*1 Matter of Petition of UNIVER- In the AUTHORITY, an HOSPITALS
SITY
agency State of Oklahoma
University Hospitals Trust,
trust.
No. 90212.
Supreme Court of Oklahoma.
Dec. Concurring
Opinion on Denial 29, 1998.
Rehearing Jan. *2 Behrman, M.D., Kessler,
James Edwin Milton, se, pro Roosevelt Protestants. Seikel, Represen- Mark Member House of tatives, se, pro Protestant. Tate,
Cindy Friday’s Home Health Ser- vices, Inc., se, . pro Protestant. Stewart, se, Nancy pro Protestant. M.D., Lucas, John L. Saint Francis Health Tulsa, se, System, Inc., pro Protestant. Valentine, Director, Mary Reju- Alice The Foundation, Longevity Inc., pro venation and se, Proponent. se, pro Turney, Proponent.
Howard WATT, Justice: FACTS AND PROCEDURAL BACKGROUND . original brought by This is' an action petitioners University Hospitals Authority Hospitals University seeking ap- Trust proval of a lease of Univer- sity Hospitals University Hospitals from Oklahoma, Trust to HCA Health Services of Presbyterian Hospitals1 pursuant d/b/a process issued conformance with 3225 of Stringer, N. L. Phillip Savage, Martin Act, which is set out in full in note 3. Davis, Nelson, George Mary D. E. McKin- ¶2 Legislature In 1993 the transferred Webster, P.C., ney, Stringer Oklahoma & “jurisdiction, supervision, management and City, for Petitioners. University Hospitals control” Sellers, Jon’ D. Common Protestants Department of Human to the Au- Services Oklahoma, N.A.A.C.P., City Cause Oklahoma thority. O.S.Supp.1993 3204. Section Branch, and Oklahoma Coalition Health part University Hospitals 3204 is a Security. Act, Authority O.S.Supp.1993 et Snider, Heatly, Fellers, John B. Blanken- seq. amended the Act in P.C., ship, Bailey Tippens, City, & public 1997 to authorize the creation of a Oklahoma, for HCA Health Services of Inc. University Hospitals to be trust called se, Bates, pro O.S.Supp.1997 § Fannie Trust. Protestant. 3224.2 The University Hospitals University Adoption include 2. Declaration Trust Oklahoma, Hospital, Hospital Trust; Children's’ official action of the trustees of the Center, Study O'Donoghue Child and the Reha- acceptance the Trust Submission Institute, City. all bilitation located Oklahoma approval required by beneficial interest as Statutes; Section 177 of Title of the Oklahoma O.S.Supp. provides: 2. 63 approves expressly A. The State of Oklahoma the creation of a approved shall: Declaration Trust trust to denominated clearly principal purpose a. state Trust”, Hospitals "University of which the University is effectuate Trust beneficiary, pro- State of Oklahoma shall be the purposes Authority University Hospitals as contingent upon approval vided such shall be being University Hospitals established in the following conditions satisfied: Act, Trust; Finalizing of Declaration of HCA, parties. action” Transaction Trust, Authority, together in an called the Regents memorialized the Board “Closing which ref- Oklahoma, Agreement,” includes agreed lease of Uni- HCA, agreements. “Trans- erence several earlier Hospitals to called the versity law, appointees pro- ing the as state State of Oklahoma except b. otherwise property pursuant simple governing title to held created to a vide the fee real committee *3 Hospitals Authority by University not be shall proposed agreement; the transferred, conveyed, assigned the Univer- or Binding 2. shall not be arbitration involved sity express Hospitals the consent Trust without resolving agreements such issues under con- entity governing Legislature as the of the of the committee; by governing the and sideration beneficiary pursuant 60 of to Section 176 of Title by gov- Major be resolved the decisions shall Statutes, the Oklahoma committee, erning approval any major and of by any provide c. indebtedness incurred that by governing committee must in- decision the University Hospitals the Trust or the trustees of majority approval of a the state clude the of a the not be secured with or create Trust shall appointees approval majority a the of of the and by property lien real which title is held entity private appointees to the members of the University Hospitals Authority the and shall not Major governing in- committee. decisions shall capacity University bonding of the the involve clude: Authority, Hospitals operating capi- approval annual and a. of the provide d. the trust estate of the Univer- that budgets, tal sity simple Hospitals Trust shall include fee disposition assets b. or of that individual- sale by University property owned the title to real ly over have a fair market value Two Hundred Hospitals Authority, ($250,000.00), Fifty Dollars Thousand clearly the Uni- e. state that of the creation transfer or ad- c. the termination or material way versity Hospitals any Trust shall not in re- dition diminution of medical services or material duce, power granted the with limit interfere at the Medical Center to and related University Hospitals Authority the in the Univer- University Act, part teaching program the a sity Authority Hospitals Center, Sciences and any agree- Oklahoma Health provide f. that lease or contractual major agreed involving property d. decisions as use of the real to which other be ment University Authority Hospitals upon by private entity. title the the is held the Trust and any improvements and thereto by legislative shall contain C. To is determined the extent it provision requiring proper expended and covenants the the Trust has enactment that funds upkeep property the maintenance real its mission as set in this contravention of section, forth improvements, remit, upon thirty the Trust shall g. University provide that the trustees of the days' University Hospi- the written notice from acting Hospitals be the members of Trust shall Authority, tals sum or sums to the Universi- University Hospitals Authority provided the as ty Hospitals Authority. Act, University Hospitals Authority the hereby "University D. There created the Hos- University provide h. trustees that the of the Advisory pitals Legislative Trust Task Force”. duly Hospitals have the to submit an Trust shall Speaker Representatives The House of Governor, report Pro annual the President Tempore and the Pro of the Senate President Senate, Speaker the Tempore of the of the House legislators appoint shall three their each Representatives Task members of the bodies, respective they legislative that D Force created subsection of this section. appoint shall each one member from the minori- January report 1 of shall submitted party. ty year each and shall include an account of all n position 2. The chair and vice-chair shall rotate Trust, operations, actions of the account of all Representatives House of and Sen- between