*1 STONE, GEORGE E. PLAINTIFF-APPELLANT AND CROSS-RE- SPONDENT, BRIDGE, v. TOWNSHIP OF OLD A MUNICIPAL JERSEY, THE CORPORATION OF STATE OF NEW DEFEND- ANT-RESPONDENT, AND OLD BRIDGE MUNICIPAL UTILI- AUTHORITY, TIES OLD BRIDGE MUNICIPAL UTILITIES AU- MCLANE, THORITY IN AND DISSOLUTION EDWARD DE- FENDANTS-RESPONDENTS AND CROSS-APPELLANTS. Arguеd February 1988 Decided June 1988.
Ill *2 appellant and cross-re- Cleary argued the cause for James J. (James Cleary Cleary, James J. attorney; J. spondent Madden, brief). James E. III, argued respondents Wersinger, the cause for
Peter S. Wersinger, attorneys). cross-appellants (Heffernan & Convery, Attorney, argued Jerome J. the cause for respondent. opinion of the Court was delivered
HANDLER, J. case,
In this the narrow controversy involves con tinuing enforceability of a fixed-term employment contract cov ering position Director of municipal Executive utilities authority. The Court is asked to determine whether such an еmployment contract, into authority, entered local utilities following remains valid and enforceable the dissolution of that authority and another local utilities and the establish municipal ment a new perform utilities created to the combined functions of the dissolved In authorities. these *3 circumstances, we conclude statutory provisions that under the contracting dissolved, authority which the was the successor authority required was not to the employment assume contract predecessor of the authority and decision to terminate such an was an contract abuse of discretion. Accordingly, we reverse the of the Divi sion, which allows a result inconsistent with our determination.
I. George Stone, brings appeal, who had been the Executive Bridge (“Wa- Director of the Old Municipal Authority Utilities ter Authority”). September 9, 1982, On Stone’s contract was for five-year renewed term. This contract specifically provided that Stone could be removed from office only misconduct, duties, for carry failure to out his or disability. Furthermore, it stated that if he were terminated for one of reasons, these three he compensation would be entitled to for any accumulated vacation time and sick lеave. 1, 1985,
On (“Town- November Bridge of Old ship”) pursuant enacted Ordinance Municipal 40-85 to the County Law, Utilities Authorities (the N.J.S.A. 40:14B-1 to -69 Law, Law”), Authorities Fiscal Control and the Local “Utilities (the Law”). This -27 “Fiscal ordinance to N.J.S.A. 40A:5A-1 Bridge Authority as as the Old Sewer- the Water well dissolved (“Sewer Authority”). Authority The dissolved authorities age sewerage separately provided water and respectively had Township. specific The statu- the residents services for tory invoked to effect the dissolution these munici- provision 40A:5A-20, part was N.J.S.A. which is pal authorities provides “[n]otwithstanding provi- This Fiscal Law.1 contrary, body governing law to the of a sions of other have the which has established an shall local unit municipal- ordinance in the case of power and authorized authority____” It also mandates the ity to dissolve ... appropriate procedure for such a dissolution. Township’s agency a new
The ordinance also created Authorities perform the combined functions of the dissolved The creation provide sewerage both water and services. and to entity, governmental which used the same “Old of this new (“OBMUA”) designation Authority” Bridge Municipal Utilities pursuant Authority, Water was undertaken as the former Law, N.J.S.A. 40:14B-4. This four of the Utilities section utility empowers authorities municipalities create N.J.S. sewerage. See including provision of services water and authorities). 40:14B-19, A. (purpose powers -20 approved by the also establishment of the new of Local Government of the Division Local Finance Board Affairs, Services, Community required by Department of *4 40:14B-4; see N.J.S.A. four of the Fiscal Law. N.J.S.A. section (providing Local Finance 40A:5A-5 standard for action Board). relying chose not to Law, the Fiscal thus 1 In on this section of Law, N.J.S.A. 40:14B-13. in the Utilities
use the dissolution provision provided such as the the Utilities Law Law, imposes Unlike the Fiscal requirements, outstanding obligations, could not that the Township absence of debts any satisfy. readily McLane, appointed
The OBMUA Edward who had been Exec- Authority, utive Director of former Sewer as its Executive Shortly Director. thereafter em- OBMUA terminated Stone’s ployment, granting pay benefits, without severance or other guarantees was, notwithstanding the of his contract. Stone however, position offered a lesser a substantially for lower salary. brought against OBMUA, McLane, then suit
Stone the for- Authority, Township, mer Water contending employment termination his as Executive Director un- was statutorily lawful and that OBMUA required to continue employment. sought He damages fоr the breach of his Authority. initially contract with the Water After entering an order to temporarily restraining show cause and removing payroll, from OBMUA Stone from its February Skillman, Judge Division, then of Chancery granted complaint defendants’ motion to dismiss Stone’s failure state a claim granted. on which relief could In so doing statutory court ruled that the scheme under which the Water Authority had been dissolved and OBMUA created did mandate the continuation In- contract. stead, guaranteed the court found this scheme pay- obligees,” ment of “creditors and which did not include employees with fixed term such contracts as Stone’s. The court also implementing understood that the ordinance essen- tially requirements reflected the re- statutory relevant quirements.
