LOMBARD PUBLIC FACILITIES CORPORATION, Plaintiff-Appellant, v. THE DEPARTMENT OF REVENUE, Defendant-Appellee.
Second District No. 2-06-0520
Second District
January 9, 2008
378 Ill. App. 3d 921
ComEd also argues that the PTAB‘s ruling must not have been impartial because the Board of Review produced no evidence in support of its valuation of the subject property. Again, we note that ComEd, and not the Board of Review, had the burden of production. ComEd defined the issue before the PTAB as one of methodology: it had to prove that the historic-cost method was the only available method to value the subject property. Our review of the record demonstrates that ComEd failed to make the necessary showing. As a result, the Board of Review did not have to controvert the evidence ComEd adduced, as ComEd‘s evidence was insufficient to carry the day. We perceive no partiality in the PTAB decision and reject ComEd‘s argument.
For the foregoing reasons, the order of the PTAB is affirmed.
Affirmed.
GROMETER and CALLUM, JJ., concur.
LOMBARD PUBLIC FACILITIES CORPORATION, Plaintiff-Appellant, v. THE DEPARTMENT OF REVENUE, Defendant-Appellee.
Second District No. 2-06-0520
Opinion filed January 9, 2008.
Lance C. Malina, Donald E. Renner III, and Allen Wall, all of Klein, Thorpe & Jenkins, Ltd., of Chicago, for appellant.
Lisa Madigan, Attorney General, of Chicago (Gary S. Feinerman, Solicitor General, and Timothy K. McPike, Assistant Attorney General, of counsel), for appellee.
JUSTICE BOWMAN delivered the opinion of the court:
Plaintiff, Lombard Public Facilities Corporation (LPFC), appeals
I. BACKGROUND
On September 4, 2003, in an effort to develop a parcel of land near Yorktown Shopping Center into a hotel and convention hall, the Village of Lombard (Village) passed Ordinance Number 5351. Lombard, Ill., Ordinance No. 5351 (eff. September 4, 2003). That ordinance approved the incorporation of LPFC to assist the Village in securing financing for the construction of the convention hall and hotel facility. The formation of LPFC was necessary because the cost of the project exceeded the Village‘s statutory bonding limitations. The ordinance specified that the purpose of LPFC, a not-for-profit corporation, was to “assist in the financing and construction of a convention hall and hotel facility” in the Village. The ordinance further stated that upon redemption of the bonds issued for the project, LPFC would transfer title of the property to the Village free of any encumbrances. LPFC was granted authority to issue, sell, and deliver its bonds, encumber any real property or equipment acquired by it for the purpose of financing the project, and enter into contracts for the sale of bonds
The articles of incorporation for LPFC provided the following. They listed Leonard J. Flood as the registered agent, with the Village‘s address as the corporation‘s address. The purpose of LPFC was “to assist the Village of Lombard in its essential governmental purposes.” Articles IV and V allowed the Village to remove any director or officer with or without cause by the majority vote of the president and board of trustees of the Village. The Village appointed the initial directors and retained the right to fill any vacancies. Per article VII, no amendments were allowed to be made to article IV without the approval of the Village. Further, section 4.8 and section 6.3 of the articles made the
The Village and LPFC entered into an agreement entitled the “Tax Rebate Agreement” dated April 1, 2005. In that agreement, LPFC agreed to obtain a surety bond in the amount of $1.1 million, enter into a master development agreement with Harp Lombard, LLC, submit construction plans to the Village for approval, and oversee the construction of the project in accordance with Village Ordinance Nos. 5396 and 5397. LPFC was to enter into agreements with suitable third parties, such as construction companies and consultants, in order to complete the project. Pursuant to the agreement, the Village agreed to provide funds to make debt service payments on the bonds only if income from the project was insufficient. However, the agreement contained a $2 million cap on what the Village would pay on bond debt for the senior bonds. Further, the Village‘s taxing power and full faith and credit would not be pledged as security for any of the bonds. On September 29, 2005, construction of the convention hall and hotel facility commenced after LPFC issued bonds in the amount of $183,710,000 and acquired title to the property.