the received and disbursed the Trust for revenue ate, provided Speaker appoint the previous year. report fiscal shall also expire initial term shall the first chair whose provide complete.accounting of how the Trust day Regular Forty- Session the First primary effectuating function meets Legislature. The sixth Oklahoma chair and vice- University Hospitals Authority, purposes day chair first shall rotate on the of the first University Authority Hospitals established in regular subsequent legislatures. sessions of Act. shall meet with Force The Trust the Task Force Members of the Task shall be reim- D of this review created in subsection section to respective legislative bursed their bodies report. of the annual contents necessary pursu- Task duties related to the Force University Hospitals require B.The Trust shall ant to of Title 74 of Section 456 the Oklahoma any agreements which it enters into with Statutes. entity pursuant Section 3226 of this title purpose provide of the Task Force is to operations leased of facilities the Universi- include, Legisla- means between the of communication ty Authority Hospitals to the Trust to but ture and the Trust. not be limited to: meetings Trust shall invite members attend of four of the 1.The five members inclusion represent- Force members shall be able to as four of the five members Trust. Task Trust Legis- Contingency approved of the Act the Review Board Under the terms policy Transaction. determination lature made needs of Oklahoma citizens would ¶ 5 If this Court is “satisfied that “charged served if the were best proposed agreement is in accordance with ” operating leasing the mission of ... Act and Oklahoma Laws” the Act O.S.Supp. [Emphasis hospitals. added.] declaratory states that we shall “enter a 3203.B. judgment approving declaring pro- valid,” posed agreement “perma- to be ¶4 requires The Act before [enjoin] nently persons all described
“proposed agreement regarding the lease application Supreme notice filed in the [of operations University Hospitals” instituting any-action ... irom ... Court] effective, it to be become would have could proceeding contesting validity pro- Board, approved by Contingency Review posed agreement.” O.S.Supp.1997 *4 O.S.Supp. § and this Court. 3225.3 § 3225.B.3. Contingency members of Review the Governor, Speaker are the the Board the of 6 No contention made that the Representatives, the Pro House President proscription against Act violates Court’s established, Senate, of the advisory Tem and the Director of State issuing opinions, Ap in Finance, voting plication who is an ex non Country Development Fun Au officio O.S.Supp.1992 thority, member. OK 566 P.2d and we participate except in of the in advi- over Court discussions Trust an other business of the habeas capacity. corpus sory proceedings. ,2. petition hearing a Notice of the such shall O.S.Supp.1997 provides: given by published newspaper 3. be a a notice general day state circulation in this that on a Contingent upon A. the creation of the Univer- specified Supreme peti- the will Court hear the Hospitals sity Trust as Section approve agreement proposed tion to the and title, Trust, acceptance, prior to shall of this the declaratory judgment. The enter a notice shall Contingency submit to the Review for Board (10) published days be one than ten time not less proposed agreement regarding the the review specified prior hearing. the date the for operations Hospitals University and the lease owners, property taxpayers, notice shall inform any entity authorized to transact business citizens, having persons claiming any and all or independent the state and an to the statement as title, right, proposed agreement or interest in the proposed agreement of said fairness the funds, properties or to be affected the Contingency of Oklahoma. The Review Board implementation agreement, proposed of the upon proposed agreement receipt the shall any way thereby, they may affected in file (15) days meet within fifteen business review protests against approval proposed the of the proposed agreement; the and unless the Contin- agreement, present hearing and be at the gency disapproves proposed Review the Board legality proposed agreement. contest the of the agreement, cuted, proposed agreement may the exe- hearing may adjourned from time to time University Hospitals but no lease the at the discretion of the Court. Supreme shall become effective until after Court proposed If Court the is satisfied pursuant approval B to subsection of this section. agreement University is in with the accordance proposed agreement disap- B. If a is not laws, Authority Act and Oklahoma proved Contingency pursu- Review Board declaratory judgment approv- Court shall enter a section, University ant to subsection A of this ing declaring proposed agreement and to be Hospitals Authority University Hospitals and Authority, valid and conclusive as to Trust, thirty days within calendar after the Trust, parties proposed all and other Contingency hás time Review Board action and, agreement; upon petition Authority, of the expired, may petition Supreme file a with the permanently enjoining shall issue order all declaratory judgment Court Oklahoma for persons required by described in the notice determining agree- validity proposed of the instituting any subsection from thereafter action The review Court based ment. of the shall be proceeding contesting validity pro- of the upon powers, rights, the exercise of the posed declaratory agreement. judgment A ren- privileges, upon conferred Au- functions pursuant dered to this shall have subsection Trust, thority University Hospitals ap- or the as judgment force and effect of final of decree and plicable, University Hospitals under the Authori- be incontestable court in this state. ty original Hospitals Authority Act and Oklahoma laws. Exclusive University in the As used Act, jurisdiction Supreme “proposed agreement” is conferred means one or more petitions. regarding operations to hear determine such The Su- contracts the lease preme petitions precedence University Hospitals agreements give Court shall and all other Agree- “Indigent Care separate the Act not do so because it does
hold that
Authority
agreed with
ment” HCA has
protestants the
gave all
for notice and
called
hospitals.
at all HCA
provide indigent care
Thus,
be
there is
heard.
opportunity to be
at costs defined
provide
agrees
HCA
controversy, and
case or
us an actual
fore
Authori-
in return for the
Agreement
in the
Further,
advisory.
today is not
our decision
the amounts
pay to HCA
ty’s promise to
public of
to the
importance
of the
because
Legis-
by the
indigent care
appropriated for
lawfulness
settling
issue
lature.
