Section 10-188(d) of the Prince George’s County Code, in pertinent part, contains an exemption from county transfer taxes. It provides: “Upon any refinancing of property by the original mortgagor or mortgagors, the [transfer] tax shall apply only to the consideration over and above the amount of the original mortgage or deed of trust.” The lone issue presented by the case sub judice is whether the indemnity deed of trust that appellant recorded among the land records for Prince George’s County evidenced a refinancing and therefore qualified for the refinancing exemption.
Springhill Lake Investors Limited Partnership, appellant, challenges the denial of its application for the refund of transfer taxes paid (under protest) to Prince George’s County (the “County”), appellee, upon the recordation of an Amended and Restаted Indemnity Deed of Trust and Security Agreement in the principal amount of $58,000,000 that was part of a total of a $63,000,000 refinancing. That denial was upheld by both the Maryland Tax Court and the Circuit Court for Prince George’s County. We shall begin our discussion by setting forth the transactions at issue and the relevant procedural background.
The Transactions
In January of 1985, appellant borrowed $58,000,000 from the Connecticut General Life Insurance Company (CIGNA). In return, appellant gave CIGNA a promissory note in that same amount, and, in addition to another guaranty instrument, an indemnity deed of trust was executed and delivered to CIGNA by: First Springhill Lake Limited Partnership, Second Springhill Lake Limited Partnership, Third Springhill Lake Limited Partnership, Fourth Springhill Lake Limited Partnership, Fifth Springhill Lake Limited Partnership, Sixth Spring-hill Lake Limited Partnership, Seventh Springhill Lake Limited Partnership, Eighth Springhill Lake Limited Partnership, Ninth Springhill Lake Limited Partnership, Springhill Commercial Limited Partnеrship, and Springfield Facilities, Inc. (collectively, the Indemnitors). Pursuant to this trust deed, the Indemnitors conveyed certain real property to trustees for the benefit of CIGNA, because CIGNA “would not have made [the] Loan without the giving of this Deed of Trust.” This indemnity deed of trust was recorded among the land records for Prince George’s County; for reasons unknown, no transfer taxes were imposed or collected upon the recordation of that document. 1
Borrower [appellant] wishes to refinance the CIGNA Loan with a loan from Lender [AEW] in the original principal amount of $63,000,000.
Lender and Borrower have agreed that Lender will purchase the CIGNA Loan for the sum of $58,000,000, that the
CIGNA Note and CIGNA Deed of Trust will be amended and restated in their entirety, and that Lender will lend an additional $5,000,000 to Borrower, all on the terms and conditions set forth in this Agreement.[ 2 ]
In exchange, as security for this new loan, in addition to another guaranty instrument, the same Indemnitors under the original indemnity deed of trust executed and delivered for the benefit of AEW an Amended and Restated Indemnity Deed of Trust and Security Agreement (the “IDOT”) in the amount of $58,000,000, which was “to amend, totally restate and supersede in its entirety that certain Indemnity Deed of Trust and Security Agreement granted by [the Indemnitors] to [CIG-NA].” Upon the recordation of the IDOT, the County imposed and collected transfer taxes at the rate of one and one-half percent (1-1/2%) or $870,000. We shall further discuss the transaction infra.
Procedural Posture
On July 29, 1993, appellant filed an Application for Refund of Tax Erroneously Paid to Prince George’s County, Maryland. By letter dated January 24, 1994, the County denied appellant’s application. This determination was appealed, in turn, to the Maryland Tax Court. Before the Tax Court, appellant principally made two arguments: 1) the IDOT was part of a refinance of the property and, therefore, qualified for the refinance exemption contained in section 10-188(d) of the Prince George’s County Code; and 2) the County was “merely attempting to obfuscate the nature of the 1993 transaction so that it may now recover the taxes associated with the” first indemnity deed of trust that was filed in 1985 and upon which no transfer taxes were imposed.
