State v. Philip Morris USA Inc.

669 S.E.2d 753, 194 N.C. App. 255, 2008 N.C. App. LEXIS 2250
Court of Appeals of North Carolina·Decided December 16, 2008·No. COA07-1572·Published·Cited by 6 cases

Opinions

TYSON, Judge.

Philip Morris USA, Inc., R.J. Reynolds Tobacco Company, and Lorillard Tobacco Company (collectively, “Settlors”) appeal order entered, which denied their motion for summary judgment and granted the motion for summary judgment submitted by Maryland Certification Entity (“Maryland”) and Pennsylvania Certification Entity (“Pennsylvania”). We reverse and remand.

I. Background

During litigation over the health effects of tobacco and its impact on state funding in the 1990s, Settlors and their predecessors-in-interest entered into a Master Settlement Agreement (“MSA”) with various states and territories. State v. Philip Morris USA, Inc., 359 N.C. 763, 765, 618 S.E.2d 219, 221 (2005) (“Philip Morris 2”). One of the MSA’s aims was to reduce the public’s consumption of tobacco and its related health impacts on state budgets. The parties anticipated that reduced consumption “could cause tobacco growers and quota holders (‘tobacco farmers’) significant economic hardship.” Id. To address this problem, the MSA required Settlors “to devise a plan for mitigating the MSA’s potentially negative economic consequences.” Id. The result of this plan was a Trust Agreement, signed by the parties, under which “Settlors pledged to spend approximately $5.15 billion on economic assistance to tobacco farmers in Grower States.” Id. The tobacco grower states listed in the Trust Agreement were: Alabama, Florida, Georgia, Indiana, Kentucky, Maryland, Missouri, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, and West Virginia. Id.

[257]*257The Trust Agreement provides economic assistance to tobacco farmers through annual distributions. Settlors fund the Trust through scheduled base payments and the Trustee distributes money in the Trust to the Grower States based on a percentage allocation schedule contained in the agreement. Each Grower State established a Certification Entity to receive these payments from the Trustee. Each Certification Entity distributes the funds as it deems appropriate to tobacco growers located within its state.

Schedule A of the Trust Agreement contains a Tax Offset Adjustment (“TOA”) provision. The TOA provision “entitles Settlors to reduce their Annual Payment in response to the imposition of a ‘Governmental Obligation,’ which is a new or increased cigarette tax used in whole or in part for the benefit of tobacco farmers.” Id. at 767, 618 S.E.2d at 222. Our Supreme Court, in Philip Morris I resolved the issue of whether the TOA is “contingent upon [an] actual payment of a Governmental Obligation.” 359 N.C. at 771, 618 S.E.2d at 224.

That previous appeal arose after Congress’s October 2004 passage of the Fair and Equitable Tobacco Reform Act of 2004 (“FETRA”). Pub. L. No. 108-357, 118 Stat. 1521 (codified as amended in scattered sections of 7 U.S.C.). FETRA “terminated the price control/quota system for U.S. tobacco beginning with the 2005 crop,” and “directed] the U.S. Secretary of Agriculture to offer tobacco farmers annual payments during fiscal years 2005 through 2014 in exchange for ending marketing quotas and related price supports.” Philip Morris I, 359 N.C. at 769-70, 618 S.E.2d at 223.

All Grower States listed in the Trust Agreement, except Maryland and Pennsylvania, had participated in the federal system of quotas and price supports that FETRA eliminated. “As part of the transition to a free-market, FETRA directed the Secretary of Agriculture to offer payment contracts to tobacco quota holders and tobacco producers who had operated under the old system.” Neese v. Johanns, 518 F.3d 215, 217 (4th Cir. 2008) (citing 7 U.S.C. §§ 518a, 518b). FETRA made $6.7 billion available to tobacco quota holders and $2.9 billion available to tobacco producers. Id. It is undisputed that the amounts Settlors are required to pay to tobacco farmers under FETRA exceeds the amounts they were due to pay under the Trust Agreement.

Maryland and Pennsylvania tobacco farmers received no FETRA payments because those states had chosen not to participate in the federal tobacco quota and price support system. Settlors paid all sums due under the Trust Agreement until they were required to [258]*258begin payments under FETRA. Maryland and Pennsylvania stopped receiving Trust benefits in 2005, after Settlors asserted they were no longer required to fund the Trust due to the TOA provision because of their payment obligations under FETRA. In the trial court, Maryland and Pennsylvania sought to require Settlors to continue making Trust payments for the benefit of their states’ tobacco farmers, despite the TOA provision both states had agreed to in the Trust Agreement.

On 17 December 2004, Maryland and Pennsylvania moved the trial court to enter an order that either clarifies or modifies the Trust Agreement to ensure that Settlors will continue to make annual Trust payments for the benefit of Maryland and Pennsylvania tobacco growers. Maryland and Pennsylvania alleged that FETRA “raise[d] a situation not anticipated by the parties to the Trust Agreement — a federal Governmental Obligation that benefits tobacco farmers in some states but not others.” Both parties moved for summary judgment. The trial court granted Maryland and Pennsylvania’s motion for summary judgment and denied Settlors’ motion. Settlors appeal.

II.Issue

Settlors argue the trial court erred when it disregarded the plain and unambiguous language of the Trust Agreement, denied their motion for summary judgment, and granted summary judgment for Maryland and Pennsylvania.

III.Standard of Review

In Philip Morris I, our Supreme Court stated: “this case is one of contract interpretation, and we review the trial court’s conclusions of law de novo.” 359 N.C. at 773, 618 S.E.2d at 225 (citing Register v. White, 358 N.C. 691, 693, 599 S.E.2d 549, 552 (2004)).

IV.Intention of the Parties

Settlors argue the trial court “misunderstood and misapplied the Supreme Court’s decision” by failing to follow or apply the principles of contract interpretation set forth in established case law and by the Supreme Court in Philip Morris I. We agree.

Our Supreme Court stated in Philip Morris I:

Interpreting a contract'requires the court to examine the language of the contract itself for indications of the parties’ intent at the moment of execution. Lane v. Scarborough, 284 N.C. 407, 409-10, 200 S.E.2d 622, 624 (1973). “If the plain language of a contract is clear, the intention of the parties is inferred from the [259]*259words of the contract.” Walton v. City of Raleigh, 342 N.C. 879, 881, 467 S.E.2d 410, 411 (1996) (“A consent judgment is a court-approved contract subject to the rules of contract interpretation.”). Intent is derived not from a particular contractual term but from the contract as a whole. Jones v. Casstevens, 222 N.C.

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State v. Philip Morris USA Inc., 669 S.E.2d 753, 194 N.C. App. 255, 2008 N.C. App. LEXIS 2250 (N.C. Ct. App. 2008).

669 S.E.2d 753 (State v. Philip Morris USA Inc.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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