Bourgeois v. Live Nation Entertainment, Inc.

WILNER, J. Before us are four questions certified to this Court by the United States District Court for the District of Maryland pursuant to the Maryland Uniform Certification of Questions of Law Act (Md.Code, §§ 12-601-12-613 of the Courts and Judicial Proceedings Article (CJP)). Those questions arise from a class action pending in the District Court in which the defendants are alleged to have violated Baltimore City ordinances dealing with the sale of tickets to certain entertainment and sports events that take place in the City. ¹⁸ BACKGROUND The Federal Action The defendants in the Federal action are (1) Lyric Productions LLC, which operates the Modell Performing Arts Center at the Lyric Opera House in the City (Lyric), and (2) certain entities, which for convenience we shall collectively call Ticketmaster, that, pursuant to agreements with Lyric (and other entities licensed to conduct entertainment or sports events in the City), sell tickets to those events, online, by telephone, and through outlets, and charge the customer more than the price printed on the ticket. The additional amount is denoted in the agreement with Lyric as a “service charge.” The plaintiff, Mr. Bourgeois, purchased online from Ticketmaster a ticket to a concert held at the Lyric in November 2009. The price printed on the ticket that Mr. Bourgeois received was $52.

To that amount, Ticketmaster added a “service charge” of more than $12. 1 It is asserted, and so far not disputed, that Mr. Bourgeois was informed of that charge before deciding to purchase the ticket from Ticketmaster and knowingly decided to proceed. He received the ticket and attended the concert. Two years later, on behalf of himself and a proposed class of others similarly situated, he filed this action challenging the legality of Ticketmaster’s collection of the service charge. 2 That challenge is based on Art. 15, ¹⁹ §§ 21-1 through 21-5 and Art. 19, § 55-1 of the Baltimore City Code. The complaint contains nine counts, one of which (Count I) is the “common count” for money had and received.

The Ordinances Article 15, subtitle 21 of the 2000 version of the City Code regulates the sale of tickets to certain licensed events in Baltimore City, both by the entity putting on the event, such as Lyric, and by certain ticket agencies that also sell tickets to those events. The subtitle consists of five sections— §§ 21-1 through 21-5. Section 21-1 is a licensing provision. It states, in relevant part: § 21-1.

License required (a) In general No person shall engage in the business of selling tickets ... evidencing the right of admission to exhibitions, performances, games, or sports conducted by licensees under licenses issued by the State of Maryland or City of Baltimore ... unless a license shall have been issued to such persons by the Director of Finance upon the payment of the fee herein prescribed. (b) Exception Provided, however, that no license shall be required of any agent duly authorized in writing by a licensed exhibitor to sell tickets for said licensee at the established price printed thereon. (c) Scope; term; fee (1) Each such license shall be limited to a single location or place of business and shall expire on January 1 next ensuing the grant thereof. (2) The fee for such a license shall be $250 and the said license fee shall not be prorated.

(Bolding of text added) Sections 21-2 through 21-5 are regulatory statutes. In pertinent part, they provide as follows: § 21-2. Maximum service charge ²⁰ A licensee under this section, or any officer or employee thereof, shall not directly or indirectly exact, accept, or receive for any ticket or token of admission to an exhibition, performance, game, or sport conducted by a licensee under a license granted by the State of Maryland, or the City of Baltimore, any greater amount than 50<f in excess of the sum of the regular or established price or charge therefor printed on the face of such ticket, plus the amount of any tax imposed by the Government of the United States or by the State of Maryland upon such ticket or the right of admission thereunder. (Bolding of text added). § 21-3. “Scalping” prohibited (a) Price to be on ticket Whenever the right of admission to any licensed exhibition or performance or to any game or sport where a charge is made is evidenced by a ticket ... the regular or established price or charge therefor shall be conspicuously printed thereon.

