Todd Creek Village Metropolitan District v. Valley Bank & Trust Co.

2013 COA 154, 325 P.3d 591, 2013 WL 6116885, 2013 Colo. App. LEXIS 1781
Colorado Court of Appeals·Decided November 21, 2013·No. Court of Appeals No. 12CA1302·Published·Cited by 2 cases

Opinion

Opinion by

JUDGE ROTHENBERG *

T1 At issue in this appeal is whether the plaintiff, Todd Creek Village Metropolitan District (the special district), had the constitutional and statutory authority to enter into loans and security agreements with the defendant, Valley Bank & Trust Company (the bank), and to pledge the district's assets as collateral. Because we conclude the special district had such authority, we reverse the judgment invalidating the loan and security agreement executed by the special district.

[593] I. Background

T2 The parties stipulated to the salient facts. The special district is located near Brighton in Adams County and was formed in 1996. As required by the Special District Act, sections 82-1-101 to -1807, C.R.S.2018, the special district submitted a service plan to the Adams County Board of Commissioners. This service plan generally outlined the special district's financial plan and its proposed methods of raising revenue.

T3 The special district also submitted fifteen ballot questions to its eligible electors, all of which were approved. One of the ballot questions proposed that the special district raise $5 million in "general obligation debt or other obligations."

1 4 In 2000, the special district modified its service plan and submitted additional ballot questions to its voters which provided for additional financing primarily through the use of revenue bonds.

15 In 2008, the bank and the special district entered into a loan agreement for $600,000. The loan proceeds were used primarily to fund the costs of constructing a reverse osmosis water treatment facility and lift station, to construct a non-potable water distribution line, and make other improvements to the Smith Reservoir.

T6 In 2004, the special district executed and delivered to the bank a $1.4 million line-of-credit promissory note with a one-year maturity date (the loan). The loan was secured by a deed of trust that encumbered real property owned by the special district, including two reservoirs, one well site, and four easements. Immediately after executing the 2004 loan, the bank advanced on its line-of-credit to pay off the 2008 promissory note. Thus, the 2004 loan was basically a refinancing of the transaction that had used the bank's funds to purchase the reverse osmosis water treatment facility and lift station, and to defray certain of the special district's operating costs.

17 During the next seven years, the loan was extended and modified, and at various times, the parties agreed to substitutions of the collateral that secured the loan.

18 By December 1, 2011, the amount owed to the bank was slightly less than $1 million with interest accruing at approximately $200 per day. However, in late 2011, the parties were unable to agree to the terms of an extension. The special district filed this action seeking a declaratory judgment that the loans were invalid and did not need to be repaid because they violated the special district's service plan and the requirements of Colo. Const. art. XI, section 6. The district court agreed and granted the special dis-triet's request for declaratory judgment.

II. Issues Presented

T9 Three issues are raised in this appeal: (1) whether Article XI, section 6(1) of the Colorado Constitution requires that a municipal district seeking voter approval of a general obligation debt must identify the specific collateral that will be pledged to secure the debt; (2) the extent to which a special district's financing arrangements must be provided for in the special district's service plan; and (3) the nature of equitable relief that may be awarded to a lender where the loans incurred by a special district amounted to constitutionally impermissible general obligation debt, in contravention of Article XI, section 6(1) of the Colorado Constitution.

IIL Standard of Review

110 All of the relevant determinations made by the district court involved questions of law, and therefore our review is de novo. Danielson v. Dennis, 139 P.3d 688, 691 (Colo.2006) (applying de novo review to question of constitutional interpretation); Plains Metro. Dist. v. Ken-Caryl Ranch Metro. Dist., 250 P.3d 697, 699 (Colo.App.2010) ("The trial court's ruling ... rested on an interpretation of both this specific service plan and the law governing special districts. Our review of both points is de novo."). Hence, we apply time-honored principles of statutory interpretation.

T 11 We first determine whether the statute or constitutional provision has a plain and unambiguous meaning. Bruce v. City of Colorado Springs, 129 P.3d 988, 992 (Colo.2006). We read the statutory scheme as a whole to give "consistent, harmonious[,] and sensible [594] effect to all of its parts." Colo. Water Conservation Bd. v. Upper Gunnison River Conservancy Dist., 109 P.3d 585, 593 (Colo.2005) (internal quotation marks omitted); see also Havens v. Bd. of Cnty. Comm'rs, 924 P.2d 517, 523 (Colo.1996). We also "consider the purposes which the law was designed to accomplish and the consequences that would flow from alternate constructions, and then adopt the construction that results in harmony rather than inconsistency." Id. (citing Colorado-Ute Elec. Ass'n, Inc. v. Pub. Utils. Comm'n of Colo., 760 P.2d 627, 635 (Colo.1998)).

IV. Requirement of Colorado Constitution

$12 The bank first contends the district court erred in concluding the loans made to the special district and the security agreements that it signed are invalid because they were not submitted to the voters in accordance with the Colorado Constitution. We agree.

113 Colo. Const. art. XI, section 6(1) requires that local government authorities receive voter approval before they may issue general obligation debt and provides:

No political subdivision of the state shall contract any general obligation debt by loan in any form ... exeept by adoption of a legislative measure which shall be irre-pealable until the indebtedness therein provided for shall have been fully paid or discharged, specifying the purposes to which the funds to be raised shall be applied and providing for the levy of a tax which together with such other revenue, assets, or funds as may be pledged shall be sufficient to pay the interest and principal of such debt.... [Nlo such debt shall be created unless the question of incurring the same shall be submitted to and approved by a majority of the qualified taxpaying electors voting thereon, as the term "qualified taxpaying elector" shall be defined by statute.

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Todd Creek Village Metropolitan District v. Valley Bank & Trust Co., 2013 COA 154, 325 P.3d 591, 2013 WL 6116885, 2013 Colo. App. LEXIS 1781 (Colo. Ct. App. 2013).

2013 COA 154 (Todd Creek Village Metropolitan District v. Valley Bank & Trust Co.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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