The Tax Court affirmed the County’s decision. In its Memorandum of Grounds for Decision, the Tax Court stated, in relevant part:
The 199[3] IDOT was not a refinance.[ 3 ] The language in the IDOT indicates that it was a mere guaranty requiring the grаntors [the Indemnitors] to reimburse the lender [AEW], if, and when, the borrower [appellant], defaults on its loan. The only exchange of funds occurred by the sale of the loan from one mortgagee [CIGNA] to another [AEW]. No new debt was incurred on the part of the [Indemnitors]. The indemnity deed of trust secured a guaranty. No debt exists under the instrument to refinance, therefore the exemption from tax does not apply.
Petitioner [appellant] also asserts a statute of limitation[s] defense claiming that the County was seeking to impose the tax on the 1985 IDOT beyond the 7[-]year statutory period allowed. This argument is without merit in that the imposition ofthe tax was triggered by the recordation of the 1993 IDOT, not the 1985 instrument, and the tax was calculated on the consideration as stated therein.
Thereafter, appellant filed a Petition of Appeal for Judicial Review in the Circuit Court for Prince George’s County. Before the circuit court, appellant pressed only the refinance exemption argument. In its Memorandum, Opinion and Order of Court, the trial court opined:
This member of the Bench agrees with Prince George’s County that no debt existed under the original [1985] or Amended [1993] IDOT at the moment of recordation. An Indemnity Deed of Trust is collateral security in the nature of a guarantee and unless there has been a default, there is no debt which can be “refinanced.” There being no debt to refinance, the exemption for refinance found in § 10-188(d) of the Prince George’s County Code is inapplicable.
Accordingly, the court affirmed the Tax Court’s decision. Therefrom, appellant noted a timely appeal to this Court.
Discussion
We first note that, because the issue in this case is whether an instrument qualifies for exemption from taxation, we arе called upon to decide an issue of law. Despite its name, the Maryland Tax Court is an administrative agency, and, when reviewing the legal determinations of an administrative agency, a court is under no constraints in reversing a determination that is premised solely upon an erroneous conclusion of law.
Montgomery County v. Buckman,
We next note that what is not in question in the case at bar is whether transfer taxes may be collected upon the recordation of an indemnity deed of trust. That question was answered by the Court of Appeals in
Prince George’s County v. Brown,
In
Brown,
a landowner sought a refund of both State recordation and county transfer taxes collected upon the re-cordation of three deeds of trust, one of which was an indemnity deed of trust. The landowner argued that a refund was due because the trust deeds were supplemental instruments—
i.e.,
they supplemented previously recorded instruments. Discussing whether a refund of county transfer taxes was due, Judge Karwacki, writing for the Court, held that “[n]o provision [of the Prince George’s County Code] explicitly or implicitly exempts supplemental instruments of writing from the
transfer tax.”
Id.
at 665,
Thus, Brown contemplates a two-step analysis. The first step is to determine whether transfer tax is even due upon the recordation of the instrument and, clearly, the Brown Court held that transfer taxes are due when an indemnity deed of trust is recorded. What was not before the Court of Appeals in Brown was the second step of the analysis: if county transfer taxes can be collected upon the recordation of the instrument, does a respective instrument nevertheless qualify for an exemption under other provisions of the statute.
In Brown, as to the indemnity deed of trust, because the county code did not contain an exemption for supplemental instruments, the Court ended its discussion after completing the first step; it being clear that transfer taxes are due upon the recordation of an indemnity deed of trust, the case sub judice requires that we consider the second step — i.e., does the IDOT qualify for the refinance exemption.