(b) Sale for more prohibited; penalties (1) If such licensee, or any of his officers or employees, shall exact, accept, or receive, directly or indirectly, any greater amount than such regular or established price or charge, plus the amount of any tax imposed by the Government of the United States or the State of Maryland: (i) the license of such licensee may be revoked and annulled; and (ii) such licensee, officer, or employees shall be guilty of a misdemeanor and, upon conviction-thereof, shall be subject to a fine of not more than $500 for each such violation. (2) The sale of each ticket in violation thereof shall constitute a separate offense. (Bolding of text added). Section 21-4 permits the Director of Finance to revoke the license issued under the subtitle for any violation of the ²¹ subtitle.

Section 21-5 makes it a misdemeanor, subject to imprisonment for six months and a $500 fine for any person to engage in the business without a license. Article 19 of the City Code contains what the Code calls “Police Ordinances.” Subtitle 55 deals with ticket sales. Sections 55-1 (a) and (b), under the caption “Ticket scalping,” provide: (a) Prohibited conduct. It shall be unlawful for any person ... to sell or exchange, or offer to sell or exchange, for more than the price stated thereon or for remuneration in any form greater than such price, any ticket or tickets for admission to a public amusement, athletic, educational, or other event in the City of Baltimore.

(b) Exception Nothing in this section shall be construed to make illegal or invalidate the excess sum which is permitted to be charged for certain tickets by a person engaged in the business of selling tickets under the provisions of Article 15, Subtitle 21 {“Ticket Agencies”} of the City Code. (Bolding of text added). Section 55-1 (c) makes a violation of the section a misdemeanor, subject to a fine of $1,000 for each ticket sold or exchanged, or offered to be sold or exchanged, in violation of the section. The Facility Agreement Ticketmaster and Lyric are parties to a Facility Agreement, under which, in relevant part: (1) Lyric granted to Ticketmaster “exclusive Outlet Sales and Telephone Sales rights for all Events.” Under the definitions of those terms, that gave Ticketmaster the exclusive right to sell tickets through outlets other than Lyric, by telephone, over the Internet, and by other electronic means to all events held at Lyric, other than performances by the Baltimore Opera. 3 Lyric retained the exclusive right to sell ²² tickets to its events to persons who appear personally at its box office (Facility Box Office Sales), although it utilizes Ticketmaster’s ticketing system to conduct those sales.

(2) With respect to tickets it sells, Ticketmaster is “authorized” to collect, in addition to the price established by Lyric and printed on the ticket, a service charge and certain other charges. 4 Section 5(B) of the Facility Agreement authorizes Ticketmaster to “impose a per Ticket Service Charge on all Outlet Sales and Telephone Sales.” The service charge on telephone sales must “include a per order handling fee.” The amount of the service charges, including the handling fee “shall be determined solely by [Ticketmaster]” and may be increased from time to time. (3) Section 2 of Exhibit A to the Facility Agreement provides further detail regarding service charges. It requires that “[a]ll Tickets to an Event sold through Outlet Sales or Telephone Sales shall be sold at the Gross Ticket Price.” “Gross Ticket Price” is defined as “the purchase price for a Ticket for an Event, as established by Principal or the Promoter of the Event (Lyric), plus all taxes and other charges paid by the Ticket purchaser, including the Service Charge and per Ticket credit card surcharge if applicable.” 5 To close the loop, “Service Charge” is defined as “the amount charged by [Ticketmaster]' to Ticket purchasers for the use of the ²³ System, including per Ticket charges and per order charges.” “System” means “the equipment, software and procedures established and maintained by [Ticketmaster] for the purpose of selling, auditing and controlling the sale of Tickets for Attractions.” (4) For each Lyric-event ticket sold by telephone or other electronic means, or through an outlet other than Lyric, Ticketmaster remits to Lyric the entire amount of the face value of the ticket plus, pursuant to a provision in Rider C to the Facility Agreement, a designated portion of the service charge Ticketmaster collects, which the Rider refers to as a “rebate.” 6 The fact that a portion of the “service charge” collected by Ticketmaster is rebated to the Lyric is not advertised or revealed to the ticket buyer. (5) The Lyric box office is a Ticketmaster outlet.