Following
decision,
this
OBMUA immediately terminated
payroll.
Stone from its
appealed.
He then
reported
In a
opinion
Division
judg
reversed the trial court
(1987).
ment.
115 II. dissenting Appellate majority and Division the
Both enforceability that the of Stone’s opinions the view reflect statutory is by not law but contract is mandated employment principles. Applying governed common-law instead matter majority opinion that the contract principles, the these it could be shown on binding on OBMUA unless be would for employment was eliminated reasons the remand that the N.J.Super. at 369. dissent took economy. 215 employment contract with the former position that Stone’s binding exception on and that no Authority was OBMUA Water N.J.Super. at economy 215 374. Clear for reasons of existed. statutory opinions is that law ly implicated in the view both enforceability contract. the of the govern not or mandate does separates majority and However, issue that the the narrow dissent, principles apply, namely, in what common-law manner a fuller consideration of the validi addressed without cannot be terminating employment contract ty in the actions of OBMUA’s authority.2 analysis must statutory This light of relevant course, is, majority separating possible from the to define the issue 2 It employment can be not a fixed contract below as whether or term dissent only damages liability if the for a successor terminated without economy comparative fitness. Our is for termination done reasons dissenting colleagues issue conclude that is the would so describe the is, 1(a)(2). cognizable 124. It only Post at appeal issue on under Rule 2:2— however, separates majority quite describe the issue that reasonable to may dissenting opinions be such an contract below as whether liability discretion of the successor authori in the sole terminated without dissent, not) ty (which according in the limited discretion to the it could ruled, could). judgment (which, majority It it 1(a)(2), Division, appeal is taken under Rule from which this 2:2— light appeal. guides proper the issue on In which us to a formulation of remand, properly to order can be understood conditions of the liability, contract can be terminated without satisfying particular agency, but sole discretion of thе successor opts N.J.Super. narrow at 370. While the dissent conditions. fairly appeal, poses the issue whether the issue on the case rendition of majority lawfully below conditions —the be terminated without contract can Indeed, cannot, concluding it it can observed the dissent that can. *6 proceed statutory governing within the framework the Town- ship’s of the former contempora- dissolution Authorities and its of as neous creation OBMUA their successor. expressed the validity
The dissent view that the and enforce- ability employment by contract is not determined the provisions governed solely in but by general statute the requires rule that municipal corpora- common-law a successor liabilities, including tion to assume contract employment con- predecessor. of expressing view, tracts its Id. at 374. In acknowledged appointments the dissent that civil service could economy. be terminated for of It reasons Ibid. found that this exception inapplicable was to the contractual con- text, however, notwithstanding the separate fact that the di- rectorships sewerage of the former and water authorities had single position been consolidated into a in the successоr authori- ty. Id. at 372-74. noted,
As the took majority a but somewhat different wholly approach. inconsistent question It reasoned the that of exception economy whether the of applied for reasons in this record, case required could not be it resolved the further findings factual about the rationale behind Stone’s termination. Appellate majority Division thus determined that Stone’s binding contract was on OBMUA unless reasons of economy could adduced for its termination. It therefore i.e., respective rulings, governed the of reasons each these that the result is law, court, underlying judgment common and the reasons the of trial the i.e., governed statute, appeal; the result is are not the crux of the it is judgment Jacobson, appeal. the that is the the focus of See v. 100 N.J. Heffner 550, (1985); Siciliano, (1956); 553 v. State 21 N.J. 260 v. Chimes Oritani Hotel, Inc., Nevertheless, N.J.Super. (App.Div.1984). implic Motor 443 reasoning majority it in rejection of both the dissent is a of a law, proposition liability governed by particular i.e. contractual is not a dissent, providing appeal right involving statute. The rule for an as of a R. 2:2-1(a)(2), implicit legal was not intended to bar our examination into such an issue proposition or foreclose determination of thе correct of law with Moreover, respect parties appeal argued to it. all the in before us relevancy of the statute. (1) to determine: whether that the case be remanded ordered positions water sewer- the creation OBMUA the after single consolidated into a age directors were indeed executive i.e., separate jobs agency new did not continue with post, deputy new such as or functions under titles assistant the same (2) sewerage; if charge Director water created, position whether had been single consolidated Id. at greater equal or claim to it. by someone with an filled 370. Divi disagree