appropri
Transaction,
the Act
hold that
we
jurisdiction. Ap
ately
this Court’s
invoked
agreed
HCA have
Regents
9 The
¶ 2,
Goodwin,
Sciences
tals,
University of
will
THE TRANSACTION
University Hospitals
to use the
continue
long
term
involves
7 The Transaction
also
teaching hospitals. HCA
primary
University Hospi-
lease and transfer
pa-
provide
efforts to
agrees to use its best
assets
other non-cash
properties
tals
agreements for
managed care
under
tients
Trust
the Trust. The
Hospitals,
and to
to the
treatment
contract to transfer
agrees in a sublease and
compensation specified in
University monthly
assets and
right
to use those
to HCA
provided.
the services
*5
Operating
Hospitals. A Joint
operate the
responded
only Protestants who
10 The
University
Hos-
Agreement provides how
proceeding within the
of this
to the Notice
Presbyterian Hospital are
pitals and HCA’s
the order
by the Notice
time allowed
retains all duties
operated. The Trust
to be
13, 1997 that all
of this Court
October
day-to-
Act. The
under the
imposed
it
not later than No-
protests were to be filed
Hospi-
day
operation of
management and
3,1997
represented
coun-
and are
vember
decisions,
major
Certain
tals is left to HCA.
Oklahoma,
Cause
sel are Common
however,
a Gov-
are reserved for decision
Branch,
N.A.A.C.P.,
the Okla-
Oklahoma
Act. At
created
erning Committee
Security.
Health
Their
homa Coalition
$19,200,-
closing,
pay
is to
the Trust
HCA
has
candidly
that this Court
counsel
concedes
$10,-
000.00,
University of Oklahoma
and the
Act,
par-
that the
under the
jurisdiction,
$10,800,000.00
000,000.00.
deposit
is to
HCA
complied
to the Transaction
ties
account, and
bearing escrow
in an interest
requirements of the Act.5
annual
it to the
four
from
$2,700,000.00
In re-
each.
installments of
DISCUSSION
turn,
operation of the
from the
all revenues
Review
The Standard of
exclusively by HCA
Hospitals
owned
will be
several
$9,000,000.00
11 Protestants have raised
per
pay up
but HCA is
issues,
of which are that
public policy
some
earnings plus 30% of
year
Hospitals’
at
cause staff reductions
the Transaction will
earnings
over
pre-tax
all
University Hospitals, that HCA should
$39,000,000.00.
expressly
Agreement
operate the hos
not be allowed to lease and
partnership,
states that it does not create a
private corpora
large
it is a
venture,
pitals because
joint
agency relationship between
tion,
put competing
the Transaction will
that
the Trust and HCA.
counsel for these Prot-
5. On November
contemplated by
the contract
or referred
application on behalf of another
operations.
filed an
regarding
estants
such lease
Offerman,
protestant,
M.D. to file a brief
Gail L.
We denied Dr. Offer-
widespread
demand
on behalf of Dr. Offerman.
interest
"Whenever
(1)
public
application
it was filed out of
law
because
of some vital
man's
an
issue,
resolution
immediate
time,
arising
infirmity
of our October
1997 order
impediment
in violation
no
protests
no later than November
procedural posture
well
that all
3, 1997,
be filed
of the case—however
(2)
Offerman’s contentions were
purely private litigation
bar
and Dr.
recognized in
—will
Goodwin,
and are addressed
powers.”
raised
other Protestants
reviewing
our exercise of
2,¶
opinion.
unlawful. In obligation imposed public 14 The Improvement Authority, tol 1960 OK open hold meetings give bodies to and to 1028, 1031, we said: meetings notice of such set out in 25 In construing the of a constitutionality Act, Open Meeting O.S.1991 303 of the Supreme statute the Court is not autho- which part relevant as follows: wisdom, propriety, rized to its consider meetings public All bodies ... practicability a working proposition. specified places be held times and ... questions clearly definitely Those are open public.... and shall be All to a established our fundamental law public of such meetings ... shall bodies certainty legislative as functions of the de- preceded by advance notice.... *6 partment government.... of the There is ¶ § 15 Title 51 24A.2 O.S.1991 a presumption that the act is constitution- Open Records Act that declares Oklahoma’s statutes, al.... must if Courts sustain public policy purpose of and the the Act is to possible, nullify only they them when public’s right “ensure and facilitate the clearly are unconstitutional. government access to review of rec- ords_” validity A determination of the of the claimed Open Section the 24A.3 of Rec- constitutionally ethics violations vested ords Act defines the term “Record” as “all the with Ethics Commission. This Court documents with [used] connection ” power public does not exercise that is constitution- transaction of business.... ally granted entity. to another Const. Okla. ¶ they 16 Protestants do not claim that 1; Freeman, § Art. IV v. 1968 OK given meetings, were not notice of the or ¶¶ 35-43, Thus, 440 P.2d 753-54. notice of the fact that public policy above and ethics issues listed fact, HCA was under In consideration. some beyond purview are our here and must we or all of the Protestants attended the Author- limit our review whether the Act violates ity meeting Closing at Agreement which the other laws or ex- is unconstitutional. We claim, however, approved. was Protestants pressly pass refuse to on the wisdom Open Meeting Open that the Act Rec- Transaction, advisability business or copies ords Act were violated because Here, the lack thereof. we conclude that contract were not made available to them Transaction is not discord with the re- days Meeting until two before the quirements of Act and other Oklahoma authority ap- at which the contract was law. observes, proved. without
¶
contradiction,
into
Protestants
raise two issues
that the contract was not com-
inquire:
pleted
days
which we shall
the meeting,
Did Petitioners
until two
before
at
Act,
Open Meeting
violate the
which
it was
O.S.1991
time
made available
Protes-
violates
argues that
the Transaction
Thus,
homa
demanded
the “record”
tants.
way
§
it was violated
as
10 15 in the same
to them
Art.
was made available
Protestants
Childers,
v.