A deed of trust is a security device. It transfers legal title from a property owner to one or more trustees to be held for the benefit of a beneficiary. In the prоtotypical case involving realty, an owner/borrower approaches a lender seeking funds to purchase or refinance an interest in real property; the lender agrees to make a loan so long as the borrower executes both a note, a promise to repay, and a deed of trust granting legal title to the real property to one or more trustees for the benefit of the lender in case repayment is not made. In other words, the deed of trust secures repayment of the loan. If the loan is not repaid, it is through the deed of trust that the beneficiary has recourse against the property— e.g., by selling the borrower’s property and applying the funds received against the borrower’s indebtedness. 4 An indemnity deed of trust is but one type or class of a deed of trust. It is also a security device. The principal differеnce, however, is that, under an indemnity deed of trust, some third party has agreed to act as the guarantor of the borrower by placing its property in trust for the benefit of the beneficiary, thereby agreeing to bear the loss should the borrower default. Stated otherwise, upon an event of default in the underlying obligation, the entire loss may be shifted to the third party. Once again, if the loan is not repaid, it is through the indemnity deed of trust that the beneficiary has recourse — e.g., by selling the third party’s property and applying the funds received against the borrower’s indebtedness. There is, thus, no net difference in the transactions — money is still lent and property is still given as security — other than that an additional party ultimately bears the risk of loss.
Both scenarios contemplate a financing arrangement whereby a note or other bill obligatory is executed to evidence the indebtedness and a deed of trust is also executed as security for that underlying obligation. When property is refinanced, generally speaking, the borrower obtains funds from a second lender to repay the obligation owed to the first, and security, in the form of a new or substitute deed of trust, is given to the second lender to secure the advancement of those funds. For our purposes, it matters not, whether the grantor of the deed of trust is the borrower himself or whether some third party has agreed to guarantee the debt of another. What you have is the replacement or satisfaction of one debt that is secured by real property with funds obtained from a second lender that is also secured by the same parties and the same real property. 5 That is precisely what happened in the case sub judice.
In 1985, appellant borrowed $58,000,000 from CIGNA. Appellant promised to repay that obligation, as evidencеd by the note, and, as security, the Indemnitors executed for the benefit of CIGNA an indemnity deed of trust. All parties agree that transfer tax was due on this transaction. Some eight years later, in 1993, the indebtedness owed to CIGNA was refinanced with proceeds obtained from AEW. AEW advanced funds
Our decision is buttressed by
Prince George’s County v. McMahon,
In 1974, the purchasers paid off the seller’s deferred purchase trust and placed a new second trust on the property in the amount of $400,000. When this $400,000 loan was coming due, the purchasers
negotiated an agreement with Waldorf Federal Savings & Loan whereby the [purchasers] borrowed $1,318,550.00 evidenced by a promissory note and a wraparound deed of trust. Of the $1,318,550.00 borrowed, $875,773.00 was placed in escrow, $400,000.00 was used to pay off the 1974 trust, and the [purchasers] retained $42,777.00 in cash.
Id.
at 684,
Thereafter, the purchasers also sought a refund of the transfer taxes that had been paid on the $875,773 that had been placed in escrow to satisfy the then current balance on the $932,588 deed of trust that the purchasers had assumed when they purchased the property. The County argued that no refund was due under the refinancing exemption because the funds were placed into escrow rather than being used to satisfy the deed of trust at the time of settlement. We disagreed with the County and held that “the original deed of trust of $875,773.00 was refinanced by the wraparound deed of trust even though it was not thereby extinguished.”
Id.
at 692,
Refinancing
As previously stated, section 10-188(d) of the Prince George’s County Code provides:
Upon any refinancing of property by the original mortgagor or mortgagors, the tax shall apply only to the consideration over and above the amount of the original mortgage or deed of trust.
The Prince George’s County Code does not, so far as we have been informed or able to ascertain, define the term “refinance.” Accordingly, we look elsewhere for a definition.
17 Am.Jur.2d
Consumer & Borrower Protection
§ 109 (1990) (footnote omitted) states that “[a] refinancing occurs when an existing obligation ... is satisfied and replaced by a new obligation undertaken by the same consumer.” Obviously, the transaction at issue in the case
sub judice
is that type of transaction. Maryland Codе (1985, 1994 RephVol., 1996 Supp.), § 12 — 108(g)(2) of the Tax-Property Article, in regard to the State recordation tax exemptions applicable to principal residences, provides that a “deed of trust is not subject to recordation tax to the extent that it secures
In reading case law, we occasionally see terms that flutter throughout the cases without ever being directly defined. The terms refinancing and refinance are apparently two such terms.