On November 10, 2003, LPFC filed its application for exemption from the Retailers’ Tax Act on the principle that its purchases made for the construction and furnishing of the hotel and convention center project were those of a governmental body (the Village). On March 5, 2004, the Department denied LPFC‘s request for a sales tax exemp-
On July 28, 2005, a hearing was held before an administrative law judge (ALJ). At the hearing, counsel for the Department admitted that the issue of whether an organization like LPFC qualified for a tax exemption as a “governmental body” was one that was rarely confronted. The Department argued that LPFC did not present any evidence that a governmental body owned the convention center and hotel property or that LPFC was a governmental body itself. LPFC argued that if the Department applied the “realities of ownership” test as the court in Southern Illinois did, it would find that LPFC was a governmental body under the Retailers’ Tax Act. We examine Southern Illinois in the analysis section of this opinion.
At the outset of the hearing, LPFC‘s articles of incorporation and bylaws, a copy of Village Ordinance No. 5351, and the Tax Rebate Agreement were all entered into evidence. Next, Leonard Flood, director of finance and treasurer for the Village, testified on behalf of LPFC. Flood was involved with the convention center and hotel facility project from its beginning. The total cost of the project was estimated at $192 million. LPFC would be issuing $182 million in tax-exempt revenue bonds to cover the cost of the project, because of the Village‘s bonding limitations. Pursuant to
On cross-examination, Flood admitted that LPFC did not have the ability to impose taxes, maintain a police force, or provide water or sewage treatment, and had not received any charter from the State of Illinois recognizing it as a governmental body. On redirect, he acknowledged that the bylaws included a requirement that LPFC abide by the terms of the Open Meetings Act, even though by law that act did not apply to corporations.
On November 4, 2005, the ALJ issued his decision in the matter, which was approved by the Department on November 7, 2005. In the decision, the Department made the following findings of fact. LPFC was a not-for-profit corporation incorporated solely by Flood after the Village passed Ordinance No. 5351. The Village appointed its five initial directors and retained the right to remove any director and fill any vacancy. LPFC contracted under its own name and took title to property, though upon redemption of the bonds, title would pass to the Village. Any amendment to article IV of LPFC‘s bylaws had to be approved by the Village.
The Department made the following conclusions of law.
First, the Department decided that Southern Illinois was not applicable to this case, because the court‘s holding was limited to the facts of that case where there were stipulated facts and the issue related to the ownership of real property. It went on to explain that if the legislature intended to include any nonprofit organization acting as an agent or instrumentality of a governmental body, then the statute must be read to give effect to that intent. However, in taxation cases, a statute must be strictly construed in favor of taxation and against exemption. Wyndemere Retirement Community v. Department of Revenue, 274 Ill. App. 3d 455, 459 (1995). The Department then went on to apply traditional rules of statutory construction, determining that if the legislature had intended to include agents or instrumentalities of the government in the Retailers’ Tax Act, it would have expressly done so. The Department compared this case to Carroll v. Paddock, 199 Ill. 2d 16, 28 (2002), where the court decided that not-for-profit charitable hospitals and not-for-profit mental health care organizations were not “local public entities” within the meaning of the
II. ANALYSIS
First, the parties do not agree on the applicable standard of review. LPFC argues that we should review de novo the issue of whether it qualified for the exemption as a governmental body, because the facts are undisputed. The Department argues that the issue of whether LPFC qualifies for the governmental-body exemption is a mixed question of law and fact, so the standard of review is clearly erroneous. Both parties are partially correct.
This court reviews the decision of the administrative agency, not the decision of the trial court. Dow Chemical Co. v. Department of Revenue, 359 Ill. App. 3d 1, 20 (2005). “The standard of review applicable to an [administrative] agency‘s decision depends on whether the question presented on appeal is one of fact, of law, or of both.” Du Page County Airport Authority v. Department of Revenue, 358 Ill. App. 3d 476, 482 (2005). Our review of an agency‘s factual findings is limited to determining whether such findings are against the manifest weight of the evidence, and we do not weigh the evidence or substitute our judgment in place of the agency. Du Page County Airport, 358 Ill. App. 3d at 482. Agency rulings on questions of law do not receive such deference on review but rather are reviewed de novo. Du Page County Airport, 358 Ill. App. 3d at 482. When the issue presented contains mixed questions of law and fact, the standard of review is whether the decision was clearly erroneous. Dow, 359 Ill. App. 3d at 20. The clearly-erroneous standard applies to administrative cases involving mixed questions of law and fact, rather than a bifurcated standard, in part because of the deference given to the agency‘s experience and expertise in interpreting its statutes. Home Depot, U.S.A., Inc. v. Department of Revenue, 355 Ill. App. 3d 370, 374 (2005).