Foreign
The Authori-
Wars
into existence.
as it came
Veterans
soon
OK,
therefore,
Open
funds be affected” the Transaction. ALA, Justice, WILSON, OP with whom gave Petitioners such a notice on October Justice, 1,2,3 joins for Parts concurring judgment. ¶ 24 provides, Section 3225.B.3 of the Act *8 Although today’s judgment, I concur in I If pro- the Court is satisfied that separately explain steps write to the critical posed agreement is in accordance with the guide my analysis that of this case. University Hospitals Authority Act and laws, (1) scrutiny Court enter a Judicial of the Transaction at declaratory judgment approving by and de- hand is law to a search for confined claring proposed agreement to recognized legal system. be valid infirmities in the Authority, and conclusive as to the range policy the The choices and of consider- Trust, accommodate, parties proposed and all other ations that or would even com- and, agreement; upon petition mand, managerial of the Au- preferences or economic (éither character) thority, permanently shall issue an order long-term of short- or of enjoining persons all may described the no- not enter into the court’s decisional
322 as in exclusively with- Transaction contest condemnable process. These concerns lie applicable legislative or ac- discord with law. in the domain executive tion.1 (6) judgment this will roll for cause
(2) injunctive court relief by grant terms of not allow the to that activities contemplated Today’s by the Act. to the con- that is Transaction are be transferred that is not appear declaration the Transaction tracting private entrepreneur do strictly public applicable with the law into that core of discord to fall inner judicial issues actu- constitutionally power- complete response to the functions the State is tendered, into, inquired un- ally and decided delegate nonpublic entities.2 less to Act, Supreme which confers on the der (3) legal- is no basis for a probative There mandatory jurisdiction of this original Transaction, ly supportable finding that this cause.7 supported an alleged to be no (7) consideration, may today’s Insofar as may than de declaration more minimis3 illusory spawn rights other issues or not now before being contract be condemned court, impediment can disguised gift legal there no should be as a invalidated 10, 15, judicial litigation future their settle- of Art. Sec. Okl. Const.4 to over in violation the court legal pressed conclusion on to ment.8 impermissible this Transaction an do- declare (8) severely Although the of the Act terms amply record nation is refuted viewed the time frame for adduction of evi- restrict entirety. as an dence, op- protestants ample afforded were (4) proof voluntary portunity fully fairly present gift “A as a be defined Transaction’s flaws. The hear- property of his one to another extrinsic transfer compensation ing afforded them the court before the without consideration or ” [Emphasis muster supplied].5 assigned The donor referee meets constitutional therefor gratuitously pass must intend title when measured the minimum standards record, finding the donee.6 On of of Due Process.9 part donative intent on the State (9) correctly The referee allocated to utterly unsupportable. Consider- would be production protestant the burden of away takes the Transaction ation protestant’s persuasion allegation donative character. the Transaction condemned as a should be by proof gift. a vio- facially disguised Neither nor dehors Courts cannot assume is chal- the four corners of the document lation of fundamental law. Those who Goodwin, Okl., individual, Application company, corpora- See 1979 or loaned to tion, OK 106, (1979), association, municipality, political P.2d 597 762 where it stated: or subdivision of nor shall the do not themselves with “Courts concern in, merits, advisability legislative an owner nor make become or stockholder wisdom or stock, tax, meaning by gift, only subscription but with their donation enactments otherwise, association, validity.” any company, ” * * * corporation. Sovereign power delegable State is not private State ex entities or institutions. rel. Childers, 5. Childrens Home and Ass’n v. Welfare Canute, 90, v. Town 1993 OK 858 Schones 243, 613, (1946); Gray 171 197 Okl. P.2d 614 436, J., dissenting), (Opala, citing 446 n. 40 P.2d Barton, (1873). Am.Rep. 55 N.Y. 14 181 Chicago, People v. Ill. 109 N.E.2d 413 (1952); Childers, Foreign Wars v. Veterans of Schouler, (3rd Ed.) Properly Personal (syllabus by 197 Okl. P.2d Brown, (1896); Properly The Law of Personal court) (1946). (3rd Ed.) (1975). 114-115 legal minimis is a 3. De contraction maxim non takes no de minimis curat lex—the law no- Moore, 7. State Okl. trifling Dictionary Law tice of matters. Black's (1933). Ed.1951). (4th *9 Foster, Okl., 215, (1954). 220 8. Greco v. 268 P.2d 15, 10, pertinent Sec. 4. The terms of Art. Okl. Const., are: 57, section, Lathrop, Except by v. OK 645 P.2d as this 9. Underside 1982 "A. 514, given, pledged, be 516 n. 6. credit of State shall not