Although Lyric does not collect a Ticketmaster service charge for tickets sold at its box office for its own events, Lyric uses the Ticketmaster system to sell tickets for events at other venues, including those in Baltimore City, for which it does collect service charges on Ticketmaster’s behalf. (6) Although not specifically mentioned in the Certification Order or in the plaintiffs complaint, the defendants note in their brief that, for many years, Lyric has collected on its box office sales a “facility fee” of up to three dollars that is not reflected in the price printed on the ticket. They thus contend that, had Mr. Bourgeois purchased his ticket from the Lyric at its box office, he would have paid the $52 plus the three dollar facility fee. Rider D to the Facility Agreement deals with facility fees, but in a different context.

It permits a facility fee of three dollars to be included in the gross price of tickets sold by Ticketmaster, and, if it is so included, the Rider requires Ticketmaster, in its telephone and outlet sales, to collect that fee on behalf of Lyric. The facility fee is not part ²⁴ of the Ticketmaster service charge, however; after deducting a processing fee of 50$ per ticket, Ticketmaster must remit the balance of the facility fee ($2.50) to Lyric. (7) From all of this, it seems apparent that, on all telephone and outlet sales, both Ticketmaster and Lyric receive an amount of money in excess of the price stated on the ticket (and, indeed, in excess of 50$ more than the price stated on the ticket) and that it also may be the case, even on box office sales of tickets by Lyric to its own events, that Lyric receives a sum greater than the price stated on the ticket. (8) The parties have advised the Court that major features of the foregoing arrangement, including both the collection of service charges by Ticketmaster of far more than 50$ per ticket and the collection of facility fees by or on behalf of the licensed venue (which the parties refer to as the “exhibitor,”) are common in Ticketmaster contracts, including those with venues in Baltimore City owned and operated by agencies of the State of Maryland and the City of Baltimore. 7 CERTIFIED QUESTIONS With this background, the District Court has certified the following questions: (1) Where a ticket agency is authorized in writing by a licensed exhibitor to sell tickets to an event, and the ticket agency collects both the established price printed on the ticket and an additional, separately-stated per-ticket service charge that would not be charged as part of the established ticket price when tickets are sold directly by the exhibitor, does the exception contained in Article 15, § 21-1(b) of the Baltimore City Code apply, so as to exempt the ticket agency from the requirement of licensure, see id. § 21-1(a), ²⁵ and from the limitation of maximum service charges, see id. § 21-2?

(2) Does Article 19, § 55-1(a) of the Baltimore City Code prohibit the collection of a service charge, in addition to the established price printed on a ticket in connection with the original sale of the ticket by the exhibitor or the exhibitor’s authorized agent? Or, instead, does § 55-1 (a) apply only to ticket resales? (3) If Article 19, § 55-1 (a) applies to original ticket sales, does the exemption contained in § 55 — 1(b) apply, so as to allow a seller of tickets to charge a per-ticket service charge in addition to the established price printed on the ticket, where the seller is not licensed under Article 15, § 21-1(a), and the service charge exceeds the maximum service charge permitted under § 21-2, but the seller is exempt from licensure under § 21-1(b)? (4) Does Maryland recognize a common-law cause of action for money had and received and, if so, may a claim for money had and received be maintained to recover money collected in violation of the above-referenced Baltimore City ordinances?

