Southwestern Bell Telephone Co. v. Arkansas Public Service Commission

727 S.W.2d 384, 20 Ark. App. 30, 1987 Ark. App. LEXIS 2207
CourtCourt of Appeals of Arkansas
DecidedMarch 11, 1987
DocketCA 86-148
StatusPublished
Cited by3 cases

This text of 727 S.W.2d 384 (Southwestern Bell Telephone Co. v. Arkansas Public Service Commission) is published on Counsel Stack Legal Research, covering Court of Appeals of Arkansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Southwestern Bell Telephone Co. v. Arkansas Public Service Commission, 727 S.W.2d 384, 20 Ark. App. 30, 1987 Ark. App. LEXIS 2207 (Ark. Ct. App. 1987).

Opinion

Donald L. Corbin, Chief Judge.

On January 30, 1985, Southwestern Bell Telephone Company applied to the Arkansas Public Service Commission for permission to issue $700 million in unsecured debentures. The debentures would not create a lien upon or otherwise encumber any of Bell’s property in Arkansas. Bell, incorporated under the laws of Missouri, stated in its application that it was placing the matter before the Commission solely as an “accommodation” and asserted that the PSC did not have jurisdiction over this securities transaction under Ark. Stat. Ann. Sections 73-254 (Repl. 1979) and 73-255 (Supp. 1985).1 The PSC disagreed and, in its Order No. 1, asserted that Ark. Stat. Ann. Section 73-255 gave it jurisdiction over the debentures and approved the application without a formal hearing on February 4, 1985. Bell petitioned for rehearing on the issue of whether the Commission had jurisdiction to approve the issuance of the debentures and, after hearings, the Commission reaffirmed its earlier assertion of jurisdiction. Bell appeals, contending the PSC is incorrect in interpreting Ark. Stat. Ann. Section 73-255 to give it jurisdiction over this type debenture issue. We agree with Bell and reverse.

For reversal, Southwestern Bell first claims that the Commission’s assertion of jurisdiction over this debenture issue violates the commerce clause of the U.S. Constitution because the security transaction is in interstate commerce. Second, Bell claims the Commission’s interpretation of Ark. Stat. Ann. Section 73-255 is arbitrary, capricious, unreasonable and not based on substantial evidence, and violates the intent of the General Assembly in enacting those statutes, as well as longstanding interpretation by the Commission in the past. Third, Bell claims the Commission violated Rule 5.01 of its own Rules of Practice and Procedure, which essentially recites the statutory language found in Ark. Stat. Ann. Section 73-255. Since the application of Arkansas statutes and rules of the Commission affords adequate relief to Bell, we need not reach the Company’s argument that the Commission’s action violates the commerce clause of the U.S. Constitution.2

Ark. Stat. Ann. Section 73-255 (Supp. 1985) provides in pertinent part as follows:

A public utility may, when authorized by order of the Commission, and not otherwise, issue stock, bonds, notes or other evidence of indebtedness payable at periods of more than thirty-six (36) months after the date thereof when necessary for the acquisition of property, the construction, extension or improvement of its facilities or the improvement of its service, or for the discharge or lawful refunding of its obligations, or reimbursement of moneys actually expended from the income from any source, or for any of such purposes.

Read alone, this statute can certainly be interpreted to require Commission approval prior to issuance of these debentures. However, Bell claims that Ark. Stat. Ann. Section 73-255 must be read in conjunction with Ark. Stat. Ann. Section 73-254. Section 73-254 provides, in pertinent part, as follows:

The power of public utilities to issue stocks, stock certificates, bonds, notes and other evidences of indebtedness, in case of public utilities incorporated under the laws of this state, and to create liens on property in this state, in case of public utilities incorporated under the laws of any state or foreign country, is a special privilege, the right of supervision, regulation, restriction and control of which is, and shall continue to be vested in the state, and such power shall be exercised as provided by law under such rules and regulations as the department [Commission] may prescribe.

When a dispute turns on the construction of acts of the General Assembly, it is beyond question that our task in resolving that dispute is to ascertain what the General Assembly intended and to give effect to that legislative intention. Amason v. City of El Dorado, 281 Ark. 50, 661 S.W.2d 364 (1983); Hice v. State, 268 Ark. 57, 593 S.W.2d 169 (1980). We construe a statute by the meaning of the expressed words of the statute, and if the language is clear and unambiguous, we must construe it in accordance with the language employed. National Baptist Convention v. Arkansas Employment Security Division, 3 Ark. App. 189, 623 S.W.2d 852 (1981), aff'd, 275 Ark. 374, 630 S.W.2d 31 (1982). If the statute is plain and unambiguous, this court has no authority to construe a statute to mean anything other than what it says. Id. The primary rule in the construction of a statute is to give effect to the intention of the lawmakers, and this intention is to be ascertained from a consideration of the entire act. Arkansas State Highway Commission v. Mabry, 229 Ark. 261, 315 S.W.2d 900 (1958).

With these principles in mind, we hold that Ark. Stat. Ann. Section 73-255 [Section 59 of Act 324 of 1935] must be read in conjunction with Ark. Stat. Ann. Section 73-254 [Section 5 8 of Act 324 of 19 3 5], as well as any other provisions of Act 324 of 1935 and the various amendments thereto whenever appropriate so as to give full effect to the intention of the Arkansas General Assembly. A fair reading of Section 59 in light of the provisions of Section 58 reveals that the legislature intended two classifications of utilities to be made when it enacted the language of those sections into law. First, the General Assembly classified public utilities “incorporated under the laws of this state” and conferred upon those utilities the “special privilege” of having the power to issue “stocks, stock certificates, bonds, notes and other evidences of indebtedness” under the supervision and regulation of the state. Second, the General Assembly classified public utilities “incorporated under the laws of any state or foreign country” into another category and conferred upon those utilities a “special privilege” consisting of the power, under the supervision and control of the state, to “create liens on property in this state.” Southwestern Bell Telephone Company is incorporated under the laws of Missouri. It is beyond dispute that the debenture issue in question here will not create a lien on property of Bell in this state. That being the case, and in light of the foregoing, the approval of the Arkansas Public Service Commission is not required.

Rule 5.01 of the Public Service Commission’s Rules of Practice and Procedure addresses the jurisdiction of the Commission as follows:

Public utilities, incorporated under the laws of this State, must file a formal application for authority to issue stock, bonds, notes or other evidences of indebtedness payable at periods of more than thirty-six months (36), after the date thereof, and public utilities, incorporated under the laws of any state must file a formal application for authority to create liens upon properties in this State, under the provision of Sections 58 and 59 of Act 324 of 1935, as amended. (Ark. Stat. Ann. Sections 73-254 and 73-255 (Repl. 1979)).

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Bluebook (online)
727 S.W.2d 384, 20 Ark. App. 30, 1987 Ark. App. LEXIS 2207, Counsel Stack Legal Research, https://law.counselstack.com/opinion/southwestern-bell-telephone-co-v-arkansas-public-service-commission-arkctapp-1987.