323 validity govern- appro- of will make annual lenge the constitutional proving priations ment action bear the burden of to the Author- ity (Authority). leasing it should be condemned.10 Pursuant agreement with HCA Health Services (10) the Act nor the Transaction Neither (HCA), agreed pro- HCA has to Oklahoma any infir- fraught can be be declared indigent vide care to Oklahoma- citizens in by mity protestants’ to it ten- ascribed Authority’s promise pay return for the by proof legal argument. dered and their appropriated HCA amounts this for ser- Addressing 10, the Legislature. vice art. KAUGER, Justice, concurring 1 Chief 24 §§ 23 not 25 would alter the outcome rehearing: in the denial of cause —the does violate ¶2 protestants did not ini- Because provisions these constitutional it would —and amendments, tially budget raise the balanced provide certainty fináncing mechanisms 10, 25,1 23, they 24 art. were not in increasingly which are common com- opinion. in addressed the Court -We plex financial arena.3 so, especially probably should have done be- publici juris, 3 In fifty-year provi- care matters it indigent cause of the provision, judicial anticipated duty applica- sion.2 it is Under Court’s take notice Com'n., 3. See, Anzai, 39, 1, 637, Corp. 10. TXOv. 1992 OK In re 85 Hawai'i 936 (1997); Cabinet, 964, Kentucky 642 v. 829 P.2d n. 18. Trans. 968 Wilson 641, (Ky.1994); 884 S.W.2d 644-45 v. Schulz State, 231, 343, 84 N.Y.2d 616 N.Y.S.2d 639 Const, 10, perti- provides art. in The Okla. 23 ; 1140, (1994) N.E.2d 1148 Dieck v. Unified part: nent 458, Antigo, School Dist. 165 Wis.2d 477 613, (1991); "The never state shall create or authorize the Dykes Virgi N.W.2d 618 v. Northern any Comm'n, obligation, debt or Transportation creation of or fund or nia Dist. Va. 242 357 , deficit, state, 1, denied, (1991), 941, pay against the de- 411 S.E.2d 4 cert. U.S. 504 942, 2275, thereof, 2277, 201, 203; partment, agency regard- 112 S.Ct. 119 L.Ed.2d institution Department Ecology State money v. Finance Commi less or the of its form source of from ttee, 246, 1241, 116 Wash.2d -804 P.2d 1246 paid, may except provid- which it is to be be (1991); County, State v. Bd. School Sarasota 24 ed in and 25 this section in Sections 549, (Fla.1990); 561 So.2d 552 State v. Gold Article X of the Constitution of State of schmidt, 573, 988, (1989); 308 Or. 783 P.2d 995 Oklahoma ...” 1, Const, County Lexington Caddell v. School Dist. No. 10, provides perti- The Okla. art. 24 397, (1988); Municipal 296 S.C. S.E.2d 598 373 part: nent Lowder, Bldg. County Auth. v. 711 P.2d Iron power "In to the above limited addition 273, (Utah 1985); Heights, 277 Glennon Inc. v. debts, debtys contract State contract Trust, 872, Central Bank & 658 P.2d 877-78 invasion, repel suppress insurrection or to (Colo. Mazur, 462, 1983); v. 224 Va. Baliles 297 defend the in war ...” State 695, (1982); Const, S.E.2d v. 697-98 Enourato New 10, § perti- art 25 396, Auth., 449, Jersey Bldg. 90 N.J. 448 A.2d 455 part: nent State, (1982); 391, Ruge 201 v. Neb. 267 N.W.2d specified “Except twenty- the debts in sections 748, (1978); Edgerly Honeywell 750-51 v. article, twenty-four Infor three and of this no debts 104, Inc., (Me.1977); Sys., mation 377 A.2d 108 shall be hereafter contracted behalf of Barron, 639, McFarland 83 v. S.D. 164 N.W.2 such unless debt shall authorized d 607, (1969); Hewlett, Berger 609-10 v. 25 Ill.2d object, distinctly law for some work or 128, 673, (1962); v. State N.E.2d Book therein; specified impose and such law shall 120, Bldg. 238 Ind. 149 N.E.2d Comm'n direct, Office 273, provide collection of annu- Jordan, 228, (1958); 82 Ariz. Duff pay, al tax to the interest on such.debt as it Bd., 829, (1957); Armory 311 P.2d due, pay discharge falls and also to (1953). 174 Kan. 256 P.2d See principal twenty-five years debt such within also, Mattox, Bldg. Texas Auth. v. Pub. contracting the time of No from thereof (Tex.1985); City- S.W.2d St. Charles shall, general law shall take effect until it at County Library Bldg. Library Corp., v. St. Charles election, people bee have submitted to the (1981) [Multi-year 627 S.W.2d lease ter majority have received a votes cast of all municipality minable at create a will of did not against it such election...." meaning provi debt within constitutional sions.]; Justices, Opinion 335 So.2d indigent provisions care states: spanning [Contract 379 ty years from one to twen provide agrees "HCA care at costs defined is not a "debt” as defined constitu Agreement Authority’s provision payable return for the tional annual amount is to if received.]; promise appropri- to HCA the amounts be derived current revenues Giessel, Legislature.” ated for State v. 271 Wis. 72 N.W.2d *10 324 only pledge partial statutory of entails provisions.4 The
ble constitutional
an annual basis—
obligates
partial
§
faith
credit —on
12
22016
and
of O.S.1991
command5
legislatively appropriated
funds.
judicial
the com-
take
notice of
this Court to
law,
public
mon
and
statutes.
constitutions
¶5
Constitu-
prohibited
Unless
merely
practice
a rule of
which
This
not
is
tion,
right
has the
and the
Legislature
public
may
interest de-
relaxed when
policy
responsibility to declare
fiscal
mandatory8 duty
judi-
to take
mands.7 The
that a
Even if this Court believes
Oklahoma.
may
public statutes
extend
cial notice of
result,
might
we have no au-
revenue crisis
12
stage
proceeding.9
Pursuant
thority
desirability,
wisdom
to consider
2203,10
judi-
take
§
the command to
O.S.1991
legislation.13 It is
practicability of fiscal
appellate process.
cial
extends
notice
prerogative to
question
Court’s
public
of special
care are
Matters of health
policy.
expressed
wisdom the
Whether
importance
subject to this
review
and
Court’s
unwise,
act is
whether it is based
wise or
my
juris.11
publici
Because
as matters
theory or whether it is the
sound economic
imposed
statutorily
constitutionally
are
achieve the desired result
best means to
10,
23,
§§
to address
require
duties
me
art.
legislative
matters
determination. Mem-
25,
separately
support
24
I write
not,
Court, may
on a
bers of
based
opinion.
majority
perception
how the State should conduct
Const,
23,
legislative
10,
dealings, direct
deci-
§§
art.