In one recent case, G.E. Capital Mortgage Servs. v. Levenson, supra, involving equitable subrogation rights in a foreclosure by a refinancing lender, the Court indirectly defined the term in its discussion of subrogation. The Court discussed the subrogation by referencing G.E. Osborne, Handbook on the Law of Mortgages § 282 (2d ed. 1970). It stated:
[O]ne context [of subrogation] involves the refinancing of a mortgage. Osborne states:
“Where a lender has advanced money for the purpose of discharging a prior encumbrance in reliance upon obtaining security equivalent to the discharged lien, and his money is so used, the ... rule is ... he will be subrogat-ed....”
The term “refinancing” was also used, without direct definition, in
Attorney Grievance Comm’n v. Clements,
As can be seen, the Maryland cases assume, for the most part, that the term is generally understood. Those cases that go further merely indicate that it is the nature of the transaction that is being described, not the nature of the document that secures the transaction.
We have sought a more specific definition in cases from other jurisdictions. In that
CB Commercial Real Estate Group v. Equity Partnerships Corp.,
Both sides offer definitions of refinancing from Black’s Law Dictionary 980 (Abridged 6th Ed. 1991): “to finance again or anew; to pay off existing debts with funds secured from new debt; to extend the maturity date and/or increase the amount of an existing debt; to arrange for a new payment schedule.” See also, Webster’s Ninth New Collegiate Dictionary, 989 (1991) in which the term is defined “to renew or reorganize the financing of; to finance something anew.” “Restructure” is defined “to change the makeup, organization, or pattern of.” Webster’s New Collegiate Dictionary, 980 (1981).
Of the numerous definitions of “refinance” offered, Cold-well Banker maintains that the application of any one of them would serve to prompt a sales commission. Coldwell Banker argues that the definition “to extend the maturity date” constitutes a refinancing. While “refinanсe” may be susceptible to various definitions, it should be interpreted in the context of the subject matter of the contract in which it is employed and given its plain meaning. Seeming contradictions must be harmonized away if reasonably possible, State Mut. Life Assurance Co. v. Dischinger,263 S.W.2d 394 , 401 (Mo.1953), and the court’s interpretation should not reach an absurd or unreasonable result....
The exact meaning of “refinance” must depend largely on the kind and character of the contract, its purpose and circumstances, and the context in which it is used. See Van Deusen v. Ruth,343 Mo. 1096 ,125 S.W.2d 1 , 4 (1938).
The Louisiana Court of Appeals similarly discussed the term “refinance” in
Collector of Revenue v. Mossler Acceptance Co.,
“VI. The terms of a tax statute are not to be extended beyond their fair meaning in an effort to reach transactions whichmight have been taxed by the Legislature but which the Legislature did not in fact tax. Tax laws are to be liberally interpreted in favor of the taxpayer and strictly construed against the taxing authority. Any doubt or ambiguity is to be resolved in favor of the taxpayer.[ 7 ]
Id. at 267. Quoting from the company’s brief, after stating that the court was in accord with it, the court noted:
“As an examination of the text of this section indicates, authority is not given the Collector to establish rules and regulations to interpret the terms of the tax statute or to modify any of the provisions adopted by the legislature. The sole authority given the Collector is to promulgate ‘reasonable rules and regulations for the purpose of the proper administration and enforcement of the provisions of each Chapter in this Subtitle — ’
“Obviously, the so-called ‘Regulation’ sought to be adopted by the Collector in 1957 went far beyond administration and enforcement of the provisions of the chapter and constituted an effort to redefine the statutory language not as the lеgislature adopted it, but as the Collector would like to have it.