A mixed question of law and fact is whether the facts satisfy a statutory standard or whether the rule of law, as applied to the established facts, is violated. Dow, 359 Ill. App. 3d at 22. The clearly-erroneous standard of review lies somewhere between a de novo and a manifest-weight-of-the-evidence standard, but provides some deference to the agency‘s experience and expertise. Dow, 359 Ill. App. 3d at 22. While the agency is awarded deference, a reviewing court will reverse the agency decision when there is evidence supporting reversal and the reviewing court is “‘left with the definite and firm conviction that a mistake has been committed.‘” AFM Messenger Service, Inc. v. Department of Employment Security, 198 Ill. 2d 380, 393 (2001), quoting United States v. United States Gypsum Co., 333 U.S. 364, 395, 92 L. Ed. 746, 766, 68 S. Ct. 525, 542 (1948).
In this case, the parties do not dispute any facts, and thus there is no question of fact presented for our review. The interpretation of the definition of “governmental body” under
“Personal property sold to a governmental body, to a corporation, society, association, foundation, or institution organized and operated exclusively for charitable, religious, or educational purposes, or to a not-for-profit corporation, society, association, foundation, institution, or organization that has no compensated officers or employees and that is organized and operated primarily for the recreation of persons 55 years of age or older. A limited liability company may qualify for the exemption under this paragraph only if the limited liability company is organized and operated exclusively for educational purposes. On and after July 1, 1987, however, no entity otherwise eligible for this exemption shall make tax-free purchases unless it has an active identification number issued by the Department.” (Emphasis added.)
35 ILCS 120/2-5(11) (West 2004).
The Retailers’ Tax Act does not define “governmental body” but defines “purchaser” as follows:
“‘Purchaser’ means anyone who, through a sale at retail, acquires the ownership of or title to tangible personal property for valuable consideration.”
35 ILCS 120/1 (West 2004).
The parties do not cite and we do not find a case analyzing the term “governmental body” in the Retailers’ Tax Act, and the statute itself does not define the term. We, therefore, apply traditional rules of statutory construction. The cardinal rule of statutory construction is to ascertain and give effect to the legislature‘s intent. Collinsville Community Unit School District No. 10 v. Regional Board of School Trustees, 218 Ill. 2d 175, 186 (2006). The best indication of legislative intent is the language of the statute, given its plain and ordinary meaning, and considering the statute in its entirety. Collinsville, 218 Ill. 2d at 186. Where the meaning of a statute is unclear, courts may look beyond the language of the statute and consider the purpose of the law, the evil it was intended to remedy, and the legislative history of the statute. Stroger v. Regional Transportation Authority, 201 Ill. 2d 508, 524 (2002). Following these rules, we look to the term “governmental body,” using its plain and ordinary meaning, and find
The special concurrence believes that our analysis should end at our conclusion that
We disagree with LPFC that Southern Illinois is applicable to the facts here. In Southern Illinois, the University transferred title of a residential housing property to a nonprofit corporation that it created, the Southern Illinois University Foundation, which leased the property back to the University. Southern Illinois, 98 Ill. App. 3d at 1063-65. The University created the Foundation to hold title in order to obtain long-term financing for the construction of a residence hall, because statutory debt restrictions prevented the University from obtaining the loans in its name. Southern Illinois, 98 Ill. App. 3d at 1067. The Foundation then sought a property tax exemption afforded to property owned by the State of Illinois. Southern Illinois, 98 Ill. App. 3d at 1063-64. In order to determine whether the property was “owned” by the State of Illinois (i.e., the University) pursuant to
The appellate court held that the University possessed equitable ownership of the residence hall property because the University‘s
As to the question of whether equitable ownership was sufficient to satisfy the exemption statute, the county argued that “ownership” for tax purposes required “actual, legal ownership” and, therefore, because the Foundation held actual title to the property, the University did not qualify for the property tax exemption. Southern Illinois, 98 Ill. App. 3d at 1067. The University argued that it held equitable ownership in the property and that this was sufficient to qualify for the exemption. Southern Illinois, 98 Ill. App. 3d at 1067. The court stated that revenue collection was concerned “not with the refinements of title but with the realities of ownership.” Southern Illinois, 98 Ill. App. 3d at 1069, citing People v. Chicago Title & Trust Co., 75 Ill. 2d 479, 489 (1979) (stating title to property refers to a legal relationship with land, while ownership is denoted by control and the right to enjoy the benefits of the property). However, the language of section 19.5 did not specify that legal ownership was required, as the language exempted “[a]ll property of every kind belonging to the State of Illinois,” and therefore equitable ownership was sufficient to qualify for the exemption. Southern Illinois, 98 Ill. App. 3d at 1070.
