit under Acts and Parts III and IV. grant

2. The credit under Const 9, § art 18 would not arise a under true revenue situation, bond which the stadium bonds are not. existing invalidity With the and record of the reasons, and several other this Court did 9, § examine whether 18 was violated. The summary rule is in set forth above and in Part IX. adequate Michigan

3. There are standards in to law issue stadium bonds under Acts 31 and 94.

Part VIII. long complicated opinion

As is, and as this only begins scope to reflect the number and problems developed that have in the structure and practice municipal of our finance law since the adoption of the Constitution of 1963. Some of the problems brought pointedly light by the acci- dent of this stadium bond case could have been mitigated, avoided, or at least had there been a searching inquiry Municipal more in the Finance Commission and few far-between cases past. have arisen the courts in the philosophy There is should be dis- cases posed possible on decision the narrowest grounds only. philosophy part This is often the judicial good especially public policy, wisdom and finely legal an area honed distinctions. How- apparent ever, in the in the chaos confusion Wayne County Alan v Opinion op the Court municipal field of finance law unearthed in this case, such a view of our duty narrow would be a responsibility pusillanimous retreat from public great There here need policy. for the most and the comprehensive best directions possi- ble to give guidance administration and prac- imperative tice. Such directions reduce the litigation necessary amount of future establish a practical, reasonably understandable if not precise, within which those framework concerned can operate in the future. It is for this reason that issues, we a explored have number of each of dispositive which been equally would have case, but all of which necessary involve check points for for guidelines the future.

Despite our ruling consideration of and on a case, number of issues important in this we have nоt, nor in things have, the nature of could we template fashioned a diamond-cut-sharp to control all practice for and administration all time to come in labyrinthian legislation, this welter of where Municipal Finance Commission has been serve hopes unable either or purposes original its incorporators. Conse- quently, Legislature until bring can order out field, of chaos in this so vital to state and local finances and concerns the taxpayer, we declare equitable doors this one court of justice open are wide for direct actions by taxpayers injunctive protection against more levies "without limitation as to rate amount” whenever they plead prove are able to case United States irreparable confiscation or injury. Cold Storage Corp Assessors, v Detroit Board 349 v Wayne (1957); Mich Detroit Circuit 89 Judge, 127 Woodman v (1901); Mich 605 General, Auditor Marquette H (1883); Mich 28 388 Mich 210 Opinion by Black, J. & R Marquette, O Co v 35 Mich (1877); Palmer Rich, (1864). 12 Mich 414

Judgment costs, public affirmed. No question. Kavanagh T. Kavanagh, J., M. C. and T. G. Swainson, JJ., concurred Williams, with J. Adams, J., in the result. concurred Black, J. (concurring specially).

Exposed by searching questions Bench, from the the blandly deceptive employment by defendants of the equally deceptive building authority act of (MCLA seq.; et 123.951 et seq., MSA 5.301[1] as last 47), amended 1970 PA along with its referenced auxiliary, The Revenue Bond Act of (MCLA seq.; et 141.101 seq. et MSA 5.2731 last amended by PA 87), No’s 79 and has stirred the Court prompt unanimous affirmance of injunctive the judgment entered below. Our affirming judgment, reciting "opinion or opinions follow”, to was last, entered June 16 8 days after submission of that which became appeal an by force of the Court’s order of May assuming appellate jurisdiction.

The action being decided, thus finally the and defendants since having clamored in the press for "reasons” supporting entered, the decision I have decided to respond with immediately ensuing the separate presentation of an ground additional for which, affirmance view, in my by itself dictates nullification of the "revenue” bonds the defendant Stadium Authority has pursuant issued to its ordi- Wayne County Alan by J. Black, presentation will enter 2.1 Such