Id. at 269 (emphasis added). The court then restated the definition of refinancing given by the company’s expert:
He stated that the term “refinanced” was not too often defined specifically but was defined in several works and “ordinarily refers to the sale of securities for the purposes of paying off other obligations.” He testified positively that in the field of corporation finance he had not seen any instance of the term “refinancing” being used to include the paying off of one short term loan with the proceeds of another short term loan, in the works with which he was familiar, but he did find that paying off a current liability with a long term loan was quite frequent, and that in the latter case it could come under the heading of refinancing.
We next briefly consider two cases from Maine relevant to the meaning of “refinancing.” The first of these is
Bar Harbor Banking & Trust Co. v. Superintendent of Bureau of Consumer Protection,
To avoid that result [avoidance of flipping], we need not strive to “liberally construe” the term “refinancing,” however. We simply may choose the ordinary, dictionary meaning over the Plaintiffs novel, unsupported definition.
Id. at 295. In footnote 3, the Maine court stated: “ ‘Refinance’ is defined as ‘to finance something anew.’ Webster’s New Collegiate Dictionary 971 (1973).” Id. at 295 n. 3.
Moore v. Canal Nat’l Bank,
[a]s the trial justice observed, there is no definition of “refinance” in the Maine Consumer Credit Code or in the Uniform Consumer Credit Code of other jurisdictions that have enacted it. Dictionary definitions are not helpful in this case.
Id. at 685. It described the Bank’s contention:
It contends that the words “refinance” and “refinancing” are used in section 2.504 in a special technical sense to denote a transaction the terms of which are not fully controlled by those of the original loan agreement; in other words, that they denote a transaction requiring some element of new bargaining between the parties.
Id. at 684. As relevant to the case sub judice, the Maine court held:
In the case of refinancing which is negotiated during the life of the original loan and the terms of which are not controlled by the original loan agreement, if the creditor duly observes all the truth-in-lending requirements for disclosure at the time of the new loan, the consumer-debtor who seeks the refinancing is apprised of the new rate of finance charge and may govern his conduct accordingly.
Id.
at 686.
But see Bank v. International Business Mach.,
Resolution
The refinancing in the case sub judice was negotiated during the life of the original loan and even if its pertinent terms were exactly the same, and there is no direct evidence on that point as we shall later indicate, its terms were not controlled by the terms of the CIGNA IDOT. The CIGNA IDOT, as far as we can discern, did not contemplate the subsequent 1993 IDOT at issue here. We now further examine the details of the case at bar, to the extent they are discernable or relevant to the various definitions of “refinancing.”
At oral argument, appellee argued that the transaction was not a refinancing because there was no evidence that the transaction occurred in order for appellant to achieve more favorable terms,
e.g.,
lower interest,
In the absence of the complete documentation as to the 1985 transaction, ie., the notes, we must examine the evidence that was presented to see if the transaction was something other than a refinancing.
The original IDOT was dated January 16, 1985. Normally, commercial loans of this nature, as well as most other extended loans (and we know that the original loan was in existence in 1993 and not in default), run for a standard term, ie., for 5, 10,15, 20, 30 years, etc. If the new transaction was merely an assignment of the original, 10 its maturity dates would presumably be the same. They are not, unless the original note provided for a maturity date of thirty-three years, three months and fourteen days from January 16, 1985, 11 whiсh would, in the area of such financing, be unusual. We explain.
The 1993 agreement, which is contained in the record, by its terms, indicates that the 1993 loan for $58,000,000 reflects that its maturity date (unless sooner accelerated) is twenty-five years from the first day of the first full month of the term. It states that the term commences on the date of the note, April 30, 1993. Thus, the twenty-five-year period is over twenty-five years from May 1, 1993, not from the date of the 1985 IDOT. (Its periodic payments are, however, based on a twenty-year amortization.) Interestingly, the second 1993 note, evidencing an obligation of $5,000,000, had a different date of maturity, ten years, but its periodic payments were amortized on a twenty-year basis, thus creating a de facto balloon payment at the end of ten years.