DISCUSSION Preliminary Considerations Laws generally similar to the ordinances now before us— requiring the price of tickets to sporting and entertainment events to be printed on the tickets and, with exceptions or allowances of one kind or another, prohibiting the sale or resale of such tickets at more than that price — are not uncommon. At least eight States have Statewide laws to that effect, and it is likely that similar laws also exist at the local level. 8 The State laws differ somewhat in their details, and all were ²⁶ enacted or amended after the enactment of the Baltimore City ordinances and thus tend to take greater account of current marketing norms. Although they may have marginal relevance to some of the issues before us, our focus is on the Baltimore City ordinances. The controlling issue with respect to the first three certified questions is one of statutory construction, the rules of which have been stated and restated many times, not always, unfortunately, with rigid consistency.

Although we are dealing with municipal ordinances, we apply the same rules of construction with respect to them as we do for State statutes. 120 W. Fayette v. Baltimore, 413 Md. 309, 331 , 992 A.2d 459, 472 (2010); Foley v. Hovnanian, 410 Md. 128, 145-46 , 978 A.2d 222, 233 (2009); O’Connor v. Baltimore County, 382 Md. 102, 113 , 854 A.2d 1191, 1198 (2004). The basic rules were most recently summarized and confirmed in Miller v. Mathias, 428 Md. 419, 450-51 , 52 A.3d 53, 72 (2012), Montgomery Co. v. FOP Lodge 35, 427 Md. 561, 572 , 50 A.3d 579, 585-86 (2012), and Gomez v. Jackson Hewitt, 427 Md. 128, 159-60 , 46 A.3d 443, 461-62 (2012). A court’s primary goal in construing statutes is to discern the legislative purpose — the ends to be accomplished, the evils to be remedied. The most common expression of that principle is that we look to the intention of the Legislature “in enacting the statute.” Reier v. Dept. of Assessments and Taxation, 397 Md. 2, 26 , 915 A.2d 970, 984 (2007).

That, necessarily, has been construed to mean the intent of the Legislature “at the time it enacted the statute.” McNeil v. State, 356 Md. 396, 404 , 739 A.2d 80, 84 (1999); In re Adoption No. 12612, 353 Md. 209, 233 , 725 A.2d 1037, 1049 (1999); Clark v. State, 348 Md. 722, 726, 705 A.2d 1164, 1166 (1998); Brown v. State, 359 Md. 180, 188 , 753 A.2d 84, 88 (2000). We thus look at the “ends to be accomplished” or the “evils to be remedied” known to, or at least within the reasonable contemplation of, the legislative body when it enacted the statute. We do not stretch a statute to “express an intention not evidenced in its ²⁷ original form,” Erwin & Shafer, Inc. v. Pabst Brewing Co., 304 Md. 302, 315 , 498 A.2d 1188, 1194 (1985). We begin with the plain language of the statute, reading it as a whole to ensure that no word, clause, sentence, or phrase is rendered meaningless.

If the language is clear and unambiguous, we need go no further. In determining whether the language is clear and unambiguous, we interpret each provision in the context of the entire statutory scheme. Statutes must, however, be given a reasonable interpretation, not one that is illogical or incompatible with common sense, and statutes on the same subject are to be read together and harmonized, to the extent possible. If, through that analysis, we conclude that the statute is subject to more than one interpretation or that relevant terms are otherwise ambiguous, we endeavor to resolve the ambiguity by looking to the statute’s legislative history, purpose, and structure, as well as to case law.

Legislative history may be considered in an effort both to confirm what appears to be a clear intent from the language itself and to discern legislative intent when that intent is not entirely clear from the statutory language. Gomez v. Jackson Hewitt, supra, 427 Md. at 160, 46 A.3d at 462 ; Friendly Finance v. Orbit, 378 Md. 337, 344 , 835 A.2d 1197, 1201 (2003); Pak v. Hoang, 378 Md. 315, 323 , 835 A.2d 1185, 1189 (2003). Finally, with respect to statutory construction, the first three certified questions hinge primarily on the meaning of the words “established price.” Those two words appear in §§ 21-1, 21-2, and 21-3, although each of those statutes includes the words as part of a broader phrase. Section 21-1(b) uses the phrase “established price printed thereon,” meaning printed on the ticket.