nances No’s gra- certain unilateral by accompanied record our abrupt an termination urgently proposing tuities impositions dollar upon sly multi-million of these we impositions such as find property taxpayers; pursuant reprehensi- to that here arranged neatly 6 of finance and as the known underplot ble 9). (Const 1963, art article taxation of have affirmed will course we injunction The of property and all levies permanently arrest have defendants un- confederate taxes which the injunction But that will not to dertaken authorize. legislation tricky veneered inhibit further or check meaning the of 6 of phrase the "within by Nothing short of constitution.” 9 of the article people, legislative submission to of immediate amendment”, "15-mill adjusted-to-date another more of such perpetration restrain will many of taxpayers, property amercements fleeced being steadily they whom realize is the The first was both ordinances same. The entitlement of first, second, amendatory adopted September was 1971. entitlement, published cap, adopted in full That March sufficiently introductive: THE AND TO PROVIDE FOR ACQUIRING "AN ORDINANCE STADIUM AUTHOR- BY THE WAYNE COUNTY CONSTRUCTING WAYNE; LEASE THE COUNTY OF ITY A STADIUM FOR TO OF AND SALE OF BONDS TO TO FOR THE ISSUANCE PROVIDE THEREOF; THE RETIRE- THE TO PROVIDE FOR DEFRAY MENT COST BONDS; AND TO PROVIDE FOR AND SECURITY OF SAID AND SAID SAID OTHER MATTERS RELATIVE TO PROJECT BONDS.” body includes, deep printed published in the fine No as Ordinance thereof, specific imposition property provision taxes: this agreed pay "By has to the terms of the Lease annually amount as is Rental for the said Stadium such Fixed necessary pay principal interest on these Bonds of and obligation pay equal standing said additional Bonds of annual County Wayne obligation general is a the said rental obligated levy ad valorem tax law to an which is authorized and county, property limitation as without on all taxable to within the said amount, pay provide necessary said annual funds rate anticipation of which Bonds issued.” rental in these 388 Mich Opinion by Black, J. shadowy advancement of manipulation resolu- tions, contracts, leases, "evidences of indebted- ness”, charters, ordinances, statutes, progressively cute amendments statutes and huge "revenue issues, bond” keyed all behind the scenes prop- erty taxation "without limitation as to rate or Yet, discovery amount”. of bilk usually comes rights too late and the bona fide purchasers intervene, these taxpayers have no remedy or recourse.

I concede that such uninvited offerings do not of prim dignity belong in a judicial opinion, and admit such as appear presently will have intruded appropriated. license Aside from all this, note is that my made endorsement of the yet unprepared opinion of the Court will proba- in all bility be added thereto. Twp,

Butcher Ile (1972) Grosse 387 Mich 42 fully disrobed 6 along with all related deceit "Address”, the "Preface” which last Butcher at considered 58-60. But we did not then realize the extent to which that section had already been employed exploit such deceit. Now we are faced property another kind of tax 6; fraud born attempted fraud by legislation in palpable if not fraudulent mandatory, violation of a plainly appli cable, long since familiar provision legislative however, article. This time there is a remedy; one which Judge Moody in circuit pro vided promptly time, and rightfully. And this over and above determination of the formally presented legal questions with all respect to which here I agree, experience no difficulty in applying —sua sponte to this equitable action —the mentioned (Const provision. constitutional 4): It reads "Sec. 24. No law shall object, embrace more than one ” * * * expressed which shall be in its title. 367 County Alan v by Black, J. first in appeared the Con- quoted provision

The 20) (art 4, again and 1850 in the stitution § 21). (art 5, When as 1908 here the § Constitution taxes, it has been always interre- inquiry concerns purpose in and with another section meaning lated (art article, 4, reading legislative presently the continues, 32), imposes, law which "Every distinctly state the tax.” That revives a tax shall writing Justice explicitly by was noted Campbell, Westinghausen People, for the Court Mich (1880): 265-267 section,2 does not seem to have

"This which been Convention, discussed at all in the Constitutional was an amendment evidently borrowed from to thе Consti- 1842, 1835, 1843, proposed in and tution of ratified in provided every creating which in substance law a specify object the for which State debt should money appropriated, to and be confined was to a single object, money and all raised under it should be law, applied specific object to the stated in the and to 1842, p 157; purpose. Sess. Laws Sess. Laws no other manifest, 1843, p prevent intent to Its Legislature being regard any from deceived to mea- taxes, furnishing levying money and from sure might ap- by objects some indirection be used for proved by Legislature.” us, named defendants tell dependably by shown record: ('the

"Wayne County Authority Authority’) Stadium incorporated by was action of the Board of Commission- ('the County Wayne County’) pursuant ers of the to Act, 31, Building Authority Act Acts of Public (Extra Session) (5.301(1) 5.301(15) Michigan, to tax, "Every imposes, continues, law which a shall or revives tax, object applied; distinctly state the and the to which it is to be it shall not be sufficient to refer to object.” other law to fix such tax or (Const 14.) 388 Mich Black, Opinion by J. MSA) 31’). ('Act Under Act 31 the and the ('the agreement a lease Authority Lease’), entered into Authority agreed acquire terms of which multi-purpose domed to the west related Stadium’) stadium be located immediately City Hall in the of Cobo of Detroit and a ('the

parking and the structure sites therefor County, and to lease the Stadium to the County agreed terms of which the further Authority lease the Stadium from the rental therefor to the pay Authority on a semi-annual basis beginning completion the estimated date of the Stadium, pay principal in sufficient to amounts of and Although obligation interest on the Bonds. County the of the pay to the rental to the Authority under the unconditional, Lease is absolute and it is intended that payments the and interest of rentals in the of principal amounts the upon paid the Bonds will they be as general become due from funds other than funds of the i) County, receipts including Stadium; from: of the use ii) charges an excise tax on made for accommodations by hotels County, by and motels authorized the Act 232, 1971, Michigan, No Public Acts to a maximum iii) per cent; Michigan and rate derived from amount of five State of revenues thoroughbred racing and harnéss in the $2,500,000 annually by 5, authorized Act No Michigan, appropriated Public Acts of to be to the County. Any excess derived from sources will these be guarantee used to establish for future rental only a rent fund to be used

