*4 EAGEN, J., O’BRIEN, Before ROBERTS, C. POM- EROY, NIX, LARSEN, MANDERINO and JJ.

OPINION OF THE COURT EAGEN, Chief Justice.

In this action in filed in the assumpsit Commonwealth Court Commonwealth of Pennsylvania, Department Welfare, the of Public Commonwealth sought from recovery and its Commissioners for fifty per cent of the costs of the Federal administering Food Stamp Program in that county during period July to March 1976. The court below sustained defendants’ preliminary objection in the nature of a demurrer and dismissed the complaint. This plaintiff’s appeal followed.

The of the case is as background follows: In August, Congress enacted the Food Stamp Program which provided optional participation states and their political subdi- December, 1965, visions.1 In the Pennsylvania General As- sembly responded by enacting which, three statutes taken for statewide together, provided implementation of the pro- on a gram basis.2 Each of these voluntary laws permitted 1. See The Food Act of Act of P.L. seq. Stat. U.S.C.A. et 977,'§ 2. Act of (applicable December P.L. any county any city class); of the first class and of the first

235 resolution, and Stamp Program by Food of the adoption costs to be of administrative percentage established to the adminis- counties and paid by participating assumed Department the Commonwealth’s agency, state tering 1967, November, acting In (Department). Welfare Public County Code3 of the Pennsylvania to Section pursuant coun- class through eighth third by participation permitting of the County, of Adams the Commissioners ties,4 subse- By resolution. class,5adopted program by sixth 1968, withdrew County Adams in February, resolution quent was implementation before program participation its begun. enacted Section June, 1967, Assembly General Section Public Welfare Code.6 Pennsylvania

of the the share of computing 1991’smethod of re-enacted Section “each coun- Department owed to the costs administrative Although [Emphasis first class.” of the ty added.] to voluntary adoption no reference 471 made subdivisions, provided by as was by political 1991.7 1991, repeal did it explicitly neither Program Food Stamp Implementation 1, time responsibility March 1972. At that on began costs was voluntari- of administrative share county’s of Community Council the Adams assumed ly 1973, Food Act 10, the Federal August On Affairs. 30, 1974,to each “State amended, require effective June 978, 359, 2, 1, 1965, (applicable 5198.1 § No. 16 P.S. § December P.L. 1965, 1, 978, class); P.L. Act of December to counties of the second 2, through eighth 358, (applicable class to third 16 P.S. § No. § counties). 2, supra. See n. 3. 1955, 323, 102, 9, August § P.L. 16 P.S. §

4. See 323, 210, amended, 9, 1955, September P.L. § See Act of 458, 107, 1, P.S. 210. § No. § P.L. 471, 4, 62 P.S. 471. § No. art. of June P.L. 6. Act P.L. No. art. 7. But see Act June repeal they general provides of all acts insofar as with Act No. 21. are inconsistent to submit “a plan operation agency”8 specifying manner which such State agency intends to conduct the subdivision in the . program every political State . .”9 *6 County On the Adams Council July of Community Affairs terminated its funding share of county’s the Nevertheless, administrative costs. Department contin- ued food distributing stamps Adams and billed the County of for cent the administrative county fifty per expenses for 1, each in the from quarter period July 1974, 31, to March 1976,when the liability participating counties was termi- action, the By nated.10 this to Department seeks recover half of the costs of the Food administering Stamp Program $13,300. during period, approximately The Department recovery claims on (1) two bases: under County’s statutory liability 471, and § (2) its on a liability quasi-contract theory unjust enrichment. Commonwealth Court sustained a preliminary to the objection on both plaintiff’s complaint grounds. We have that a cause of concluded action was stated under 62 471, and the Court P.S. Commonwealth erred in dismissing § complaint. the Department’s The Federal Food Act of 1964 Stamp provided for optional and States their participation by political subdivisions Program. Federal Food The 1964 Act contained the following language:

“(e) The State of each agency desiring partici- State pate stamp program food shall submit for approval a the manner plan operation specifying in which such State, will be conducted within the political subdivisions within the State in which the State desires to and program, conduct the effective dates of participa- agency” Pennsylvania applicable Department 8. The “State is the Welfare, appellant generally, 591, of Public herein. See 71 P.S. § et 401, seq. seq. et P.S. § 3, 247, Public Act of Law 87 Stat. 2019(e). U.S.C.A. 93, 1, amending 10. See Act of June P.L. No. P.L. P.S. June No. art. each political tion such subdivision.” [Emphasis add- 2019(e) 7 U.S.C.A. § ed.] the Pennsylvania General Assembly enacted three statutes which

separate permitted counties of the first through eighth classes to adopt Food Stamp Program by resolution. The statute applicable to Adams of the sixth class county was Section 1991 of the Pennsylva- nia Code states as follows:

“The board of commissioners of any county which this resolution applies may by act adopt the food stamp pro- gram. Upon adoption program shall county appropriate money and shall pay, from quarterly county funds, the amounts certified to the being the obligations Department Public Welfare for thirty cent of the amount per expended department *7 administration of the food for stamp program the county the during 1965-66, fiscal for year cent of forty per the amount expended during the fiscal year 1966-67 and for cent of fifty per the amount expended the during fiscal 1967-68 and thereafter.” year [Emphasis 16 P.S. added.] 1991 §