24 its business
4 The OMa.
construing
making.14
sion
constitutional
prohibit pledging the full faith and
and 2512
judiciary’s
provisions, it is the
without a
debt-limitation
credit of the state
indebtedness,
duty
against
not crea-
proposal
guard
people.
vote of
to fund
illegal
anticipated
financing.15
tive
It is not
to accom-
agreement through
result,
itself, by
plish a
lawful in
entail a
legislative appropriations does not
desired
innovative, legal
measures.16
pledge
full faith
credit.
58,
Comm'n,
774,
(1955)
periodic
Corporation
[Obligation
1990 OK
807 P.2d
rentals contin
787;
30,
Shaeffer,
v.
Donahey, Ohio St.
325 years County Twenty ago, in Halstead v. tions of the 6 Commissioners who 134, 138, McHendry, OK P.2d 1977 566 would consider its renewal. analyzed leasing agreement '¶ 9 The of the in renewal lease Halstead in of the reve- bond issue which retirement governed by County was the Commissioners depended the raising nue bonds on continu- presented. office at in the time the lease was leasing relationship ance of a over fifteen- The year-by-year lease was renéwed on a year doing, so period. In we looked at the Here, agreement indigent basis. the for care Constitution, 10, § Oklahoma art. 26.17 [Art. subject also an is annual review current political applies 26 subdivisions and legislative body. members of. Legis- the 10, 25, counterpart requiring is the of art. lature will on a year-by-year determine basis that state into before the enter certain appropriation process in the whether indi- “debts”, required.] a vote gent care through should funded the agreement recognized with HCA. This Court Halstead, In legal 7 the Court found no although County in Halstead that the Com-
impediment validity multi-year to the obligation missioners feel a might moral agreement. lease It reached that result lease, legal impedi- continue the there was no acknowledging that constitutional debt-limi- Const, approval ment to of the leasing agreement — n provisions tation similar to the Okla. agreement was constitutional. The fact art. 24 obligate and 25 did not Legislature might, agree- under agree County future Commissioners HCA, ment with obligation feel some moral leasing agreement just agreement as the — agreement to continue the or to ensure .that legislatures here does bind future indigent provided needy care is anticipated appropriations. make Promises agreement state does not render the void— expressed Legislative or an “intent” to con- agreement, the leasing like funding of a raising project tinue the revenue Halstead, agreement in is constitutional. meaning is not a within “debt” of consti- provisions. tutional debt-limitation Likewise, in Leasing, Inc. U.C. Affairs, State ex rel. State Bd. Public Although ap- in voters Halstead 1191, 1195, upheld OK P.2d we proved providing levy a resolution for the leasing arrangement period spanning a a tax to in the of a assist maintenance health sixty agree- months. consecutive The lease department, election no was held under in explicitly provided ment U.C. that if the provisions Constitution art. pay- for allocate funds failed 10, § leasing before ment, n obligation would cease the end completed. bond issue were Retirement of of the term for which there were allocated raising depended revenue bonds on the recognized funds. The Court there was that leasing relationship continuance of the over a binding promise no to continue the lease. period years. upholding of fifteen Instead, contingent its terms were scheme, financing argu- the Court discounted Legislature’s providing funding annual present County ments that actions of the basis. in executing Commissioners lease would here, liability 11 In U.C. and a limited “morally” obligate succeeding County Com- debt has been created. This Court stated arrangement missioners to continue the in Rather, that: years. future the Halstead Court
found leasing person entity the continuance of the “Where a into enters arrangement depended entirely upon proper the ac- valid contract State offi- Const, thereof, art. assent of three-fifths of the voters vot- election, pertinent part: ing purpose at an to be held "(a) provided, Except as herein otherwise no town, cited. district, The current version the Constitution is county, city, township, school Although provision has been amended since political corporation, other or subdivision of state, indebted, McHendry, promulgated this Court Halstead v. be allowed to become 13Í, manner, language quoted OK any purpose, to an exceeding, any year, unchanged amount income and remains from the version effect year revenue when the was without the decision rendered. Thus, satisfy Id. turns obligation. it appropriation has been and a valid eials’ concede, DHS, appear to out as all now therefore, the State has
made consented in its view on what could be wrong was governmental and has waived sued *12 agreed regard lease/purchase to of immunity to the extent its contractual agreement.” obligation such contractual obligations and against in an may be enforced the State leasing equip- There is between no difference sup- [Emphasis at law.” ordinary action appropriations legislative ment requiring plied.] spanning legislative one more than session an providing indigent through care clearly This limited extent fu- agreement anticipated is based on which a obligation pay in to extent that U.C. legislative appropriations. Long-term ture pre- appropriation” had been “valid made — commitments, multi-year leases con- by cisely the situation outlined tracts, upheld. Despite have been DHS’s here. agreement Bank, confusion in Indiana Nat’l this Court Nat’l ex 12 In Indiana Bank State multi-year been said matter had settled — Services, Dept. rel. Human 1993 OK possibility fu- on the commitments based 53, 57, up” the the Court “cleared P.2d legislative appropriations ture did not violate that, acquisi misconception a lease for the provisions. limitation constitutional debt computer equipment tion non-revenue —a analysis budget balanced item, agency a could not producing State purposes change and debt-limitation does not agreement lease/purehase enter a which into by simply obligation an is created because year a the State for future fiscal would bind bonds, multi-year by agree- by leases solely if it conditioned on continued were analysis type ments. turns not on by Legislature. year appropriations fiscal rather, but, an instrument whether en- unconstitutional, that this was DHS believed created obligation beyond forceable is had a agreement to contain year. principle is fiscal This buttressed allowing at clause termination end 582(8) provides which a func- O.S.1991 fallacy of year. explaining