payments required paid be by to the County receipts if current are insufficient therefor. Only if funds from all including available these sources guarantée the rent pay fund are to insufficient said due, rental as it any only becomes and then to the extent of insufficiency, County required such will the to expend including general therefor its funds such funds ad by purpose. as be raised valorem this taxes for writer.) (Emphasis by present "The Authority County oper- the and entered into an ('the ating agreement Operating Agreement’), which is option terminable at the Stadium as County, the of the under which Authority agreed operate maintain and

agent County. for the County Alan by Black, J. pursuant Act and in Authority, accord- "The Michigan, Acts Act Public as with ance MSA) ('Act (5.273 94’), by seq. ordinance et amended Authority Stadium Stadium issuance authorized Bonds ('the $126,000,000 amount of principal in the Bonds’) pledging of and for their anticipation pay- paid to be by the payments the rental ment the proceeds the Lease. to Authority under pay acquiring cost of Bonds are to be used and constructing thereto and and other costs the Stadium incidental financing of the Stadium.”

However, delightfully oblique except above, the defendants do italicized sentence acknowledge thus mention or is- fact Authority actual sued Stadium obliga- general of revenue bonds and combination necessary reached, bonds. conclusion tion That title up automatically for test of 24 rears building authority act as that act stood body its of 1970—when ordinance —with amendments 2 was March last. No ordained building authority In the act we must find —if interpretive there at all —constitutional well as power of the Stadium Authority to issue sell bonds, dually secured distinguishable they these always "self-liquidating have been from revenue us bonds”; general for before if valid are the bonds bonds, obligation dually they secured in that (a) designed by variously for commit- retirement ted, "returned”, "granted”, promised or or or "net (b), specific primarily pledged”, by revenues and credit of the defendant pledge faith pledge by obligatory with that backed countywide property taxation —"without limitation such revenues amount” —whenever rate or as to up turn short. There is in the building authority reason I power. no such For that act additional to have voted affirm. Mich Black, Opinion by J. Building Act, Authority

First: The by Tested for Authorization of Other than Revenue §24 Bondage. 47) is the

Arrayed below 1970-amended (by No building authority title of act: incorporation provide "An act to for the of authorities furnish, own, acquire, equip, improve, to enlarge, oper- buildings, parking ate and maintain automobile lots or structures, facilities, stadiums, recreational and the therefor, together necessary site or sites with appurte- properties necessary nant and facilities or convenient thereof, for the use for the effective use or benefit of any county or use any for the or benefit of county and any city any city, village school district and or use of therein, village or or for the use or benefit of township

or or for the use any of any city, village township or wholly partially boundaries, within the district’s or for the any any intermediate school district and constitu- city, village ent school district or township, or partially wholly or within the intermediate school dis- boundaries; provide trict’s thority compensation to for of au- commissioners; permit to of property transfers authorities; to contracts, to authorize the execution of pertaining authority leases and subleases to property thereof; provide and the use for the issuance of authorities; revenue bonds such to validate action issued; taken and provide powers, and to other rights including (Emphasis units, incorporating duties authorities and disposal those for the authority property.” writer.) present Prior buttressing review of 24’s authorities reader this title will note that there is no therein, any intimation more than has been there the title the act since enactment thereof 1948, of any power pledge "full faith and cred- it”, power levy property taxes purpose of retiring or of "reve- securing payment nue bonds” issued always and sold thereunder. As Wayne Alan v by Black, J. gives title notice of only

before, amended issuance of revenue "for provide intent It, title, authority such by [authorities].” preclusive, within restrictive respect in that is Chipman, v 59 Mich Callaghan quoted presently (1886). Tawas, 385 Mich 151 East vMaki In recent 109, both Courts App Mich (1971), affirming 18 forth in the rules set reapplied redeclared Control for Vocational Board of State MacLean v (1940), includ- Education, 294 Mich particularly of Water Com- Blades v Board cited ing regularly (1899). Detroit, Blades 122 Mich 366 missioners of The title of instantly analogous. factually or inti- give did not there considered the statute "fair notice” of required constitutionally mate that imposition, statute 9 of by lengthy assessed, "to be 373-375), taxes property (pp taxes.” city as other levied, the same and collected the Court was summed by conclusion reached 378): (p question up by pointed this bill, in the as introduced to this "Would the title Detroit, be taxpayer of by read legislature, when supporting the water- system notice to him that changed from that of water-rates works was to be that of taxation?” Would is due here. interrogatory