In the General enacted a Assembly comprehensive scheme of statutory public assistance known as the Public Welfare Code and consolidate, entitled “An Act to editorially revise, and codify public welfare laws of the Common- 11 wealth.” Section 471 of the Act provides:

“To compute for each quarter the amount of Common- wealth funds expended department the admin- istration of the food each or stamp program county of the first class. For city 1965-66, the fiscal year thirty cent; for the per 1966-67, cent; fiscal year forty per and, thereafter, for the fiscal and year fifty per cent of the amount so expended for each or county of the city first class shall be it, certified to and shall become its obligation paid be to the department.” [Emphasis P.S. § added.] P.L,

11. Act of June No. art. 101. may The title of a statute be considered in the construction thereof. See 1 Pa.C.S.A. asserts that Section 471 superseded The Commonwealth the basis for provides and Section Section argues, It while Section statutory liability. Adams County’s a share of administrative costs by requires payment voluntarily adopted program, which have Sec- counties language indicating county partici- 471 contains no tion and, face, participation on its and optional requires pation of administrative costs by every county reimbursement sustaining preliminary objection the Commonwealth. demurrer, the the nature of a Commonwealth Court held 471 did not 1991 and impliedly repeal that Section Section face, enacted, that, originally “on its Section class; and cities of the first a local limited to counties to which Adams does not County government .classification Thus, concluded, the court belong.” [Emphasis added.] for administrative of the Food obligation expenses county’s during July to March Stamp Program period Code, 1991 governed by was still withdrawn from the and, had since not under 1991 resolution, obligated it was We are Department. compelled disagree reimburse Court’s of Section interpretation with Commonwealth Court determined the phrase The Commonwealth viz., “each contained Section 471— and, thus, “clear and free from all ambiguity” first class” is statute are not to disregarded the words of the be intent.12 We cannot ascertaining legislative agree that the *8 “each or of the first class” county city unambiguously phrase cities of the first refers to counties and class. The only read to mean “each of county regardless can also be phrase each of the first class.” the words of city its class and Since are not “clear and free from all ambiguity,” the statute must be intention of the General ascertained Assembly13 1972, 1921(b). Statutory Construction Act of 1 Pa.C.S.A. § 12. See 1921(a) 13. See 1 Pa.C.S.A. which states ascertainment § Assembly object statutory is the of intention of the General all construction.

239 factors, considering including other of a consequences interpretation.14 particular

If the troublesome “each phrase county city first construed, Court, class” is as it was the Commonwealth to mean counties of the first class and cities of the only first class, then Section 471 refers exclusively Philadelphia, is the of the first class as only county which well as the only in of the first class the Commonwealth of city Pennsylva- Furthermore, it nia.15 that the General unlikely Assembly 2544, intended 471 to 62 replace only Section P.S. and not § 1991 16 P.S. and 16 P.S. 5198.1. § § in determining whether the

Finally, General As intended 471 to be sembly applicable Section to every county class, Commonwealth or to counties of the first only we note that 471 was amended in Section 1976 to terminate of liability and . . . each “every county, first class” for their share of statutory the administrative Program.16 costs the Food It is clear that the law applies regardless of class and every county sought to clarify prior ambiguous language of Section The General Assembly, terminating liability every 471, must county by amending Section have considered that was liable under every county Section 471 to the prior Furthermore, amendment. the new language Section reiterates the intent of the clearly prior impose liability for the on period question every county. Thus, conclude we 471 was applicable to every in the Food participated Stamp Program.

We conclude 471, further that Section as originally enacted, participation mandated the Food Stamp Program 1921(c). 14. See 1 Pa.C.S.A. § 1955, 9, 323, 210, August 210, See Act of P.L. 16 P.S. § § amended, 20, 1967, 470, 223, 9, September October P.L. No. 1 and § 1971, 458, 107, 1, (Supp. 1978-79); P.L. No. 62 P.S. § § 31, 1971, 1, 101; Manual, No. 53 P.S. § § Pa. Local Government. amended,

16. Act of June P.L. No. art. (Supp.1978-79). June P.L. No. *9 and thus by every county superseded Section 1991 to the extent provided Section 1991 for voluntary participa- tion counties.

Section 1991 and be may considered pari materia inasmuch as relate they to the same subject viz., the obligation of certain counties receiving matter — federal food for a stamps share of administrative costs. As such, should be they construed if together, possible, as one statute. 1932(a) See Pa.C.S.A. (b). However, where, case, as in this provisions of statutes enacted by different irreconcilable, General Assemblies are the statute latest in date shall prevail. See Pa.C.S.A. 1936. Fur thermore, where a general provision of a statute is in conflict special with a provision another statute and the are provisions irreconcilable, two the general provision shall if it was prevail enacted later and the General Assembly intended that such general shall provision prevail. See 1 Here, Pa.C.S.A. enacted two years after Section a essentially re-enactment of Section 1991 except 1991 pertains only counties of the third through eighth classes and is contingent upon those voluntary adoption by counties. The more general provisions Section 471 contain no contingencies and are to “each applicable county.” we are

