Huntsville Utility District of Scott County v. General Trust Co.

839 S.W.2d 397, 1992 Tenn. App. LEXIS 238
CourtCourt of Appeals of Tennessee
DecidedMarch 6, 1992
StatusPublished
Cited by24 cases

This text of 839 S.W.2d 397 (Huntsville Utility District of Scott County v. General Trust Co.) is published on Counsel Stack Legal Research, covering Court of Appeals of Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Huntsville Utility District of Scott County v. General Trust Co., 839 S.W.2d 397, 1992 Tenn. App. LEXIS 238 (Tenn. Ct. App. 1992).

Opinion

OPINION

LEWIS, Judge.

This is an appeal by plaintiff-appellant, The Huntsville Utility District of Scott County, Tennessee (Huntsville), from the trial court’s order dismissing Huntsville’s complaint for failure to join necessary parties.

The pertinent facts are as follows:

Defendant, General Trust Company (General Trust), acts as a financial adviser and/or fiscal agent for a number of local governments and utility districts. General Trust also acts as registrar and paying agent for local governments issuing municipal bonds. In the fall of 1988, General Trust and Huntsville entered into discussions concerning Huntsville issuing new bonds to finance the repurchase of Huntsville’s bonds from Farmers Home Administration. During the discussions General Trust recommended that the new bond resolution include a covenant that there be no change in the size or manner of selecting Huntsville’s board members. Huntsville and General Trust subsequently entered into a fiscal agency agreement whereby General Trust agreed to develop a plan of refinancing for Huntsville’s bonds and Huntsville agreed to pay General Trust a *399 percentage of the par value of the new bonds.

On 21 November 1988, the Scott County Commission adopted a resolution to request the Scott County legislative delegation to draft and introduce legislation that would require members of the Huntsville Board to be elected by Huntsville’s customers. On 19 December 1988, the Commission adopted a resolution authorizing that the draft legislation be included in their legislative package. On 1 February 1989, Senate Bill No. 1028 (hereafter the Act) was introduced in the legislature. The bill provided for an increase in the size of Huntsville’s board from three to five members and required that members of the Board be elected by Huntsville’s customers. On 8 February 1989, its companion was introduced in the House of Representatives. Subsequently the members of the Huntsville Board were advised that legislation was pending to change the Board’s size and manner of selection.

On 21 February 1989, the Huntsville Board adopted a refunding bond resolution that included a covenant requiring the size and manner of selection of the Huntsville Board to remain the same during the term of the bonds.

Section 9(j) of the Huntsville 1989 bond resolution is as follows:

So long as the Bonds or any Parity Bonds shall remain outstanding, the System and its operations and revenues will continue to be controlled by the Governing Body, which shall consist of three (3) and only three (3) members, whose mode of selection shall not be changed and whose authority and control over the System shall not be diminished or reduced during the term of the Bonds or Parity Bonds.

On 6 March 1989, Huntsville issued $1,400,000.00 Waterworks Revenue Refunding Bonds, Series 1989, pursuant to the Bond Resolution. On 24 May 1989, the Act was passed by the House and Senate and subsequently signed by the Governor. The Scott County Commission approved the Act by a two-thirds vote on 18 September 1989.

On 20 March 1990, the general manager of Huntsville contacted General Trust and advised it of the legislation and the vote of the Commission and inquired if this would put Huntsville in violation of the bond resolution. That same day the president and chief executive officer of General Trust, Danny Neil Bates, sent a letter to Huntsville’s Board informing the Board that an election of the members of the Board would violate covenant 9(j) of the bond resolution.

On 21 May 1990, Huntsville filed its complaint seeking a declaratory judgment of the constitutionality of the Act, against General Trust and Attorney General Bur-son. Huntsville alleged, inter alia, that the 24 May 1989 Act violated state and federal prohibitions by impairing the obligation of contract between Huntsville and General Trust. 1 General Trust answered the complaint on 19 June 1990 admitting that the Act was unconstitutional. On 16 July 1990, Huntsville filed a motion for summary judgment. On 28 December 1990, the Attorney General filed a cross-motion for summary judgment alleging, inter alia, that Huntsville’s complaint failed to present a justiciable controversy because necessary parties had not been joined.

On 22 April 1991, the trial court denied both, motions for summary judgment, entered an order finding that necessary parties, i.e., the bondholders and customers of Huntsville, had not been joined and allowed Huntsville thirty days to add these parties. Huntsville filed a motion to rehear on 30 April 1991, specifically requesting the court to relieve it of the obligation of joining its *400 bondholders as defendants. The court denied the motion on 16 May 1991. Huntsville then amended its complaint on 16 May to add one of its customers as a defendant and moved the court to hold that there had been no failure to join indispensable parties. On June 19, 1991, the trial court entered an order dismissing the complaint on the ground that Huntsville had failed to join necessary and indispensable parties pursuant to Tennessee Code Annotated, Section 29-14-107(a) and Tennessee Rule of Civil Procedure 19.02.

Huntsville has presented three issues with several sub-issues. We discuss these seriatim with additional facts necessary to address the issue.

Huntsville’s first issue is:
In a declaratory judgment action attacking the constitutionality of legislation of local application changing the method of filling vacancies on the Board of Commissioners of the [Huntsville] utility district contrary to a bond covenant, which did not join as parties any customer of the utility district or any of its bondholders, whether the Court, in considering cross-motions for summary judgment, erred in ruling that “necessary parties to this lawsuit have not been joined”, in holding that both customers and bondholders were necessary parties and in holding that such parties were indispensable with the result that the action should be dismissed, in spite of the fact that there was no showing that any bondholder was subject to the jurisdiction of the Court, and that the disclosure of the identify [sic ] of any bondholder is prohibited by statute, T.C.A. § 9-19-109.

The Attorney General insists that Huntsville’s customers and bondholders are necessary parties to this declaratory judgment action.

Tennessee Code Annotated, Section 29-14-107(a) provides: “When declaratory relief is sought, all persons shall be made parties who have or claim any interest which would be affected by the declaration, and no declaration shall prejudice the rights of persons not parties to the proceedings.”

A court of equity is vested with discretion to determine who should be made parties to proceedings for declaratory judgment. Powers v. Vinsant, 165 Tenn. 390, 392, 54 S.W.2d 938 (1932).

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839 S.W.2d 397, 1992 Tenn. App. LEXIS 238, Counsel Stack Legal Research, https://law.counselstack.com/opinion/huntsville-utility-district-of-scott-county-v-general-trust-co-tennctapp-1992.