each In fiscal obligations tional definition of which not does position belief, the Court reiterated the distinguish layers of between transactions. U.C., stating: it took in support a not false distinc- statute does pertinent to this case “After the matters transactions, separate tion which bond would Leasing, transpired we decided U.C. Inc. multi-year agreements. leases or This other Affairs, Board Public State section states: (Okla.1987), opinion an cleared which agreement “‘Obligation’ means an of a up involving acquisi- area of the law public entity pay principal in- equipment entities. tions of State in the thereon, terest whether form of a consti- Leasing we held that State U.C. lease, repay money, borrowed contract to statutory fiscal limitation year tutional and contract, purchase an installment or other- violated a 60 clauses were not where wise, share, participation and includes (a lessee) agency month lease any agreement.” other interest that if explicitly analysis further strengthened This is appropriate allocate or funds for fails to 3-103(9), 12A codification O.S.1991 pay payment, obligated lessee is not law, promise in which a is basic contract beyond period for which funds have defined: Id. at 1195. been allocated. The converse “ undertaking means a written ‘Promise’ would, course, true, i.e. the pay signed by person money undertak- if agency adequate appro- be bound would acknowledgment an ing pay. An priations Legislature. made were obligation by obligor promise an is obligation is not This is so because obligor unless the also undertakes to binding in all events on the absolute and obligation.” contingent upon but is continued analysis year Legis- supported is further funding on a fiscal basis This has been the in this continuing appropriate a statute which law lature funds jurisdiction approach fully since 189018—when would be difficult to describe Territory operative was which was incor- principles Indian because its apply to —and porated statutory law statehood. The seemingly into unrelated Just ex- contexts. one obligation moral idea that a continue ample is the recent enactment of 70 O.S. period over a serve time Supp.1997 § 5-10619 which allows school obligation as consideration for a contractual superinten- boards to contract with school always. nothing new. It has been with us year dents for three contracts. provides: Title 12 O.S.1991 ¶ 17 For this Court to brush aside dec- existing legal obligation resting upon “An ades of ease law dealing methods of *13 promisor, obligation origi- the as a moral would finance be cavalier at best. At upon nating in some benefit conferred the stage our history, abrupt fiscal the promisor, prejudice by suffered the change in multi-year leasing the status of promisee, good is also consideration for a from agreements20 constitutional to uncon- promise, to an corresponding extent with ring stitutional would death for knell obligation, the extent of the but no further development replace economic it with or otherwise.” in government economic chaos which fi- state legislatures might The fact that future feel nancing come would to a standstill while the obligated” “morally to continue to fund the political branches painfully tried to sort out indigent agreement care does not alter the consequences. promise fact that the is sufficient consider- indigent agreement 18 The care is not support concept ation to the contract. This subject to attack that it is not basis pose problem did not a framers self-liquidating produce and will no revenue. Constitution who were elected to Oklahoma’s The facts simply indistinguishable here are Legislature. first from other causes which this has cases, leasing In the this Court rec- upheld U.C. arrangements. similar In ognized willing that vendors were enter lease issue covered communications multi-year transactions the state not- Bank, switching equipment. In Indiana withstanding the lack of an enforceable computer lease was for equipment. No one promise pay current fiscal beyond contended in U.C. or in Indiana Bank year. financing simply These schemes are any revenue would even tangentially arise facts reality recognized by prom- of economic equipment. from the installation of the lessees, promisees, isors and lessors and Here, indigent agreement care purchasers sellers bonds. The legislatively appropriated financed from legal principles regardless are the same paid University Hospitals funds from the Au- monetary undertaking. amount of the thority (Authority) to Health There is a HCA Services principled legal neither nor a basis (HCA) agree- leasing for Oldahoma under the distinguishing multi-year between “moral leases, spans obligation” multi-year fifty years. ment which has obli- HCA “moral contracts, gation” provide multi-year agreed indigent care in for “moral obli- return gation” promise analysis Authority’s Such an bonds. inconsistent HCA simply fly. appropriations not Prohibiting Legislature. would one would made necessarily jeopardize the other. The full the origination payments When actual scope problems traced, created are this transaction does not differ (Ind.Terr.1890). mutually Okla. Stat. Ch. agreed a term as but not to (3) years beyond year exceed three the fiscal Supp.1997 provides: 5-106 Title O.S. approved by which the contract is the board governing "The board of each school district in accepted superintendent...." hereby designated Oklahoma is and shall here- after be known as the board of education of Legislature specifically prescribed 20.The has Except provided such district. as otherwise may that school districts enter into contracts section, superintendent ap- of schools superintendent spanning three-year pe- with a pointed employed by the board shall be 5-106, Supp.1997 § riod. Title 70 O.S. note see the executive officer of said board and shall 19, supra. perform duties hoard as said directs. The superintendent board contract with cases, procedures not financing are buildings arrangements state are where from enacting body is either because the “debts” money agencies. rented state appropria- legally to make future bound from the same cof- transactions comes