Finally, guided rule following of statutory construction: Implied repeal by later statute

“§ (a) Whenever a statute purports be a revision of all upon particular statutes subject, sets aup general or system exclusive the entire covering subject matter of a former statute and is intended as a substitute for such statute, former such statute shall be construed to supply and therefore to all former repeal statutes upon same subject.” 1971(a). Pa.C.S.A. § The Pennsylvania Code, Welfare of which Section 471 is a part, enacted for the purpose of consolidating Prior to welfare laws.17 its public the Commonwealth’s *10 the par- for provided optional three laws separate passage, Stamp in the Food Pro- political of subdivisions ticipation the 471, part public as of the codification of Section gram.18 with laws, the three laws one separate replaces welfare of subject participation the entire matter that covers section Thus, Food Stamp Program. in the political subdivisions by 1971, repealed 471 has impliedly under 1 Pa.C.S.A. Section 1991, in the Federal Food participation Stamp and a obligation a for share of admin- Program and concomitant state county, costs are mandated law each by istrative class, since the obligation well each of first is contingent upon not imposes voluntary adoption program. of was fact, stamp

In a food distribution not program March in Adams until and between begun 1,1974, share of administra- July county’s that date was a private tive costs assumed Whatever by agency. during period regarding doubts existed Adams County’s 471 to legal obligation participate under Section and share in its costs should have been dispelled program the 1973 amendments to the Congress when enacted Food mandating program Act Stamp operation every of each state after June 1974. political subdivision 2019(e) enacted of the Food originally Stamp As States and optional participation by Act their provided subdivisions. 1973 that section was amended to political as follows: pertinent part read in submit, prior is required January “The State agency 1, 1974, for of approval, plan operation specifying a in which such intends to conduct the agency manner State State, subdivision unless program every political can that for political demonstrate agency any such State impracticable or to extend impossible subdivision it Secretary to such subdivision. The shall make a 11, supra n. at 695. See 2, supra n. at 694. See of determination of a approval disapproval plan of submitted a in sufficient operation agency State time plan institution of such no later than June permit 1974.” [Emphasis Public added.] 247, Law 2019(e). Stat. U.S.C.A. amendments, As a result of the 1973 after June in the participation Food Program by every mandated, subdivision of each political State thus ren meaningless the dering voluntary adoption provision Sec federal light tion 1991.19 In mandate and Section 471’s that participating share requirement counties costs, program’s we conclude that the Department has stat action on against ed cause of the basis its statutory liability. *11 complaint

Commonwealth Court also dismissed the as not of a cause action in on the basis stating quasi-contract “ . . . the was under no to County obligation partici- in or to a share pate the assume of administrative voluntary costs absent our participation.” interpreta- Since 471 county tion of shows the indeed had an obliga- costs, to and to a share the participate tion assume of dismissing basis for the complaint without foundation. Order of Commonwealth Adams granting Court County’s objection in nature of the a demurrer is re- preliminary versed, case is and the remanded further proceedings.

MANDERINO, J., filed a dissenting opinion which J., POMEROY, joined.

MANDERINO, Justice, dissenting.

The concludes that Section 471 the of majority Pennsylva- Code, enacted, nia originally Public Welfare as required each the Federal Food county Stamps Program participate and thus 1991 the impliedly repealed Section of Pennsylva- nia providing voluntary Code order adoption. Report 19. See Conference Committee Senate-House Public Law Congressional (daily July 1973). Record edition Oklahoma, (10th See also v. State Madden of F.2d Cir. 1975). interprets this conclusion the majority at to arrive as ambigu- of first class” city “for each county phrase and finds the legislative looks to intent therefore ous and to mean re- must have intended every legislature I must its class cities first class. of gardless dissent. a to reach desired result when attempting

The majority In fact, it is a strained phrase ambiguous. it finds which “of the first class” as phrase reads interpretation “county.” not only “city” and modifying was correct when it stated: Commonwealth Court The enacted, face, originally was limit- its “On class; first to counties and cities of the a local govern- ed does not be- ment classification to us construe The would have long. Department apparently and for each of the first ‘every to read county, city this brief, in its has and, employed the statute quoting class’ However, illusion. ‘[wjhen create an such ellipses free a clear and from all ambiguity, of statute are words disregarded of it is to be under the pretext letter not its Construction Act of Statutory pursuing spirit.’ 1921(b). 1 Pa.C.S. § and for each language, ‘every county, The is, fact, amending Act employed first class’ such lan- upon 471 of the Code but reliance of Section the rule liability ignore indicating past would guage ‘new provisions construction that an statutory [of *12 be construed effective from only amended shall statute] effective,’ when became in this the date the amendment 1, 1976. Construction Act of Statutory April case purports 1953. The amended Section 471 Pa.C.S. § only those counties and those cities of liability terminate in the pro- first class which had been participating It can be construed thereby liability. incurred gram no more.” doing 164, 167-68, (1977). 373 A.2d Pa.Cmwlth. dissent. I therefore

POMEROY, J., joins dissenting opinion. this