Baltimore County v. Xerox Corp.

Couch, J., delivered the opinion of the Court. In February 1978 appellee, Xerox Corporation (hereinafter referred to as Xerox), filed this action for injunctive and declaratory relief in the Circuit Court for Baltimore County to determine its liability to Baltimore County 1 (hereinafter ⁴⁶⁷ referred to as the County), appellant, for personal property taxes due on Xerox duplicating machines located in the County for fiscal years 1974 through 1977. The trial judge granted an interlocutory injunction restraining the County from bringing a tax collection suit against Xerox for its 1974 through 1976 2 taxes prior to final adjudication of the rights of the parties in the declaratory action. 3 Following a hearing on Xerox’s motion for summary judgment on May 31, 1978, the trial judge entered a judgment nisi in favor of Baltimore County in the amount of $256,598.70. After correction of mathematical errors, judgment absolute was entered in the amount of $270,064.82 in favor of the County, with costs assessed against the County.

Some discussion of Xerox’s previous litigation with the State Department of Assessments and Taxation (hereinafter the “Department”), which precipitated the present controversy, is necessary to a full understanding of the present posture of this case. Xerox, having paid the full amount of taxes assessed against it to the Counties and the State for tax years 1970 through 1973, protested the Department’s personal property tax assessment 4 on its duplicating machines for those years. During that time the Department had assessed duplicating machines located with Xerox’s customers throughout the State at sales price, which resulted in a higher assessment than the previous years’ (up to and including 1969) assessment based on Xerox’s manufacturing costs. Xerox’s protest was the subject of proceedings in the Maryland Tax Court, which issued an opinion in favor of Xerox.

The Department appealed to the Court of Appeals in State Department of Assessments & Taxation v. Greyhound Computer Corp., 271 Md. 575 , 320 A. ⁴⁶⁸ 2d 40 (1974). 5 The Court of Appeals remanded for further evidence, which was taken by the Tax Court on March 17, 1976. Before a second opinion could be issued by the Tax Court, Xerox and the Department entered into a settlement agreement which acknowledged the Department’s overassessment of Xerox’s duplicating machines throughout the State. Based upon this agreement the Tax Court issued orders for each year in controversy 6 reducing the assessment for Xerox’s machines throughout the State. During the pendency of the former litigation the Department withheld its assessments for tax years 1974 through 1976.

As a result, Xerox’s payment of its 1974 through 1976 Baltimore County and State personal property taxes was also suspended. Final assessments for the period 1970 to 1976 were not certified by the Department to Baltimore County until April 18, 1977. The events which precipitated the present controversy revolve around the Baltimore County tax bills for 1974-1976, amounting to $601,302.07, sent to appellee following the certification. The County gave no indication to Xerox as to how it proposed to handle the refund of excess tax money it had collected from Xerox attributable to the overassessment for the earlier years. 7 On May 20, 1977, Xerox tendered payment of the County’s 1974-1976 tax bills by taking credit for the refund with interest 8 and remitting to the County a check for the amount of tax bills in excess of the refund.

The County returned the check and requested that Xerox pay the gross amount. The County advised Xerox that a “formal request” was necessary before it would refund the money on deposit. The County took the position that refunds ⁴⁶⁹ for prior years could not be offset against valid tax bills for later years and that, upon payment of the full amount due for outstanding bills, the County would review the request for a refund “in accordance with the law”. According to the County, the formal refund procedures of Md. Ann. Code, Art. 81, §§ 213-219 (1975 Repl.

Yol.), applied to the refund of excess tax money pursuant to the Tax Court order. Xerox made its request by letter, simply asking that the County make provision to repay Xerox the excess tax money. Xerox also advised the County that the tender remained open and available to the County. In January, 1978, the County informed Xerox that a delinquent notice would be sent for tax years 1974-1976 and that a collection suit would be brought if not honored.

The County subsequently issued a delinquent notice, dated February 1, 1978. Also in January, 1978, the tax bill for 1977 was sent to Xerox, which promptly tendered payment. The County notified Xerox that it would not accept payment until all open tax matters for previous years were resolved. Xerox then filed the present action.

On its motion for summary judgment the trial court ruled as follows: i. The final Maryland Tax Court orders of March 7, 1977 were a ‘final determination’ of Xerox’s tax liability and binding on Baltimore County. ii. Baltimore County was obligated under Article 81, § 261, to return to Xerox excess tax money which Xerox had paid, as determined under the Maryland Tax Court order. iii. The refund provisions of Art. 81, §§ 213 and 214 do not apply to those excess taxes to be returned to Xerox under § 261. iv.

Xerox could not be liable for interest on taxes until it received a tax bill and was delinquent in payment of the bill. ⁴⁷⁰ The County, on appeal, presents the following issues for our consideration: I. Whether the lower court erred in assuming jurisdiction over a Bill of Complaint for Declaratory and Injunctive Relief pertaining to property tax refunds and collections in the face of specific statutory language establishing exclusive administrative procedures concerning such refunds?

II

Whether the lower court erred in granting an Interlocutory Injunction" which enjoined the executive branch of government from performing its statutory mandate in connection with tax refunds and collections?