We readily acknowledge that it is certainly possible for an obligation to mature on some basis other than a standard term of years. We do not, however, perceive it to be the normal practice. Accordingly, the apparently different terms of the new obligation do not support appellee’s position of a mere assignment of an obligation.
We look further to certain of the other information surrounding the transaction. The Loan Agreement of April 30, 1993, between appellant and the new lender, AEW, provided in various parts:
Borrower is indebted to ... CIGNA ... in the original principal amount of $58,000,000, as evidenced by a promissory note ... and an indemnity deed of trust and security agreement (the “CIGNA Deed of Trust”)----
Borrower wishes to refinance the CIGNA Loan with a loan from Lender in the original principal amount of $63,-000,000.
Lender and Borrower have agreed that Lender will purchase the CIGNA Loan for ... $58,000,000, that the CIG-NA Note and CIGNA Deed of Trust will be amended and restated in their entirety, and that Lender mil lend an additional $5,000,000 to Borrower----
...Lender hereby agrees to lend to Borrower and Borrower hereby agrees to borrow from Lendеr, two loans ... in the ... principal amounts of ... $58,000,000.00 (the “First Loan”) and ... $5,000,000.00 (the “Second Loan”) ... Borrower agrees to pay principal, interest ... as set forth in ... the “Notes”. [Emphasis added.]
The 1993 IDOT provided that its intent was to “totally restate and supersede in its entirety” the original IDOT. Nevertheless, the 1993 IDOT is not in the same form and does not trace the original IDOT, paragraph by paragraph, section by section. As far as form is concerned, it is somewhat different, although many provisions are similar to provisions of the original IDOT. In other words, it was more than a date change and a name change. The 1993 IDOT provided that appellant execute and deliver the Amended and Restated Promissory Note and noted a maturity date as to the new and amended note of ten years after the date of the deed of trust, unless the actual note stated an earlier time. 12
We look also to the instructive provisions of the closing statement surrounding the funding sources and funding disbursements as to the total $63,000,000 transaction. Initially, we note that a loan of only $58,000,000 was insufficient to pay off the sum then due CIGNA. It was necessary for additional funding to be provided, ie., the additional $5,000,000. The closing statement clearly shows a disbursement of $60,116,-422.75 to CIGNA. In our view, the closing documents suggest of no transaction other than a refinancing transaction.
At another point, in either the briefs or at oral argument, it was suggested that the fact that the original document had not been released was evidence that this was not a refinancing. We have earlier indicated that it is not necessary for the original document in the land records to be released. We would suppose that when sums of this magnitude are involved, it would, in fact, be a better practice to keep the original IDOT in place and record the subsequent IDOT with provisions in it noting it is a modification (ie., refinancing) of the original arrangement. In this fashion, the underlying debt does not lose its priority by virtue of being released of record, but remains recorded with the refinancing explained in the subsequent IDOT. This practice would avoid relying upon equitable subrogation to maintain lien priority. See G.E. Capital, supra.
In our view, the transaction here involved, evidenced by the 1993 IDOT, meets every definition of the term “refinance” of which we are aware, except that definition or position of the Director of Finance for Prince George’s County. He stands alone in his position on refinancing, and the Tax Court and the circuit court erred in adopting it.
When the legislative entity uses the term “refinancing” without further definition, it is inappropriate for the entity enforcing the provisions to adopt anything other than the normal customary meaning of the term. In short, we hold that, generally, when a new sum of money is used to pay off a prior obligation during the term or at the conclusion of the term of the old obligation, a refinancing has occurred. The debt has been refinanced. Regardless of the document, in this case the 1993 IDOT, used to secure such a debt, the transaction evidenced by that document is a refinancing and, so long as Prince George’s County grants an exemption from transfer taxes for refinancing, the exemption applies to all recorded documents evidencing the transaction, including indemnity deeds of trust. The trial court and the Tax Court were legally wrong. We reverse and direct the Director of Finance to make the refund.