Sections 21-2 and 21-3 use the phrase “regular or established price or charge.” Section 55-1 does not use the words “established price” but refers to “the price stated thereon,” thereon meaning the ticket. At oral argument, both the plaintiff and Ticketmaster agreed that, despite the different wording, the terms mean the same thing — the price printed on the ticket — and we shall ²⁸ accept that construction as reasonable. Their disagreement, and the thrust of at least the first three certified questions, is whether the service charges or other additional amounts charged or collected by Ticketmaster, though not included within the “established price,” are nonetheless not precluded by the terms of the ordinances. Ultimately, all three questions hinge on that.

Question No. 1 Is A Ticket Agency With Arrangements Similar To Those Between Ticketmaster and Lyric Required to be Licensed Under § 21-1? Although the question centers on § 21-1 and, in particular, on § 21-l(b), other provisions of the subtitle have some relevance to the licensing issue. As noted, § 21-1 (a) provides that “no person” shall “engage in the business of selling [ ] tickets” evidencing the right to admission to events “conducted by licensees under licenses issued” by the State of Maryland or the City of Baltimore “unless a license shall have been issued to such persons by the Director of Finance.” Section 21-1 (b), however, provides that no such license is required “of any agent duly authorized in writing by a licensed exhibitor to sell tickets for said licensee at the established price printed thereon.” Ultimately, of course, the language of those ordinances will determine their meaning. Because the ordinances are more than 60 years old and have never been construed by this Court, however, and because the circumstances offered as justification for Ticketmaster’s service changes either did not exist or have changed rather dramatically since the enactment of the ordinances, consideration of the legislative history is useful, in part to expose what the City Council was attempting to address and also to clarify what otherwise might be ambiguous from a later non-substantive reorganization of the ordinances and provide a rationality not otherwise immediately apparent. ²⁹ What are now §§ 21-1 through 21-5 were first enacted in June 1949 by Ordinance 49-735, which added a new § 18A to Article 25 of the then-current 1927 City Code.

The ordinance has an interesting history, some of which has been preserved in the City and State archives and some of which is illuminated by contemporaneous newspaper articles and advertisements. 9 The initial concern was over ticket scalping, mostly involving the resale of tickets to U.S. Naval Academy football games, both in Baltimore and in Philadelphia. In October, 1947, it was reported that a senior midshipman had been dismissed from the Academy for an accumulation of demerits, most of which he received as a result of obtaining from fellow midshipmen 400 tickets to the upcoming football game between Navy and the University of Pennsylvania and delivering them to one or more persons from Philadelphia for resale. 10 A month later, it was noted that Philadelphia had an ordinance that prohibited the selling of tickets for more than one dollar over the listed price, which was being skirted by selling tickets to the Army-Navy game just outside the city limits. 11 On Monday, October 25, 1948, as the next Navy football season was in high gear, the City Council, under suspended rules, rushed through in one day a hastily drawn ordinance sponsored by eleven members of the Council, making it a crime to sell, exchange, or offer for sale or exchange any ticket to a football game in Baltimore City for more than the price stated on the ticket. The penalty was $500 for each ticket sold in violation of the ordinance. See Ordinance No. 388 (1948).

According to William J. Muth, Vice President of the Council and one of the sponsors of the bill, the ordinance was enacted ³⁰ because “Baltimoreans are being deprived of tickets to the Navy-Notre Dame football game [next] Saturday except at exorbitant prices.” Muth claimed that there were no tickets available, that scalpers had acquired 4,000 tickets, that the price per ticket would rise to $25 by the end of the week, and that the scalpers stood to make $100,000. 12 There appeared to be a basis for that claim. An article appearing in the Baltimore News Post reported that officers of a downtown ticket agency complained that they stood to “lose several thousand dollars” because of the ordinance. 13 An article in the Baltimore Sun quoted Max Cohen, apparently the owner of that ticket agency, as complaining that the box office price was $3.75, that he was selling the tickets for five dollars, and that he had sold only 143 tickets. 14 It was reported that tickets were available at the $3.75 price, but no one wanted them because they were in the end zone. The Mayor approved the ordinance the next day, and it took effect immediately. One day later, on Wednesday the 27th, Mr. Cohen filed suit, claiming that the ordinance was confiscatory, that it deprived him of a lawful return on his property without due process of law, and that it was arbitrary, as it applied only to tickets to football games.