The same above, read when quoted title 1970-amended him that notice to County, be taxpayer retiring revenue system understood the well (if thereby it was indeed changed to be bonds was from derived one of revenues changed) needed supported whenever project resolved limita- taxation, large "without levied at property to rate or amount”? tion as Secretary Vernor many years For now 210 388 Mich Opinion by Black, J. State, (1914) has regarded Mich 157 been as a leading Michigan authority counsel should consult guidance testing sufficiency for the of the title legislation of brought scrutiny. opinion gathers care and reviews with all of the authori- time, ties to its handed down and presents these answers to ever be a what will recurrent constitu- 160-161): tional question (pp "What is the test? constitutional We think it is that a act, object title must the embrace of the body and the of the act must not be inconsistent with the title. The pertinent questions should be: Does the title of the act fairly purpose legislation? the of the indicate Is the title a fair index of the act? Does the title of fairly the act public legislators inform the a whole?” purposes, and the of its as (42 1122) Hydorn, "In Brooks v 76 Mich NW [1889], court, speaking Justice for this said: Morse, " purpose direction, 'This of the constitutional which disregarded act, has been the bill —its in this is that the intent of object be clearly by shown its title —shall benefit, for only the legisla- the members of the it, upon ture who are to vote but also for the benefit of legislature, interested, the State the outside of who be, right legislation, have in all whether the ” general special.’ same be Judged by these rules the title building of the act authority always has restricted the issuance of bonds, every by any authority ther- appointed eunder, to what are legally identifiable and com- monly known as revenue bonds. So did the title the Revenue Bond Act from the time its enact- ment in 1933 to the time its amend- express ment, 87), (by No provide pledge "for a by public corporations of full faith their and credit for payment of the bonds”. But here 1970- building 11 of authority amended act restricts, still financing as it has since Alan Black, J. to that of authority issu- appointed

power bonds”, revenue such "self-liquidating ance autho- presently theretofore only, Act. the Revenue Bond rized this better do know than possibly No one could counsel these bond eminent nationally defendants, offices of whom overlook respective of Detroit’s Griswold Street canyon financial public corpora- of our bond issues great all where They surely must recall in review. pass must tions writer, emergent so than vividly, more the for gave rise to need 1933 that early events of issuing public, projects by of financing exclusive bonds, revenue paya- selling "self-liquidating and from the revenues derived solely from ble (from of 1933 the title project” of such operation 117-118). people just had initiated 94, pp PA (Const amendment” the "15 mill adopted and 21) 10, way no other 1908, there was and Besides, or any legislator projects. such finance much as hinted days so who in those local officer politically. was doomed property taxation at more sum, nailed down In of has the act understanding professional well as as public revenue meaning "self-liquidating and purpose expression defines exclusively precise That bonds”. authority may appointed an kind of bonds what us today. Now let 11 as it reads issue under § (PA section portion the critical examine 135): 1970 at improving and acquiring, purpose 11. For the "Sec. building buildings, automobile any or

enlarging such facilities, structures, stadi- recreational parking lots therefor, together ums, necessary site or sites and the necessary or appurtenant properties facilities with thereof, furnishing convenient the effective use same, authority may self- issue equipping with and sub- liquidating revenue accordance bonds Mich Opinion by Black, J. ject provisions to the of Act No. 94 of the Public Acts of 1933, amended, being sections 141.101 to 141.139 of Compiled except Laws bonds be either or term or any serial bonds combination thereof, as shall determined authority. Such payable solely bonds shall be from the revenues of such property, which revenues shall be deemed to include payments any made under lease or other contract for property. the use of such Where and to the extent that payable the bonds are from revenues derived from payments pursuant to be made lease or other obligations, contract the bonds shall be deemed to be anticipation issued in obligations anticipation obligations of contract and such obligations shall be deemed be contract issued, of which bonds are within the meaning of section 6 of article 9 of the constitution. No such bonds shall be issued unless the property whose pledged revenues are has been leased authority periоd extending beyond for a bonds. the last maturity of the purpose For the of section 33 of Act No 94 of the Public deemed to coincide with the unit, Acts the limits authority shall be incorporating

limits of the joint or in the authority organized case of under section with a combined county, the limits of the or in the case of joint authority 2a, organized under section with the incorporating limits of the (Emphasis units.” supplied.) If anything in this welter of words is construable as empowering appointed an authority to issue bonds”, bonds other than "self-liquidating revenue such as bonds secured in part by whole or in taxation, property that construction must fall be- stands; fore the title of the being Act as it 24§ supremely controlling. are, they

Decisive as foregoing the considera- tions do touch or apply another and less delicate purpose 24; of that preventing fraud § legislative in the process. Compare the 1969 the Revenue body amendments of the title and 87) 200), (by the 1967 No (by Bond Act No with 375 Alan Black, J. 47) 96) (by (by 1970 No and amendments No building authority body of the act. title the and array statutorily with the in all Then examine required publication intent to issue the of notice specific question. repre- in now was declared intent "to notice of that sentation Authority, Bonds of the Revenue issue and sell pursuant Michigan, 94, Public Acts of Act Michigan, Acts of amended, Act Public as and * * * (First Session), amended, .”3 Extra documentary statutory and record of In this representational employment visibly of "revenue "self-liquidating bonds”, revenue there and bonds” persuasive kind of fraud is evidence designed prevent. one No here should was saying from so. shrink By Act. 1969 PA Bond the