We which, effect, validity sion, ruled of OMBUA’s *7 only governed is to contract decision terminate an of by principles that include considerations econo common-law enforceability opinion In our the my comparative fitness. municipal on the successor local of an contract governed by the Fiscal authority in case is a matter utilities law, assumption is Law, the of such contracts and under that governmental discre not mandated but is remitted to the sound course, Authority, subject, the of that tion the of to exercise governmental pur legitimate good faith and for discretion poses. Stone, the continua-
According Law mandates to the Fiscal employment rights as a condition of the his tion of contractual He bases this authority he directed. of the former dissolution 40A:5A-20, provision the N.J.S.A. language on the claim This by municipalities. governing the dissolution of authorities only if “ade- approved can be states that dissolutions section payment of quate for the all ... provision ... made] [is mandate, statutory the ordinance obligees Reflecting this ...” former authorities and dissolved the that created OBMUA obligations all of ... would “assume ... declared that OBMUA authority.” Bridge existing Old prior utilities 40-85, view, language In 4. Ordinance No. Stone’s § guaranteed employment contract his statute and ordinance view, feels, supported the statement rights. he This County Municipal released Senate Government Com- adoption mittee connection with the of the Fiscal Law. This specified permitted that authorities would be to dissolve long “as as the dissolution is consistent with outstanding bond obligations.” covenants and other contractual The Fiscal contains no “obligation” Law definition either Nevertheless, “obligee.” meaning the intended of these through terms can be found examination of how the term “obligation” is used elsewhere in the statute. Because the complex subject matter, statute deals sensitive namely, government, imperative local isit that the entire stat- comprehensively ute read meanings and that of its provisions and several terms reflect consistency. an internal Hence, key repeated because words or throughout terms are enactment, it must be assumed meaning that uniform intended, meaning and the same imputed throughout should be statute, contrary. unless there is a clear indication See, Pantasote, Inc., e.g., (1984). Perez v. 95 N.J. “obligation” appears places
The word in a number of in the Law, “bond,” juxtaposed Fiscal with words such “indebted ness,” relating and similar terms authority’s an debts. For example, 40A:5A-3(a)(4)speaks having N.J.S.A. an power provide payment and secure its “bonds *8 obligations.” or Similarly, other N.J.S.A. 40A:5A-9 refers to having authorities as the power to “incur indebtedness and obligations any purpose issue for may authority which an obligations ...,” 40A:5A-11(d) issue while N.J.S.A. refers to whether satisfy sufficient revenues will be earned to all obli gations to the authority's holders of an bonds. addition,
In 40A:5A-13, discussing temporary N.J.S.A. in funding, speaks respect obligations with or “bonds other Similarly, ...” N.J.S.A. 40A:5A-24 states that in of the any authority, anticipation issuance of borrow bonds, may money obligations agreement issue if the temporary so A security provides. tempo- obligation designated “project shall rary be “bond note" or note” anticipation in of the of a recital that it is issued issuance and shall contain anticipation bonds. provision the also in Fiscal Law’s dissolution Language meaning. example, suggests particularized For N.J.S.A. a obligees be done “in payment that of is to 40A:5A-20 states security agreement ...” As the or otherwise accordance with noted, security it is that “a Chancery correctly Division obvious action which one would associate a bond agreement is an notes, anticipation simply of and not or issuance bond issue the Similarly, as honoring an contract.” [of] [the] out, obligations pointed again section uses Judge Skillman the being a it of form of debt when states in the sense outstanding obligations at the time of the an has event that [i]n taking local the ordinance or resolution to dissolve the authority, effect of obligations dissolving or are authorized to issue unit units obligations of shall have period furtherance dissolution, exceeding shall from the date of issuance. bonds usefulness not years be authorized a bond ordinance ... [N.J.S.A. 40A:5A-20.] obligations clearly indicate under prоvisions