The case was heard and decided the following day. In an oral opinion, the court declared the ordinance invalid, and it entered an order enjoining its enforcement. The court held that, while the City Council could regulate the business of reselling tickets by fixing a maximum markup price, the ordinance appeared to be directed at one football game and its thrust was simply to drive football ticket brokers out of business by disallowing them any return on their property. 15 ³¹ The City acquiesced in the decision. Councilman Muth acknowledged that the ordinance was hastily drawn and vowed to prepare a new ordinance after research by the City Solicitor and the Department of Legislative Reference and consideration of ordinances in Philadelphia and New York that permitted but regulated the resale of tickets to sporting and entertainment events. 16 Six months later, in January, 1949, Council Bill 1119 was introduced and, unlike Ordinance 388, went through the normal legislative process.

The introductory version of the ordinance apparently was not preserved, but the Journal of City Council proceedings on the bill is available. Unlike the earlier ordinance, this one was not limited to football tickets and it was more than an anti-scalping bill. It established broader regulation of both exhibitors and ticket agencies, provided for the licensing of the latter, and permitted licensed ticket agencies to add a premium of 50c on the sale of tickets. In contrast to the earlier ordinance, which was placed in the “Police” title of the 1927 Code under the subtitle “Football Tickets,” this one was placed in the “Licenses” title to the 1927 Code, under the subtitle “Amusements.” Subsection 18A(a) dealt exclusively with exhibitors who conducted licensed events and contained the language now found in § 21-3.

It required exhibitors who issued tickets of admission to “any licensed exhibition or performance or to any ³² game or sport” to print the established price or charge on the ticket and prohibited the exhibitor and its employees from charging or receiving any greater amount for the ticket, other than amounts for State or Federal taxes. For any violation, it provided for the revocation of the exhibitor’s license, whatever it was, and a $500 fine. Section 18A(b) dealt with ticket agents — persons engaged in the business of selling tickets to events conducted by licensed exhibitors. We may infer from its legislative history that, in its introductory form, in the same language now contained in §§ 21-1 (a), 21-2, 21-4, and 21-5, it required, without exception, persons engaging in the business of selling tickets to such licensed events to have a ticket agency license issued by the City Treasurer, prohibited those licensees from charging more than 50$ over the established price, and provided both criminal penalties and for the revocation of “any license under this section” for a violation.

The exception now contained in § 21-1(b), which is at the heart of the issue before us, apparently was not in the introductory version of the ordinance but was added by an amendment proposed by the Committee on Legislation and Executive Nominations. See Journal of Proceedings of the City Council of Baltimore (Sessions 1948-49, Vol. 2, pp. 3292-93). There is no official record of the purpose and intent of the amendment, or whether it was derived from laws enacted in other cities. As was discussed at oral argument before us, in today’s world the 50$ limit on surcharges by licensees may seem an anachronism.