Take the Revenue radically, body title and of that act were amended year for the first time the 36 so as authorize financing choice, the life of statute a available "public corporation”, the between (a) self-liquidating and sale of reve- issuance or, nue bonds as before

(b) supported and of bonds the issuance sale part by payment”, primarily pledged to such "net revenues part by pursu- property

and taxation 7(2) act. ant to new framing It is of these the fact building authority amendments of the act persuasively now, if not should concern us promoters, conclusively inferable that lobbyers drafters, thereof introducers push- they knew all about —if indeed were not year-before pledge tax ers thereof —the Hence, if it Act. of the Revenue Bond amendments forthcoming opinion publication with touch this The Court’s will detail. 376 Mich by Black, J.

was desired that bonds issued by sold Stadium have the same Authority sup- taxational 7(2) of as port Revenue Bond Act § provided, why 1970—was the title of the build- —in ing authority intact, act pertinently left thus con- tinuing representation since-1948 legislators public that all by bonds issued "such authori- ties” would be "revenue bonds”? I can only con- that, clude with the title of the building authority proposed act for amendment as was the title of the before, Act the year Revenue Bond the risk of 24§ bill, by arrest of the 1970 alerted legislators, must have been greater deemed than the more doubtful and more judgment distant risk a of invalidity under and that the deft draft of these 1970 designed amendments was a conceal purpose that circuitously worded would authorize the issuance "such authorities” "revenue bonds” taxation, supported by large at and as needed over long period years; all "without limitation toas rate within "meaning amount” of section 6 of article 9 of the constitution.” fraud;

Such constitutionally banned the kind Callaghan oft cited Chipman, supra, v has warned 614-616): against years (pp for 86 " principal questions 'The in each case will therefore title; and, so, be whether the act is broader than the if objects then whether other in the act are so inti mately connected with the one indicated the title portion relating that rejected, of the act to them cannot be complete leave and sensible enactment Monroe, capable being which is executed.’ Chiles (Ky) [1862]; 148, 149; Cooley, Metc Const Lim Lapsley, Weaver v Briggs, People v [1869]; 43 Ala 224 [1872], hand, 50 NY 566 Legisla On the other 'as the may they ture make title to an act restrictive as please, it is they obvious that so frame sometimes At,an 377 v Black, Opinion J. being in the included many matters preclude as to it em- propriety, have been entire might, with act which the matters indicated with enactment in one braced because the now be excluded must title, but which the unnecessarily restrictive. The made has been title They scope of the title. the enlarge cannot courts power. The constitution has dispensing no with vested legislative intent as to to the index the the title made say that It is no answer operation. shall have what comprehensive, if more made might have been title make it so.’ not seen fit to have Legislature fact the in 148, 149; Utley, 16 Mich Ryerson Lim Cooley, Const O’Brien, 193 38 NY People v [1868]; [1868]. provi- constitutional purpose of the object "The and by Mr. Justice is stated under consideration sion now Mahaney, 13 Mich 481 People v case of in the Cooley, referring practice which to a After [1865], follows: as subjects together into one bill bringing of prevailed had nature, corrup- saying that was in their diverse State, he adds: and the legislature to the tive both " however, so, another than scarcely more 'It was by the constitu- remedied intended to be also practice, tional ment, which, manage- through dexterous provision, by of which titles in bills were inserted claims through intimation, passage secured and their gave no generally members were legislative whose bodies * * * The framers effect. intention and of their aware legislation of put an end to meant to constitution of the to, little less which was referred vicious character require that public, and to upon the than a fraud upon its stand measure should proposed every case fairly merits, legislature should be own upon it.’ pass design required to when notified of its object and of the have been taken views "The same [Citing author- provision in other states. purposes of Highways, 53 Barb including People of v Com’rs ities (1869).] Barb, 'An the act was the title of the case of "In Palatine, Mont- road in the town regulate a act to gomery county.’ to authorize the act was object specified of a highways the commissioners and direct town to reduce rods, to road, of four the width then of says: Judge Potter In that case three rods. the width of 388 Mich by Black, J. abuses, 'Legislative disregard private property, standing reproach have become the day. Impor- of the public tant upon encroachments rights, individual impunity consequence, and with bold are smuggled through legislature by bearing acts most deceitful mysterious titles, ingeniously or and so devised as to inquiry, off suspicion ward parties all or entirely to mislead object act, if, interested as to the per- of the chance, they read its should ever title. Such considera- evil, existing tions these in to this relation so fre- quently brought knowledge courts, to the imperi- us, ously upon presents call itself, when the occasion jealous scrutiny, look with constitution, subordination to which all statutes are subject, shall upon, provisions not be nor encroached its contravened by legislative action.’ And the court made short work of being the act then body considered. He said: 'The of the expresses disguises title object; bill its and conceals upon public; it. It is a fraud a upon is fraud regulate, constitution. The words employed in the title, deceptive. subject honestly is not fairly title, expressed in the carefully but avoided. The act fraud, was fraud.’ designed conceived in and its title in ” (All Court.) emphasis by Second: An Urgent Remedy for the Deceptive

Inclusion in the Finance and Taxation Article of that presently which is headed on "limits ad valorem taxes”.