These related being essentially perceived debt instru- Fiscal Law are as is fair to read the light provisions, In of all these ments. referring authority’s to an indebtedness. “obligation” term Bonds, notes, anticipation are all forms *9 “strengthen
evident that the intent of the Law was to Fiscal counties, standing municipalities, independent credit authorities,” financing County Municipal Senate Govern- (1983), Assembly ment Bill Committee Statement No. 144 providing concerning thus increased assurances the financial authorities, integrity thereby increasing of local the overall obligations attractiveness of their within the financial communi- ty.3 purpоse provide municipali- It is consistent this with agencies, ties to stand the debts of their dissolved since that acceptance any newly-created would be essential to the eyes community. Honoring of the financial governmental assuredly public debts is conducive to confidence and credit. not, reasoning however, apply preser
Similar does to the employee rights. compatible vation of contract It is not with the basic aim of the Fiscal Law make new authorities assume predecessors all of the contracts of their dissolved regard without employees. to their own need to retain such It requiring payment seems obvious that of two salaries when position promote there is a need for one would neither efficiency economy. nor surprising nothing Thus it is not legislation, in the dissolving nor in the ordinance the former OBMUA, creating authorities and any indicates intent to re quire newly managerial created to assume the contracts prior entity. entered into Nor is there reason to read such an intent into these enactments. Judge As Skillman noted: 3 Reflecting agency, the Fiscal Law created a state the Local purpose, delegated Finance Board, which has been substantial to the power respect management, establishment, and dissolution of local authorities. operation,
This Board has to dissolve local authorities if it is in the power public mismanagement. interest to do so due to their financial difficulties or N.J.S.A. governing addition, 40A:5A-21. In dissolutions order of local accomplished by bodies must secure the Board’s in order to be effective. N.J.S.A. approval 40A:5A-20.
121 legislation of and of ordinance which has an essential been [w]here purpose legislation providing to that is to of improve efficiency pursuant adopted promoting intent it with that of servicеs, would public compatible to the new to assume all the and efficiency require employ- economy regardless of of exists for contracts the old whether need ment authority, a of of former the now dissolved authority. particular employee employment arrangement or public employment contract undertaken A governmental entity is not similar to the contractual debts conducting government of in the course business. incurred engenders materially different considera- Public contracting. “Historically, surrounding public tions from those traditionally, continuing currency, a matter of the sub- and аs contracting have jects municipal employment municipal and of headings of separate to be and distinct been and continue Auth., Sewerage municipal law.” Fennimore v. Clementon 466, is N.J.Super. (App.Div.1970). 470 Such the case with 173 today. are In the context of case we the statute dealt with government statutory authority of local concerned with the managerial discharge personnel in employ entities to quite responsibilities. This is a concern governmental their Leg- incurring If the from contractual indebtedness. different had that successor authorities had desired to mandate islature to be thаt their independent no discretion and assumption public employment contracts conditioned their entities, so have managerial would positions dissolved It is greater clarity specificity. expressed itself with governmental implausible it would have circumscribed respect responsibility discretion assumption through oblique vague reference to an unmistakably within the context of a clause obligations duty pay off debts. preservation of the refers to dissolve clearly power is It within entities replace with new existing agencies in order to them has said that It been are more efficient and еconomical. corpo- municipal or employs officers creates the State “[w]hen agencies government, it must have the mere rations as to be agency it comes power whenever to discontinue 122 longer important.” Cooley, Constitutional
regarded as no T. 1874), quoted Fidelity (3d Limitations 276 Union Trust ed. Auth., (1981). Jersey Highway v. New N.J. 85 Co. 298 Moreover, person appointed that a for a fact definite “[t]he preclude municipality abolishing from term does not the office Franco, position.” McCartney N.J.Super. v. Nothing in (App.Div.1965). either the Utilities Law or the *11 guaranteeing arrange- employment Fiscal Law calls for the of discussed, prior ments made with entities.4 As to do so would goals in fact be inconsistent with the of the Fiscal Law. Nor is with, Law, required by, the it or consistent Utilities which the Township creating in followed OBMUA. That law concerns water, provision itself with the and distribution of the collec- tion, waste, disposal recycling generation of solid and the N.J.S.A. hydroelectric power. provides of 40:14B-2. Thus it powers solely for authorities with wide but does so in the of these concerns. See N.J.S.A. 40:14B-20 promotion (powers authorities). municipal of