For further clarification, we shall address another of the County’s arguments. The County wants to collect transfer taxes on the full amount of the consideration to be paid under the IDOT, $58,000,000, whiсh is, as discussed
supra,
a contingent liability. The County argues, however, that because the contingency has not occurred no obligation has arisen that can be refinanced. In other words, according to the County, although a contingent liability can be ascertained,
JUDGMENT REVERSED; COSTS TO BE PAID BY APPELLEE.
APPENDIX
[[Image here]]
Chart A
[[Image here]]
Chart B
Notes
. Both parties have stipulated that “[a]t the time the Original Deed of Trust was recorded, the Director of Finance had the authority to collect a transfer tax on the principal amount secured by the Original Deed of Trust.”
. As mentioned, in addition to the $58,000,000 necessary to "purchase” the note from CIGNA, AEW also lent appellant (the identical borrower for the original transaction) an additional $5,000,000. Part of this sum was needed to pay off a sum then due on the original deed of trust above its original principal sum of $58,000,000. For the benefit of AEW, the identical Indemnitors executed a Second Indemnity Deed of Trust in the amount of $5,000,000 to secure this additional amount. This document was also recorded among the land records for Prince George's County. At that time, the County collected transfer taxes thereon; appellant does not challenge the collection of those taxes.
. We note that the language of the 1993 IDOT, although not taken verbatim from the 1985 IDOT, was in most relevant respects identical to the 1985 IDOT, which all parties agree was a financing document for which the transfer tax was due, although never collected.
. The prototypical case of an assignment of such indebtedness that would not generally be a refinancing would be where, without any participation by the borrower and without any prior knowledge on his part, one financial entity buys his debt paper from another for the sole interests of the two creditor entities and the debtor is notified, after the fact, to send his payments to the new entity.
. It is certainly possible that different indemnitors and different indemnity property can be involved in a refinancing. Here, they were the same.
. He apparently obtained $900 elsewhere.
. In construing provisions of the state amusement tax, the Court of Appeals in
Comptroller of Treasury
v.
Mandel, Lee, Goldstein, Burch ReElection Comm.,
Principles relative to statutory construction were summed up for the Court by Chief Judge Murphy in
State v. Fabritz,
"The cardinal rulе in the construction of statutes is to effectuate the real and actual intention of the Legislature.... Of course, a statute should be construed according to the ordinary and natural import of its language, since it is the language of the statute which constitutes the primary source for determining the legislative intent....
Judge Mitchell said for our predecessors in
Magruder
v.
Hospelhorn,
"[A]s stated in
Gould v. Gould,
To like effect
see Scoville Serv., Inc. v. Comptroller,
... Given the ordinary meaning of the word performance, the construction placed on the word by other courts, and the principle as enunciated by the Supreme Court аnd repeated by this Court on a number of occasions that "[i]n case of doubt [relative to the interpretation of statutes levying taxes] they are construed most strongly against the government, and in favor of the citizen,” we need go no further than to hold as a matter of law that playing a little bit of organ music behind a curtain under the circumstances of this case does not constitute a performance. Thus, no tax was due.
Id.
at 578-85,
To be sure, as expressed by Judge Eyler for this Court in
Rossville Vending Mach. Corp. v. Comptroller of Treasury,
. A refinancing can, in any event, occur that creates unfavorable repayment provisions. Lenders are sometimes in a position to force borrowers into refinancings that are unfavorable to the borrowers.
. The transaction was for an amount $5,000,000 in excess of the original $58,000,000. It was intentionally split up into two IDOTs in order for appellant to pay the transfer tax on the excess — as the statute required.
. Even if an assignment, it could, depending on the underlying transaction, still qualify as a refinancing.
. We have not taken into consideration leap year.
. We have been unable to find either of the notes in the extract.
. We have noted with interest the lack of reasons presented for the County’s failure to collect the transfer tax on the original, 1985, indemnity deed of trust transaction and its inability to collect the tax due on that transfer by reason of the expiration of the statute of limitations. If the County had prevailed in the case at bar, it, in effect, would be collecting that tax that it cannot collect when faced with a limitations defense.