III

Whether the judgment rendered by the lower court was procedurally defective and in error when it failed to include interest on taxes for prior years; whether the lower court’s conduct of the proceedings at the trial level were such as to deny Appellant substantial fairness and procedural due process? 9 I A. The core of this controversy is the County’s contention that Xerox’s only recourse for a refund of tax money, following a final Tax Court order, is through the statutory refund procedures set forth in Art. 81, §§ 213-219, inclusive. According to the County, Xerox’s failure to exhaust these procedures precludes it from invoking the jurisdiction of the circuit court. We disagree with the County’s position. Xerox has received the benefit of a final determination of overassessment by the Maryland Tax Court and, upon that determination, the refund must be paid immediately by the local taxing jurisdiction.

Article 81, § 261 provides in pertinent part: “Upon final determination of any appeal [to the ⁴⁷¹ Maryland Tax Court], any money paid [by the taxpayer] in excess of the amount properly chargeable under such determination, shall be refunded with interest at the rate of six per cent (6%) per annum from the date of payment to the date of refund... Ordinarily the word “shall” is mandatory when used in a statute, unless the context in which it is used indicates otherwise, and thus leaves little room for discretion on the part of the County taxing authorities. See Bright v. Unsatisfied Claim & Judgment Fund, 275 Md. 165, 169 , 338 A. 2d 248 (1974); Ginnavan v. Silverstone, 246 Md. 500, 505 , 229 A. 2d 124 (1967). The County cannot escape the mandate of Art. 81, § 261 by resorting to the argument that the use of the term “refund” in § 261 is made with reference to the refund procedures of § 213 etseq.

Under Art. 81, § 229 (i), an order of the Maryland Tax Court is “final and conclusive”. 10 The Court of Appeals recently examined the effect of a Tax Court order and concluded: “The Tax Court is an administrative agency performing a quasi judicial function ... under the provisions of Art. 81, §§ 224-231, it functions in many respects as a court ... its ‘order is final and conclusive’. ... Particularly in light of this latter provision, we believe that the decisions of the Tax Court have res judicata effect.” White v. Prince George’s Co., 282 Md. 641, 658 , 387 A. 2d 260 (1978). See generally Woodlawn Ass’n. v. Board, 241 Md. 187, 194-6 , 216 A. 2d 149 (1966). Keeping in mind the admonishment that “results that are unreasonable, illogical or inconsistent with common sense should be avoided whenever possible consistent with the statutory language,” Schweitzer v. Brewer, 280 Md. 430, 438-39 , 374 A. 2d 347 (1977), we do not believe the General Assembly intended ⁴⁷² appellee to exhaust two separate and distinct administrative procedures to recover the excess personal property tax which the Tax Court has finally determined to be due and owing by each taxing jurisdiction in the State.

Additional support for our resolution of this issue can be found in the language of Art. 81, § 214: “Whenever any person shall claim to have erroneously or mistakenly paid to the county commissioners of any county, or to the collector of such county ... more money for ordinary county or city taxes than was properly and legally chargeable to or collectible from such person, he may file with the collector in any county ... a written application for the refund thereof, and if approved by such collector•,... the said county commissioners ... shall levy and pay to such person any money that was so paid.” (Emphasis supplied.) Art. 81, § 214 (a). Section 214 (a) contemplates some discretion in the collector and, as we previously observed, § 261 permits no such exercise of discretion. Were Xerox to pursue this avenue it would be a useless exercise since the final Tax Court orders would have a res judicata effect, White, supra, upon any determination which might be made by the collector. By virtue of the Tax Court orders, Baltimore County is under a present obligation to refund to Xerox all money it has on deposit attributable to the overassessments for 1970-1973.

B. Appellant contends that the refund provisions of § 213 et seq. are the exclusive procedure for a recovery of a refund pursuant to § 261 and, as a result, the circuit court had no jurisdiction to entertain an action for declaratory relief because this case falls within the proscription of § 3-409 (b) of the Courts and Judicial Proceedings Article (1974). Section 3-409 (b) provides that, “If a statute provides a special form of remedy for a specific type of case, that statutory remedy shall be followed in lieu of a proceeding under this subtitle.” ⁴⁷³ Appellee, in the original proceedings against the State Department of Assessments and Taxation, exercised its right to protest the reevaluation of its personal property before the Department (Art. 81, § 29); appealed to the Maryland Tax Court pursuant to § 258; and then, following the previously existing procedure, 11 appealed to the Court of Appeals, who remanded the case to the Tax Court. Upon the entry of the final Tax Court orders, appellee exhausted the “exclusive” statutory remedy available to it, thus the circuit court had jurisdiction over the present action. Cf.

Reiling v. Comptroller, 201 Md. 384 , 94 A. 2d 261 (1953) (taxpayer failed to pursue statutory remedy). Appellee’s prayer for a declaration as to the proper construction of Art. 81, § 261 comes well within the ambit of § 3-406 of the Courts and Judicial Proceedings Article. Section 3-406 provides: “Any person ... whose rights, status, or other legal relations are affected by a statute... may have determined any question of construction or validity arising under the ... statute ... and obtain a declaration of rights, status, or other legal relations under it.” Moreover, a refund proceeding would simply not be appropriate in this case. The jurisdiction of the tax agencies is limited to assessment, valuation, and classification of real and personal property for tax purposes.

Maryland-National Capital Park and Planning Commission v. Washington National Arena, 282 Md. 588 , 597, 386 A. 2d 1216 (1977). The statutory interpretation of Art. 81, § 261 is a proper subject for judicial construction in a declaratory relief action. Cts. & Jud. Proc., § 3-406.

It is not a matter which falls within the purview of a refund proceeding under Art. 81, § 213 et seq. C. Appellant offers another jurisdictional attack