III. long statutory As as an undertakes to exercise its powers promote legitimate objеctives, good to its and does so in proper governmental purposes, may lawfully faith for it termi- employment nate a fixed term contract incidental to its estab- entity perform governmental lishment as a successor created to predecessor authority. functions in addition to those of a position by George purely held Stone was a creature of Authority. only long the former As such it existed Water as Authority any way suggest itself. does not in Stone 4 While, above, supra, as noted at 112-13 n. did not look to the dissolving Authority Utilities Law in its former Water due to stricter statute, requirements may requirements of that it be notеd that these do not guaranteeing include the contracts of the to be Law, creating Thus dissolved. the Utilities which was used in the Water Authority, any way appellant does not in dissolution of assist authority. Authority corollary of the Water termi- the dissolution to faith or nation his contract was bad ends, sense, arbitrary capri- improper and in that achieve dissolved, entity legally Therefore, once was. cious. subject municipality's to termination. The position Stone’s was obligation to Stone could have as a matter contractual survived if statute under which the Water mandated law statutory such mandate Authority was dissolved. While agencies dissolved, there respect with debts obtains applicable employ- fixed-term equivalent requirement no mandate, Absent such a OBMUAhad a broad ment contracts. such contract governmental to assume and continue discretion faith, alternatives, or, exercising good pursue other which did in this case.5 Appel-
Accordingly, disagree expressed views we Judge expressed by Substantially the reasons late Division. presented opinion, in this we reverse Skillman as judgment of the Division and reinstate the Chancery Division. No costs.
CLIFFORD, dissenting. J., *12 It being nitpicker. is no in the Court’s resident There fun it, at the risk somebody has to do even pretty, isn’t but something or sobriquet “hypertechnical” attracting the equally charming. here: picking. Look what we have nit is at
But this worth contemplated by the only not reaches a result not Court might trouble Stone's have that the mentions that counsel 5 Wenote dissent not, Post, 124. to his client. at We are explaining of our decision the result however, addressing arguments. we introducing Instead novel issues new and, by complaint was presented indeed Stone in his address the issue that was action, expressly the trial court Stone’s cause of which basis of asserted issue, moreover, the basis The constituted in its determination. same resolved addition, analysis statutory appeal Appellate In of Stone's Division. being argued by presented as well in their briefs to Court both sides us. before by not our Rules appeal, it achieves a result even allowed the issue the Court decides is not before us. because not, opinion second sentence of the Court’s The issue is as the contract, declares, entered “whether [a fixed-term] by authority, remains valid and enforceable into a local utilities authority following of that and another local the dissolution municipal authority of a new utilities establishment perform thе combined functions of utilities created to sure, at 112. To be that is the dissolved authorities.” Ante plaintiff’s complaint, and that is question presented by what well, appeal As that is what the the trial was about. is issue Appellate Division involved. But that not the narrow our review is restricted the dissent below. to which permitted under the appeal The to this Court is 1(a)(2), part provides which Rule 2:2— judgments right: from final as of be taken to the Court [a]ppeals may Supreme * * * (2) regard which, and to those issues as to there is a in cases where, * * added.) (Emphasis *. dissent Division cross-appeal plaintiff’s appeal and defendants’ аre thus single by the they must focus on the issue raised limited: dissent, municipal corporation namely, to a does the successor contract of avoid that has terminated a fixed-term showing liability the contract that the termination was concluded, If, justified? majority economically as the below judgment “yes,” should affirm the answer is then the Court legal thrashing in the underbrush of issues without around hand, If, other the dissenter posed by the dissent below. on the right, modify the to alter below has it we should terms of the remand. scholarly question for me not whether the Court’s
So the
no;
is rather whether the
gets
“right” place
to the
exercise
journey
place.