both legislators it is clear that the tions or because just pot There’s one fer —state monies. obligations not intend them be did building is constructed money. The states or their subdivisions. paid from annual the rent is state funds and Here, Legislature. from the appropriations ¶22 This Court’s decision Boswell paid will be care OK -, 181 Okla. is no dif- appropriations. simply There state proposition agree supports the Boswell, ference. we ac ment is constitutional. simple by the knowledged that a declaration instrumentality is an 20 The were not to be that the bonds subject some to suit under the state and or of considered debt the State Authority’s However, circumstances. dispositive political subdivision was not multi-year convert the indi- status does not we the bonds created cause and held constitutionally gent meaning within the unauthorized “debts” if HCA prohibited state. Even debt art. the Oklahoma Constitution *14 agree- Authority under the should sue the However, the facts here are distin only Authority the HCA sue ment. could criti guishable from those Boswell two money Legislature the appropriated the Boswell, 1) an respects. cal In there was: Hospitals Authority to intended unequivocal the retirement pledge taxes to of If indigent care. the doesn’t 2) bonds; promise bound the support agreement, monies to the be- have ap legislative to continue subsequent officers legislative are not appropriations cause in this propriations. situation exists Neither made, nothing for HCA to recover. there is simply legally is cause. There no enforce legally no enforceable contract be- There is promise appropriate able funds or Legislature either the tween this State’s legislatures responsibility imposed on future anticipated Authority or to make the HCA fact, oppo requires Boswell the do so. satisfy appropriations necessary to the debt Legisla site This defined the result. most, At agreement. “mor- created the in fiscal and its limitations ture’s role matters funding. obligation” al arises continue in Boswell: ¶21 McHendry, Halstead v. su- Under it, provi- constitutional “As we conceive the pra, Leasing, v. ex rel. U.C. State State Bd. dealing the the sions ‘debt limit’ of supra; and Affairs, Public Boswell v. purpose fix- adopted were for the of of state State, infra; Indiana Natl Bank v. State ex ing power responsibility legisla- of Services, infra; Dept. and the rel. Human relating tion to the fiscal affairs of jurisdictions21 considering majority of existing legislative assem- state financing comparable effect of mechanisms bly, prevent legislative and to one assem- here, agreement the one mandated bly upon future laying from its mandate within obligations created are not “debts” provisions is that one. effect these meaning statutory assembly guarantee legislative of constitutional and one cannot provisions span legislation relating similar to the Constitu- life of 10, 23, beyond the the fiscal affairs of the state tion art. Under these 3, Mazur, Anzai, supra; supra; supra; En- see note see note 3 v. Baliles v. In re Wilson Ken- 3, 3, Auth., Cabinet, supra; see note Jersey Bldg. see tucky New note v. ourato v. Trans. Schulz 3, 3, Barron, supra; supra; supra; see note v. see note Dieck v. School McFarland Unified 3, 3, Howlett, supra; supra; Dykes note Berger v. note see Book see Antigo, v. North- Dist. v. 3, Comm’n, Comm'n, supra; note Bldg. see see Virginia Transportation Dist. State ern Office 3, Jordan, 3, supra; Armory supra; Department see note Ecology State v. note v. State v. Duff 3, also, 3, Bd., Committee, supra. Bldg. supra; note See see note see Texas Pub. State v. Finance 3, 3, Mattox, supra; City- supra; St. see note County, note Auth. v. Charles Bd. Sarasota School 1, Library Library Corp., v. St. Charles County Bldg. Lexington County No. v. School Dist. Caddell 3, 3, Justices, supra; supra; Municipal note note Bldg. Opinion note see Auth. Iron Giessel, supra; supra; Lowder, supra; note v. see County State note Glennon Trust, supra. note Donahey, see note Heights, Central Bank & Inc. v. provisions period of its biennium. These care. Art. 2329 of Okla- guarantee prohibits homa legislative of the Constitution Constitution one legislative body body power subsequent binding legislative ei- successive acquiesce repeal always entity. against ther to It a debt does create money if the appropriated. existent.” state is not A compel Legislature creditor cannot Legislature One cannot bind another. That anticipated appropriations. make the There why is faith credit precisely the full no debt in the constitutional sense. pledged Oklahoma is not here— state of make Court cannot business decisions for why agreement is not unconstitu- chosen, HCA. It through anticipation has tional. it will legislative continue to receive ¶23 has been that art. It shown appropriations, provide indigent care to inapplicable § 2322 is because no debt or guar- the citizens of Oklahoma. There is no obligation authority is created. The of appropriations, antee is not Legislature indubitably right- extends to all full backed faith and credit of the subjects legislation pursuant ful state. Const, Const, 5, § art. 36.23 The Okla. 21, § art. l24 authorizes the provide support by
establish and to the State public good such other institutions as the
may require may "prescribed by law.” “prescribed legis- The term law” denotes OK 2 promulgated lative enactments-statutes McNEILL, Jr., N.E. his own behalf governing legislative body.25 Just as Representative, and as Class *15 Legislature prescribed review of the Respondent, agreement by Legis-
trust this Court:26 the v. lature, by law has established the TULSA; Municipal Employees OF CITY given Trust.27 It has the Trust the Trustees, Plan Retirement Board power agreements any to enter into Larry Stovall, Employee Manag- Benefit entity operation of facilities leased er, Petitioners. University Hospitals Authority.28 The agreement approved by the Trust and en- No. 87119. tered into between the and HCA Supreme Court of Oklahoma. shall services be 13, Jan. 1998. paid through legislative appropria- annual
tions. compel 24 The does not fu- legislatures money
ture appropriate Const, 10, 23, 1, 22. Strandberg The Okla. art. see note State 25. ex rel. v. Bd. Land supra. Comm'rs, 65, 234, Mont. 307 P.2d (1957); Cook, 391, Howard 59 Idaho Const, 5, provides: Okla. art. (1938); Hughes, Winters v. 3 Utah authority "The shall extend (1861). 24 P. rightful subjects legislation, any to all Constitution, specific grant authority in this Supp.1997 § 26. Title 63 O.S. 3225. whatsoever, subject shall not work a restriction, limitation, or exclusion such au- Supp.1997 thority upon subject Title 63 3224. O.S. the same other subjects whatsoever." Supp.1997 § 28. Title 63 O.S. Const, 21, § provides: 24. The Okla. art. "Educational, reformatory, penal institu- §23, 29. The Okla. Const. art. insane, see note tions and those for the benefit of the OK -, deaf, supra. blind, mute, Boswell and such other institu- also, public good may require, 74 P.2d See Halstead v. tions as the McHen supported by dry, supra. established the State in such note 17 at prescribed by manner as law.”'