That was not the case when the ordinance was enacted, however. Tickets to performances at the Lyric sold for $1.21 to $3.62. 17 Tickets for matinee performances of Carousel at Ford’s Theater in December 1947 and for Oklahoma during the week of October 4, 1948 also ranged from ³³ $1.21 to $3.62, although the better tickets for evening performances of Oklahoma cost $4.82. 18 Season tickets for 12 concerts by the Baltimore Symphony Orchestra sold at the box office for $7.23 to $28.92. 19 The box office prices for tickets to sports events were comparable, although, depending on the teams, there continued to be significant scalping of those tickets. Tickets to Baltimore Orioles games in 1948 ran from 60<¡; for the bleachers to $1.80 for box seats, although at the time the Orioles were a minor league team in the International League. 20 A ticket to the Baltimore Colts-Cleveland Browns game on September 25, 1949 carried a box office price of $2.50. It was reported here that ticket scalping was a problem in New York, where tickets for the Broadway production of South Pacific, with a box office price of $6.80, were being sold for $60 and that New York had later adopted a law forbidding bonus fees of more than 75cf per ticket. 21 The 1949 ordinance appeared in its original form in the 1950 City Code as Article 19, § 21, and in the 1966 City Code, the 1976 City Code, and the 1983 Replacement Volume of the 1976 City Code as Art. 15, § 24.

The only change to the textual language came in 1976, when the Director of Finance was substituted for the City Treasurer as the licensor of ticket agencies. In the 1966, 1976, and 1983 Codes, the caption “Ticket Scalping” was added to the section. That was not in the enacted version of the 1949 Ordinance or the 1950 Code. Under the Ordinance, both as enacted in 1949 and as included in the 1950, 1966, 1976, and 1983 Codes, it was abundantly clear that what is now § 21-3 applied only to the ³⁴ exhibitor and not to ticket agencies, and that the rest of subtitle 21 (§§ 21-1, 21-2, 21-4, and 21-5) applied only to ticket agencies, and not to exhibitors.

Unfortunately, the 2000 edition of the Code muddled somewhat that clear distinction through its structural reorganization of those provisions— placing § 21-3, which applied only to exhibitors, in the middle of provisions dealing with ticket agencies — although the legislative history source notes following the current provisions do make their origin clear. The certified question seems to assume that, if § 21-l(a) were read by itself, ticket agencies operating as Ticketmaster does would be required to have a license, as it asks only whether such agencies are exempt from the licensing requirement under § 21-l(a) (and the 50<t premium limit) by virtue of § 21-1 (b). Ticketmaster does not agree with that assumption, however; as we shall observe, Ticketmaster believes that § 21-l(a) does not apply to it, or agencies like it. Although normally we do not stray beyond the question as submitted by the referring court, we do have the authority to “reformulate” a certified question (see CJP § 12-602), and, in order to provide a more complete and useful answer to the State-law issue certified, we shall address Ticketmaster’s argument, which otherwise would likely be pressed when the battle returns to the District Court.

The plaintiffs position is (1) that § 21-l(a), read alone, is all-encompassing and requires anyone engaged in the business of selling tickets to events conducted by a licensed exhibitor to have a ticket agency license, and (2) that § 21-l(b), by its plain language, applies only to entities that are authorized by the exhibitor to sell tickets for the exhibitor “at the established price printed thereon.” Although conceding that Ticketmaster has been authorized by Lyric to sell tickets to Lyric events, he argues that, because the Facility Agreement between Lyric and Ticketmaster, which is the source of that authority, permits Ticketmaster to add service charges and thus to sell tickets at more than the established price, Ticketmaster does not fall within the § 21-1 (b) exception and therefore must have a ticket agency license under § 21-l(a). ³⁵ Ticketmaster makes two arguments in response. It first contends that § 21-l(a) applies only to resellers of tickets, not to entities that make original sales. That argument is based on its belief that § 21-1, and indeed, all of subtitle 21 (and § 55-1) are concerned only with “scalping,” which it insists involves only the resale of tickets at inflated prices. In making that argument, Ticketmaster relies on (1) what it refers to as the “history of Baltimore City’s ‘Ticket Agencies’ and ‘Ticket scalping’ ordinances,” its exposition of which, at best, is woefully incomplete, (2) the fact that the captions to §§ 21-3(a) and 55-1 contain the word “scalping,” (3) some dictionary definitions of “scalping,” (4) the notion that, because there are criminal penalties attached to violations, the ordinances must be given a strict and limited interpretation, and (5) several out-of-State cases.