I take it that Butcher case few of the readers and of our instant opinions will deny critical protection need for against statewide unrestrained taxation, property especially all such as be levied "without limitation rate or amount”. Nor any would such apt reader deny complementary need for restoration that consti- provision tutional which for many years carefully limited "taxes against assessed for all property purposes” excepting only as voted otherwise affected, electors such as obtained from after Alan Black, Opinion by J. "15-mill adoption of the amend- initiation pivotal me recall words of 1932. Let in ment” amendment, leaving out the two presently thereof: provisos impertinent amount of taxes total assessed 21. The "Section. purposes year one all shall against property for cent, per one-half assessed not exceed one and valuation of said except property, taxes levied for the principal obligations on hereto- payment of interest incurred, separately shall be sums assessed fore in all which * * * ,”4 cases: fully was not realized until The need mentioned the Butcher case was submitted and resubmitted March last. Now an un- in 1971 and decided issues, secured whole or checked flood of bond more, taxation, property and more flows part by incredibly Municipal an careless steadily through great on to a multitude Finance Commission and liens. The property tax of foreclosable situation legislative submission this urgent, and calls for corresponding amendment with year of another percent” "50 adjusted only to the new 3 of of true cash value which proportion legislative To that draftsmen imposes. article might Supreme a footnote memo to the well add Court, inform the Jus- people which the could as- that the words "total amount taxes tices purposes one against property sessed for all and that year” exactly says means what thereof takes in all kinds of sin scope restrictive taxes, taxes, taxes, per- use privilege and abuse taxes, assessments, general assess- special sonal excises, ments, duties, imports whenever same imposed upon against property and levied quotation appears opinion the amend The full in the first where Pontiac, review; City brought ment was 262 Pontiac School District (1933). Mich 388 Mich Black, Opinion by J. which, if not paid, become a lien thereon may loss foreclosed resultant of the delinquent with taxpayer’s property. days a past

Within the few reason further for protectively submission such á clear amendment has surfaced. With the so-called MEA amendment go now and due initiated before the people this year, and with inclusion that proposed amendment of the same "without limitation as to rate or which in Butcher we language amount” considered, apt the electors are rightfully to be both wary being of what chary is widely represented tax as relief’ "property or "property short, tax In people having reform”. been deceived before 6 and its submission are less likely approve an amendment that again tastes of property taxation "without limitation as to rate amount”, at they least until prece- have been assured, dently amendment, as they are to have overall elective control over all property taxation. That assurance will have to be provided, if I read aright the understandable suspi- cions of property taxpayers, before as they electors will an approve amendment containing much the same language appears as now in para- the second graph of 6 finance and taxation article.

By way of conclusion it not be amiss to add a wholesome word politics. Legislature about today, Court, like Supreme this could stand a bit great more of that desiderate which spells trust and respect of the sent people legislative who us to and judicial duty. So Legislature far concerned I can nothing might think of so quickly bring great tend its membership cheers, state, from all over the than submitted opportunity of restoration local control elective over property taxation. Wayne County Alan Dissenting Opinion by Brennan, T. E. J. 1972).

SUPPLEMENT (August (ante A copy opinion, of the Court’s as it stands 233), August was delivered to me opinion, That manifestly product assiduous painstak- ing prevent endeavor more like errors of elected officers, and appointed municipal is replete with value of great significance in and for the area of municipal finance and relation of applied con- statutory provisions stitutional to that area. does, however, opinion The include certain com- mitments in my which respectfully submitted judg- ment are requisite and, also, to decision susceptible to brand of dicta. prudence

Of years, learned over the I am not prepared to endorse opinion Court’s in its I entirety. therefore record that which appears below in the same cautionary mood one finds in Justice I, Cardozo’s introduction of Lecture deliv- in ered 1921.5

I concur with and endorse the outline and state- ment of facts appearing in opinion the Court’s (ante 236-244); (ante I, II, also with Divisions III 238-253), (ante and with X and "B.” of XI 330- 356). agree .1 tentatively but not fully with the and, remainder of the opinion course, concur with the judgment Court, of the affirming the circuit judgment. court’s

T. E. J. (dissenting). gist The Brennan, good mystery judges, "I own that it is a deal of a to me how of all persons world, put experi should their faith dicta. A brief enough ence on the bench was to me all sorts of cracks reveal loopholes my opinions picked up crevices and own when a few delivery, persuasion months after and reread with due contrition. infallibility myth easy stages one’s own is a leads and with greater infallibility somewhat others. recognize satisfaction to a refusal ascribe such, always But dicta are not ticketed as and one does not always glance.” (Quoted them at a from the Selected Writ ings Benjamin Cardozo, p 116; Co., Nathan Fallon Law Book New 1947). York, 388 Mich Dissenting Opinion T. E. Brennan, J. opinion is that the stadium majority bonds are invalid they because are ’’true” revenue bonds.