While there are certainly some factual similarities between Southern Illinois and this case, we find the determinative facts in Southern Illinois distinguishable from the facts here. First and foremost, the statutes involved in this case do not concern legal and equitable ownership of property.
LPFC makes several other arguments for its position, and those arguments also fail for various reasons. LPFC argues that the Village is the ultimate beneficiary of the project because the Village and its residents will enjoy the tax revenues and employment opportunities that the project creates. However, the same is true for private development, and private developers would not qualify for tax exemptions for governmental bodies under this logic. Next, LPFC cites to Internal Revenue Service (IRS) Rule 63-20 for a test used to determine whether interest income received on bonds issued by a nonprofit corporation constituted interest received on governmental obligations. LPFC admits that the IRS test is not binding on this court but is merely persuasive authority. However, we find this case‘s sales tax exemption issue distinguishable from the IRS‘s interest income tax issue and that the IRS‘s test is inapplicable, even for guidance, to the case at bar. Eden Retirement Center, Inc. v. Department of Revenue, 213 Ill. 2d 273, 290-91 (2004) (federal tax-exempt status is not dispositive of Illinois tax exemption issues).
LPFC‘s argument that it is an agent of the Village also fails under basic agency-law principles because the principal is the only source of an agent‘s authority. See Merchants’ National Bank of Peoria v. Nichols & Shepard Co., 223 Ill. 41, 49 (1906); 3 Am. Jur. 2d Agency § 68 (2007). While the special concurrence points out that exceptions to
Finally, in its reply brief, LPFC raised the argument that the power to appoint corporate directors constitutes equitable ownership of that corporation‘s property. In a motion taken with the case, the Department moved to strike this argument pursuant to Supreme Court Rule 341(j) (210 Ill. 2d R. 341(j)), because LPFC did not make this argument in its initial brief, and in the alternative requested permission to file a surreply brief to respond to the argument. We grant the Department‘s motion to file a surreply brief, and we agree with the Department‘s argument that a corporation that observes the formalities of creating a separate existence may not disregard such distinction in order to avoid sales tax burdens. Superior Coal Co. v. Department of Finance, 377 Ill. 282 (1941) (finding that a corporation and its stockholders, even if other corporations, are deemed separate entities with respect to tax issues and courts will ignore the fiction of corporate entity only when it is used to perpetrate fraud or deceive the public). The supreme court in Superior Coal specifically stated that “where corporations meticulously observe the formalities incident to separate corporate existence and receive substantial economic benefits therefrom, they will not be permitted to disregard *** the maintenance of separate corporate identities.” Superior Coal, 377 Ill. at 290; see also Main Bank of Chicago v. Baker, 86 Ill. 2d 188, 205 (1981) (explaining that a corporation is separate and distinct from its shareholders, directors, and officers, and generally from other corporations with which it is affiliated, and that neither stock ownership alone nor the
In reviewing the Department‘s ultimate decision to deny exemption status to LPFC, we find its arguments persuasive. The Department argues that LPFC‘s status as the actual purchaser must be considered apart from that of the Village, relying on Berwyn Lumber Co. v. Korshak, 34 Ill. 2d 320, 322-23 (1966), and Yale Club of Chicago v. Department of Revenue, 214 Ill. App. 3d 468, 476 (1991), and we agree. In Berwyn Lumber, the independent contractor plaintiffs sought an exemption from the Retailers’ Tax Act for building-material purchases that they made pursuant to a construction contract they had with the government. Berwyn Lumber, 34 Ill. 2d at 321. The contractors argued that the materials purchased were used or consumed by exempt organizations, which used the contractors as their agents; however, there was no basis for an agency-relationship argument in the record. Berwyn Lumber, 34 Ill. 2d at 322. The contractors argued that by not allowing them the exemption, the government was incurring higher costs, but the court also rejected that argument. Berwyn Lumber, 34 Ill. 2d at 323. The court held that the exclusion was intended for the purchaser and not for “someone else farther down the line of economic intercourse with whom he in turn might deal,” and it was undisputed that the sales in question were sales to independent contractors, not to the governmental bodies that were parties to the construction contracts. Berwyn Lumber, 34 Ill. 2d at 323. As in Berwyn Lumber, the parties do not dispute that LPFC is not a governmental body and that it, and not the Village, was the actual purchaser and titleholder of the personal property. As the court in Berwyn Lumber explained, the exemption applies to the actual purchaser and not to a future beneficiary of the purchases. In this case, the future benefits are even more remote than in Berwyn Lumber because the Village acquires title to the property in question only when the bonds are redeemed, and the redemption of the bonds depends on the success of the convention center, among other uncontrollable factors. Hence, the future benefit is merely a future expectancy, whereas in Berwyn Lumber the government would presumably have benefitted from the purchases of the construction equipment as soon as the equipment was used at its sites.