Effectively, it reads the phrase in § 21-l(a) “in the business of selling the tickets,” as though it read “in the business of reselling the tickets.” (Emphasis added). Under that construction, even § 21-l(a) alone, without regard to § 21-l(b), would not require that agencies such as Ticketmaster be licensed and would not limit the amount of surcharges they may exact. As we shall explain, that is not a proper construction. The legislative history touted by Ticketmaster consists of comments made by supposedly “key participants” in unsuccessful efforts in 2008 and 2009 to enact an ordinance that would have exempted the resale of tickets over the Internet from Art. 15, Subtitle 21 and Art. 19, § 55-1.

Ticketmaster infers from those comments a belief on the part of those participants that the current ordinances applied only to the resale of tickets. The comments quoted are both ambiguous and wholly irrelevant. We have recounted the relevant legislative history. The failure of the 2008 and 2009 attempts to permit Internet scalping simply indicates that the City Council did not wish to allow that practice.

With respect to the “caption” argument, as noted, there was no caption in the original ordinance that enacted what is now subtitle 21, and, indeed, the word “scalping” did not appear anywhere in that ordinance. Nor were there any captions to ³⁶ the subtitle in its first codification in 1950. Although there is no general statute applicable to Baltimore City Codes as there is in Maryland Code, Art. 1, § 18, making captions in State statutes “mere catchwords” and not part of the statutes themselves, the same principle applies. In the ordinance “legalizing” the 2000 City Code (Ordinance 99-524), the Mayor and City Council specifically authorized the Director of Legislative Reference to “recaption” sections, thus indicating that captions are not intended to be part of the law enacted by the City Council.

Even if that were not the case, a caption added decades after the enactment of the ordinance cannot serve to change the meaning of the ordinance or to indicate the intent of the City Council that enacted it. We also reject Ticketmaster’s other arguments in support of limiting § 21-l(a) to resellers. The requirement that “[n]o person shall engage in the business of selling the tickets ... evidencing the right of admission to [performances] conducted by [licensed exhibitors]” without a license issued by the Director of Finance means precisely what it says. There is nothing ambiguous about it and no basis for us to read the word “selling” as limited to “reselling.” Whether or not § 21-1(a) could be read as including reselling, it cannot properly be read as limited to reselling.

Laws applicable only to the resale of tickets expressly so provide, 22 and those, like the ordinances before us, that make it unlawful “to sell or offer for sale” have been construed as not limited to resales. See McMillan v. Live Nation Entertainment, Inc., — S.W.3d -, 2012 Ark. 166 (2012). The cases relied upon by Ticketmaster are not at all on point. They all involve situations in which a defendant, who was criminally charged with violating a scalping law by reselling a ticket for more than the price on the ticket, argued that the scalping law was unconstitutional.

In three of the cases, the court agreed with the defendant, holding that it was ³⁷ Constitutionally impermissible for a legislature to preclude an individual from selling his property at whatever price he could obtain for it; in two, the court found the law constitutional. 23 None of those cases are relevant to the construction of § 21-1. We have recounted, from the best evidence available, the history of Ordinance 49-735. It does not, as Ticketmaster urges, indicate an intent to reach only resellers of tickets. Although there certainly was concern over the scalping of tickets, principally football tickets and most particularly tickets to Naval Academy football games, a lesson was learned from the nullification of the earlier ordinance, which was directed only at that.

The ordinance now at issue was and is broader in scope. It applies not just to ticket agencies but also to exhibitors and their agents and prohibits both from selling tickets to licensed events in the City at more than the established price. There is nothing in the legislative history that would warrant a construction of § 21-l(a) inconsistent with its plain language. Because we find no ambiguity in the plain language of the ordinances, there is no