They bonds, are not "true” revenue say the are, majority, they in reality, bonds”, because "tax by backed the full faith and credit of the County of Wayne. bonds”,

They are "tax the reasoning goes, be- agreed cause the has county to lease the stadium; pledged has full its faith and credit for the pay- rent; ment of the and the amount of the rent is equal obligation to the on the bonds.

This, course, precisely was the argument in Walinske v Detroit-Wayne Joint plaintiff Building (1949): Authority, 574-575, Mich

"Plaintiff contends that a vote of the electorate is Constitution, required by the the State statutes and the city charter of the of Detroit to proposed authorize the construction and issuance of bonds. He claims that the city county by entering and binding into a lease them long years for a large pay term of to sufficiently a rental pay operational

to contemplated cost of the building, the interest on the revenue bonds as it be- due, principal comes and also the of the bonds as it period lease, becomes due over the and the fact the lease and the bonds are to be for the same term and when the authority bonds are retired the convey building must in city to the county, and the is pay effect a contract to building. the cost of the He further the the proposed claims that the by bonds to be issued

authority are in fact full faith and credit bonds of city county and subject and to their bond debt limitations. He admits that the bonds are to be issued authority, and city county that the and do not pledge their credit pay .principal to interest directly, pay and they but that do indirectly by agreeing so authority

rent to the pay sufficient to such interest principal long period over years. a He further circumventing claims that the law and this illegal is an method of provisions, city constitutional Alan Brennan, Dissenting Opinion T. E. J. attempting do indirectly they what could directly.” not do If of full county’s pledge faith and credit these pay rent converts into "tax bonds”, fact, if the controlling is then it is any public building difficult to see how can be (1948 building financed under the act authority PA 31) objection. without the same

But, reply, Brethren there my difference and a between a courthouse stadium. Of course there is a difference. building

But if authority bonds for courthouse rented the county are valid and building au- thority bonds for a stadium rented the county invalid, are then the difference between a court- house and a stadium must be the salient fact, distinguishing which causes the difference in the bonds.

If county’s agreement the rent pay converts bonds, these stadium into tax bonds and the coun- ty’s agreement to pay rent does not convert court- jail bonds, house or into tax then is obvious the controlling element is not the fact rent, but payment purpose or reason for which the rent is paid. course,

Here of the majority opinion runs head- long plain into the language of the statute. Stadi- ums listed along with other public buildings. Stadiums are specifically proper declared public purposes.

Indeed, inescapable conclusion is Legislature PAby amended PA 31 of precise with the transaction us upper- before most in their minds.

"Sec. 8. any The authority incorporating unit or units power shall have to enter into contract or 388 Mich Brennan, Opinion by Dissenting T. E. J. acquire whereby authority contracts will property contemplated the terms of this act and by lease the incorporating period unit or same to the to exceed contract for such use shall be authority its applicable units for a years. specified consideration The in such subject by to increase provide necessary if in order to funds to meet obligations. obligation Any rental or consideration incorporating unit or to the units under such contract, shall not be considered as indebtedness of the incorporating statutory ing meaning unit or units within the any incorporat-

or debt limitation of such charter authority unit or units. With the consent of the securedany contained in the contract or otherwise incorporating leased, or units to which property unit property part

may any sublease the or thereof to any persons, corporations 1 or more firms or may or property any part contract for the use of the or thereof persons, corporations, 1 or more £rms or where legitimate the sublease or contract beneñts and serves a public purpose Any of the sublessor. sublease or con- period tract years extend not to exceed 50 grant meaning and is not a any statutory any by any authority or within franchise of of provision. acquisition or charter appurtenant properties stadium with and facilities contracting and the for the lease units, by any incorporating thereof unit for the purpose providing sports, facilities for recreational events, and other activities and with or without admis- charges, furnishing enjoy- sion ment ment facilities for use or public sports and to induce and entertain-

organizations, professional, whether amateur or games, per- utilize the facilities for contests and other formances and attractions and thus to increase business activity employment, constitutes a benefit to and legitimate public purpose authority of the and the incorporating any unit or units. Where stadium with appurtenant properties authority acquired and facilities is an units, any incorporating and leased to unit or subleasing to, contracting the thereof the use thereof or the by, any sports, organi- entertainment or similar any any professional zation or sports owner of a franchise association, league or athletic or in consideration and, agreement organization of the of the if owner Wayne County Alan Brennan, Dissenting Opinion by T. E. J. hold, league or association necessary, conduct or games, performances contests and other produce stadium, with or attractions in such without admission charges, legitimate to and a public constitutes benefit ” purpose incorporating (Emphasis of such unit or units. added.) 5.301(8). 123.958; MCLA MSA enough, majority