in the first
have
on its
Court should
embarked
so,
party
neither
my
In
it should not have done
because
view
to,
to,
lawyers expects us
none of the
asked us
none of the
*13
(how
appeal
prepared
result on this
does
parties is
for this
out of
lawyer explain to him that he is out of court and
Stone’s
125
job
game
of the
that
a
when under the rules
worst
should
got
happened
have
to him
that he
sent back to the trial
claim?),
nobody
sustaining
court
another
at
his
and
for
shot
proper
enjoys passing acquaintance
procedure
will
who
a
winking
our own
be able to reconcile our
at
Rule in this casе
insisting
appeal.
then
adherence
some other
strict
simply
not
a
procedure
Our
of
are
minuet scored for
Rules
pain
losing the
lawyers
prance through on
dance
to
contest
purpose,
they trip.
Rules have a
one of which is
should
Those
increasing
processing
in the
and com
to assist
number
Court,
cases, including appeals in this
that we have
plexity of
experienced
couple
Cherry
of decades.
over
last
See
Hill
Corp.,
N.J.Super.
Dodge,
Chrysler
v.
Credit
Inc.
Co.,
(App.Div.1984)(citing
v.
Inc.
Kushner Winterthur Swiss
(3rd Cir.1980)). So it
that we amended
industrious and astute do, beyond namely, go do that I refuse to resources to which our free-float- to accommodate own the issue us in order before up fortitude is ing justice. I can muster whatever views approach, for it required resist allure of to the Circean lived with lawyers who have me that inconceivable do, they it than actually a lot more about we this case know way they appeal to did may structured the this Court have We should proper are no concern us. for reasons that us, to have it not as we would wish appeal take comes In I note that the defendants presented. that connection cross-appeal notice of notice of us filed not but before *14 126 certification,
petition peti- for thereafter to file but failed tion, I they dismissеd. assume that wherefore was will know doing case, they I are with their but will not assume what they they should hands down on an issue that did win not pursue. choose suggest, does,
Nor is it answer to as the Court ante at 2, proper appeal 115-17 n. that a formulation of the issue on guided by judgment there is a dissent below is when Appellate of the Division. It is not. Our review circum- by judgment by scribed not below but the issue that divides Besides, Appellate judgment Division. if it is the controls, considering only then we should be the alternatives of majority’s judgment, Division which is to reverse summary for defendants and remand for further issue, justification” consideration of the “economic Stоne v. 361, (1987), Bridge, N.J.Super. 215 Old 372 proposed judgment, permitted the dissenter’s which would have plaintiff pursue by any his “valid claim” unencumbered justification non-assumption defense of economic for of his contract. Id. at 373. answer,
Finally, again suggests, it is no as the at Court ante 2, parties properly 115-17 n. that the an issue not have briefed they before us. That have followed the Rules does not disrespect mean that this Court should demonstrate the same procedural might for its own mandates. One that the observe fees, parties briefed as well the issue of counsel not touched on Correctly, ignores ques- the dissent below. the Court tion. Frankfurter, perceive procedure
Like I “just Justice do not fair, orderly folderol or noxious moss. Procedure—the litigated goes deliberative method which claims are to — Cook, 126, very substance law.” Cook v. 342 U.S. 157, 146, (Frankfurter, (1951) J., 72 S.Ct. 152 L.Ed. dissenting). Adhering proce- to what I understand the correct be, us, dure to and based on what is before I would affirm opinion majority substantially the reasons set forth Appellate Division. joins STEIN this dissent. Justice WILENTZ, —Chief Justice For reversal and reinstatement *15 HANDLER, POLLOCK, O’HERN and and Justices GARIBALDI-5.
. and STEIN-2. For CLIFFORD affirmance —Justices LEAHY, AN
IN OF RAYMOND H. THE MATTER AT LAW. ATTORNEY July 1988. Argued September 1987 Decided notes project bond sense, is within this context obligations in this and it of In achieve “obligatiоn” is used. order to a basic that the term harmony meaning, it that an follows “obli- consistency and entity whom person such gee” must understood as correctly Chancery is As the Division below a debt owed. understanding of the out, reading and fair pointed a sensible addressing the indicates that the enactment was Fiscal Law obligations continuing protections of guarantee and the owed, parties, obligees actually as well as in terms debts creditors, owed. such debts were the actual whom Fiscal Law’s interpretation terminology in the This purpose supported by the overall section is further dissolution clearly Law. It legislative scheme reflected