Likewise, in Yale Club, a nonprofit organization incorporated to promote Yale University by recruiting Chicago-area students, raising
Again, the court in Yale Club considered the status of the entity seeking the exemption separate from the organization it benefitted. Here, we also must consider LPFC‘s status separate and apart from the Village, and in doing so we reach the same conclusion as the court in Yale Club. Like the Yale Club, LPFC: (1) had little or no control over the Village and its decisions; (2) was not organized as an agency or branch of the Village itself; and (3) did not perform a function necessary to maintain the Village‘s existence. While Village employees were appointed to LPFC‘s board, corporate meetings were conducted separate from Village meetings, and the board had to seek Village approval only for limited activities, such as approval for building plans or the early sale of the property. Overall, the Village was not dependent upon LPFC for its governmental activities, and LPFC was also not dependent on the Village for its day-to-day project management activities.
The Department‘s conclusions that LPFC did not qualify for exemption status and that Southern Illinois‘s rationale was inapplicable to the facts of this case were not clearly erroneous, especially given the guidance of Berwyn Lumber and Yale Club. The Department‘s decision is consistent with guidelines regarding construction of tax exemption statutes. Statutes that exempt property or an entity from taxation must be strictly construed in favor of taxation and against exemption. Wyndemere, 274 Ill. App. 3d at 459. The party requesting
III. CONCLUSION
Based on the foregoing reasons, we affirm the judgment of the circuit court of Du Page County.
Affirmed.
ZENOFF, J., concurs.
JUSTICE O‘MALLEY, specially concurring:
I agree with the majority that LPFC‘s claim to a tax exemption as an agent or instrumentality of the Village founders on the plain text of
In construing
That analysis involves a discussion of several cases, but the only one that has relevance to the interpretation of
The majority defends its excess analysis by asserting that its construction of
Southern Illinois is simply inapplicable here and does not warrant the considerable attention the majority devotes to it. In discussing the case, the majority observes that section 1 of the Retailers’ Tax Act, which defines “purchaser” as one who acquires property “for valuable consideration,” does not recognize the concept of equitable ownership that the court in Southern Illinois found implied in the property tax statute. The majority reasons that, because the Village provided no “valuable consideration” for the personal property sold here, it cannot be considered the “purchaser.” The significance of this conclusion for the exemption issue is not apparent, for the majority never places “purchaser” in context, leaving unexplained how the term operates in the Retailers’ Tax Act to determine exemptions. The majority protracts and complicates what ought to have been a straightforward application of
The majority, interestingly, cites the dissent from the denial of rehearing in Pooh Bah Enterprises to justify its forging ahead to address Southern Illinois and the agency question. Aside from the fact that a dissent “has no precedential value” (People v. Williams, 368 Ill. App. 3d 616, 621 (2006)), the intracourt dispute in Pooh Bah scarcely resembles my differences with the majority here. In Pooh Bah, bar owners argued that a Chicago ordinance banning the sale of alcohol in establishments that feature nude dancing violated the first and fourteenth amendments to the United States Constitution (
“The opinion of this court overlooks both of [the] recent United States Supreme Court free speech cases on which the defendants strongly rely for their strict scrutiny argument. Rather than directly address a central argument debated at length by the par-
ties in this case and engage in a thorough analysis of these contentions, the court simply relegates this important debate to a brief footnote in the opinion. ***” “***”
“***”
“I am deeply troubled by the court‘s out-of-hand dismissal of Pooh Bah‘s strict scrutiny argument for several additional reasons. *** [S]uch conduct on the part of this court denies the parties to this action the reassurance that we have carefully considered and deliberated their arguments. What message does this court send to litigants when it does not even bother to address the central arguments raised in their appeals, especially when they are issues of constitutional magnitude? I venture to say that it creates the perception that this court has predetermined the outcome of the appeal and does not deem it necessary to bother with arguments that may cut in the opposite direction. In addition, by failing to address and fully analyze an issue such as whether strict scrutiny applies to the ordinance challenged in this case, this court fails to provide the bench and bar with the guidance needed to deal with similar issues in future cases.” (Emphasis added.) Pooh Bah, 224 Ill. 2d at 452-54 (Freeman, J., dissenting upon denial of reh‘g).