Oddly have not found the 1970 amendment a violation of the constitutional prohibition against the loan of state credit. Const, contrary, majority

Quite the has concluded acquisition operation that the of a stadium proper public purpose. is a obligation county’s If the rent is not the crucial per fact, and if the construction of a stadium is not fact, se the crucial is? what way, Put another if some stadium bonds are valid and invalid, some stadium bonds are where is line to be drawn? Colleagues my reply,

Now "there are stadiums and there are stadiums.” Of course there is a difference. All stadiums are not alike. they distinguished point

But are to be of law or on the basis of their size? Their cost? Their shape playing location? The field or the sports played intended to be there?

Clearly such considerations are irrelevant. majority holds that stadium bonds issued solely Act, under the Revenue Bond without incorporation building authority, of a or the inter- incorporating vention of a leasehold interest in the private unit, case, would be valid. In such a pay user would rent sufficient to meet the entire obligation. bonded suggested, bonds,

Such would be "true” revenue bonds. question

But the remains whether kind of a Mich Brennan, Dissenting Opinion T. E. J. building authority under the stadium can be built (Act 31). act question remains whether in the absence of profit anticipated operation from sufficient county guarantee stadium, itself can

revenue which will underlie the issuance of the bonds. county get short,

In can the itself into the stadium business? existing

Could the rent an stadium for place purpose providing a for its citizens to compete in various athletic contests and to attend games, present and such pageants, or to attend various gener- conventions,

celebrations public ally many to accommodate functions of general citizenry? to the interest and concern my view,

In own answer obvious. Stadi- among ums and Colosseums are the most ancient municipal structures. Surely many publicly there are owned stadiums already operating and athletic arenas Michigan. built and colleges State owned and universities have state-owned stadiums. Public schools have gymnasiums. football fields and baseball fields and The State Fair has both indoor and outdoor are- County grand- nas. fairs race tracks and have parks every stands. Public athletic have fields of description dugouts, benches, seats, chairs, press turnstyles, boxes, rooms, scoreboards, locker lights every accoutrement. conceivable Prisons have stadiums. publicly grandstands

If all owned in Michi- gan capacity time, were filled to at the same there hardly anyone standing up would be from Monroe Manistique. pressing It be that there are more demands Alan Brennan, Dissenting T. E. J. than purse renting a stadium in upon county’s downtown Detroit. considerations, policy

But the this is a whatever pronounce for this Court to indeed very late date legally and that the constitution- county one. undertake to rent ally taxpayers The that the feeling abides used; that their being payments are rental magnificent go acquiring will to a riverfront sta- over, then be turned for an dium which will inade- Club, to the Detroit Baseball quate consideration Fetzer, Inc.; E. aspect Division of John this prompt the transaction is so unconscionable as to below, Court, this to the court and hold the entire invalid, though the legal theory issue even bond technically the unassailable. bond issue proposed the sublease Some sections of to the especially disconcerting. Detroit Baseball Club are 40,000 square It feet of office contemplates sublessee, to the within the space provided will be It to the De- facility. grants monopoly stadium a professional troit Club in the area of Baseball "semi-professional” permits It baseball. Base- practice ball Club to use the stadium sessions used, being pro- whenever it is not otherwise using hibits the or the from county Authority stadium at all notice to except upon days seven the sublessee. arrangements hardly

Such consistent with publicly of a non-discriminatory conduct operated owned and facility. general corporate

The of the baseball offices team which no more plays the stadium have general call to be housed in the than the stadium corporate offices of the meat firm which packing supplies dogs broadcasting company the hot or the games. televises the which Mich Dissenting Opinion Brennan, T. E. J. is a lawful occupation, Professional baseball league major even at level is not so affected public ‍‌‌‌​​​‌‌​‌‌​‌​‌‌‌​​‌‌‌‌‌‌‌‌‌‌​​‌‌​​​​​​​​‌‌​‌​​​‍with the as to be interest classified as a public utility. has no right more issue a baseball franchise a domed stadium than it a grant has to monopoly any user of a public can facility. public Neither facility be for a user single "reserved” without the payment of the same consideration as other user would required possession pay for prem- ises during period a comparable of time.

But these and other considerations go which sublease, validity are not presently before us.

They should be considered in proper proceed- ing to which Detroit Baseball Club has been made a party. view,

In my the sublease neither adds to nor from legal posture detracts of the proposed bond issue.

I would reverse and remand.

Case Details

Case Name: Alan v. Wayne County

Court Name: Michigan Supreme Court

Date Published: Aug 30, 1972

Citation: 200 N.W.2d 628

Docket Number: 10 June Term 1972, Docket No. 54,136

Court Abbreviation: Mich.