The majority believes it is doing the service that the majority in Pooh Bah shirked. Lifting language from the Pooh Bah dissent, the majority claims that “it is appropriate to address the parties’ central arguments as litigated to this court” and that its discussion will provide “guidance” to those “at the administrative level” (378 Ill. App. 3d at 930). However contorted, the dissent‘s accusations in Pooh Bah will not fit here. The issue of whether strict scrutiny applied was “central” in Pooh Bah because it was a threshold question for reviewing the Chicago ordinance under the first amendment. The supreme court disposed of the issue, not by rendering it logically immaterial in light of a separate holding (e.g., deciding that the first amendment did not apply at all), but by finding that a different standard, intermediate scrutiny, applied. Here, the majority‘s holding that the plain language of
Perhaps the majority wishes to provide general illumination in the realm of agency law. I believe the majority errs in its exposition. The majority reasons that, as the Village could not have legally issued bonds in the amount necessary for the construction, LPFC could not be acting as the Village‘s agent in issuing its own bonds, because under “basic agency[ ]law *** the principal is the only source of an agent‘s authority” (378 Ill. App. 3d at 932). The majority cites an Illinois case, Merchants’ National Bank of Peoria v. Nichols & Shepard Co., 223 Ill. 41 (1906), and a section of American Jurisprudence on agency law. I presume the majority is paraphrasing the following italicized statements from American Jurisprudence:
“The authority of the agent is the very essence of the principal and agent relationship. Unless otherwise agreed, it includes only authority to act for the benefit of the principal, and the source of the authority is always the principal, never the agent.
***
An agent has no implied or apparent authority to do that which the principal would not be authorized to do personally.” (Emphasis added.) 3 Am. Jur. 2d Agency § 68, at 482-83 (2007).
Treatises are not binding on our courts (Illinois State Toll Highway Authority v. Amoco Oil Co., 336 Ill. App. 3d 300, 307 (2003)). This aside, I do not believe the italicized principles are appropriate for determining whether an agency relationship exists between the Village and LPFC.
The first principle, that “the source of the authority is always the principal, never the agent,” is drawn from two cases: Alar v. Mercy Memorial Hospital, 208 Mich. App. 518, 529 N.W.2d 318 (1995), and Kuhn v. P.J. Carlin Construction Co., 274 N.Y. 118, 8 N.E.2d 300 (1937). In Alar, the plaintiff sought to bind a hospital to the acts of a physician who the hospital claimed was not an employee but an independent contractor and whose acts the hospital claimed, alternatively, were not within the scope of the agency. In addressing the question whether, assuming the physician was the agent of the hospital, the particular act sued upon was within the physician‘s apparent authority, the court explained that “apparent authority must be traceable to the principal and cannot be established only by the acts and conduct of the agent” (Alar, 208 Mich. App. at 528, 529 N.W.2d at 323)—the proposition paraphrased by American Jurisprudence. In Kuhn, where the plaintiff sought to hold an employer accountable for a particular act of a party who was undisputedly its employee, the court, diminishing the import
The second italicized principle, that “an agent has no implied or apparent authority to do that which the principal would not be authorized to do personally,” is also inapplicable here because, by its terms, it restricts only implied or apparent authority, and the authority LPFC relies on is express, conveyed in the unequivocal declarations of the Village. The proper criteria for determining the existence of an agency relationship are “‘whether the alleged principal has the right to control the manner and method in which work is carried out by the alleged agent and whether the alleged agent can affect the legal relationships of the principal‘” (Oliveira-Brooks v. Re/Max International, Inc., 372 Ill. App. 3d 127, 134 (2007), quoting Anderson v. Boy Scouts of America, Inc., 226 Ill. App. 3d 440, 443 (1992)). This idea is perfectly intuitive. One can readily imagine an individual being held accountable for the acts of another who, though committing those acts while exercising a professional or trade license that the former lacked, was nonetheless subject to sufficient control that a principal-agent relationship existed between the two. Therefore, though the Village could not issue bonds in the amount that it created LPFC to issue, this does not preclude LPFC from being the agent of the Village. I express no opinion on whether LPFC was in fact the agent of the Village under these principles, because the issue is immaterial given the plain thrust of the statutory language.