Valla v. Preston Street Road Water District 1 of Jefferson County

395 S.W.2d 772, 1965 Ky. LEXIS 164
CourtCourt of Appeals of Kentucky
DecidedNovember 5, 1965
StatusPublished
Cited by4 cases

This text of 395 S.W.2d 772 (Valla v. Preston Street Road Water District 1 of Jefferson County) is published on Counsel Stack Legal Research, covering Court of Appeals of Kentucky primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Valla v. Preston Street Road Water District 1 of Jefferson County, 395 S.W.2d 772, 1965 Ky. LEXIS 164 (Ky. Ct. App. 1965).

Opinion

PALMORE, Judge.

Joe Valla and others, as class representatives of the citizens, taxpayers and property owners of the City of Louisville, appeal from a judgment of the Jefferson Circuit Court declaring valid certain contracts pursuant to which Louisville Water Company (hereinafter called the water company) proposes to absorb Preston Street Road Water District No. 1 of Jefferson County, Kentucky (hereinafter called Preston District), and to purchase at a 12% premium all the outstanding revenue bonds of that and two other water districts.

The water company is a private corporation created in 1854 by legislative act. All of its common stock is owned by the City of Louisville, which also has the legal title to the company’s physical properties and will in the same manner receive title to the facilities of Preston District under the terms of the contract between Preston District and the water company. See Burkholder v. City of Louisville, Ky., 276 S.W.2d 29 (1955). The city is a party to the contract.

Its contract with Preston District obligates the water company to acquire $617,000 in outstanding revenue bonds of the district, all of which are held by Royal Neighbors of America, an Illinois corporation. Royal Neighbors also owns the outstanding revenue bonds, totalling $2,238,000, of two other water districts operating in Jefferson County, which we shall call the Auburndale and Louisville Extension districts. The water company plans at some time in the future to absorb the Auburndale and Louisville Extension districts, and it has contracted with Royal Neighbors to purchase the outstanding bonds of all three districts at $1,120 per $1,000 bond. These obligations carry various interest rates and mature annually over periods extending to 1986. The Preston District bonds will be cancelled. The Auburndale and Louisville Extension district bonds probably will be held as investments until those districts are absorbed by the water company, but may be sold if the company sees fit. According to expert testimony they will be a prudent investment at the contract price.

The funds necessary for the bond purchase from Royal Neighbors, being some $3,200,000, will be derived from a current $18,000,000 water revenue bond issue of the City of Louisville. The authority for this bond issue is the same ordinance approved [774]*774in Burkholder v. City of Louisville, Ky., 276 S.W.2d 29 (1955).

The proof demonstrates beyond cavil that the proposed merger is essential to the achievement of a water supply system sufficient to the reasonably anticipated growth and development of the Louisville area. Indeed, we can take judicial notice that such a unification would seem indispensable to orderly planning and efficient, economical service. The most serious objections raised in this suit are of a technical nature.

The contract between the water company and Preston District expressly provides that the district’s customers are third party beneficiaries and shall he entitled to enforce its terms. Preston District itself agrees to effect a dissolution by petition to the Jefferson Circuit Court. This raises the first point in controversy: Is there any authority for the dissolution?

Preston District is a public corporation, sometimes ealled quasi-municipal, existing by virtue of KRS Chapter 74. There is no statute providing in so many words for the “dissolution” of such a corporation. It may be conceded without argument that the formation and dissolution of corporations, including municipal corporations, is a matter of legislative prerogative. Cf. Jewell v. City of Lake Louisvilla, Ky., 339 S.W.2d 169, 170 (1960). However, the appellees submit that under a reasonable construction of KRS 74.110 the county court does have statutory power to dissolve a water district, and we agree.

KRS 74.110 provides a method by which the “territorial limits of an established water district may be enlarged or diminished.” Appellants argue that diminution does not include extinction, but we perceive no reason why an unlimited power of territorial diminution cannot be exercised to the point of nothingness. And if so, surely a corporate dissolution would be no more than a normal, reasonable and necessary concomitant of such authority. We are not disposed to believe that the legislature ever intended or would intend the empty effigy of a corporate creature to be strung up throughout eternity on the end of an aimless technicality.

Commissioner of Fire District No. 12 v. Ziegenbalg, 16 N.J.Super. 607, 85 A.2d 223 (1951), cited by appellants, holds merely that when a statute directs a method of dissolution it cannot be accomplished in a different manner. The question before us in this case is whether the statute provides any method of dissolution. We hold that KRS 74.110 does authorize and prescribe the procedure for a dissolution if and when it is incident to a substantially complete territorial diminution.

The occasion for a complete territorial diminution of a water district once established as a going concern probably could never arise except in connection with or following a disposition of all its assets and an assumption or satisfaction of its liabilities. Under the contract in question all the assets of Preston District will be transferred to the city or the water company, and the water company will assume its liabilities (all of which, other than current items, are payable solely from future revenues). Appellants contend that Preston District has no authority to make such a contract. KRS 74.070 empowers its governing body to “make contracts for the water district with municipalities for a water supply * * * and do all acts necessary to earry on the work.” The district has no reason for existence but to secure for and to its patrons a water supply and distribution system. Preston District now purchases 90% of its water supply from the water company. The contract by which the city-owned water company agrees to assume the district’s function guarantees continued service and will result at once in annual savings of $200,000 to the district’s customers. In our opinion it comes within the purpose and purview of the authority granted by KRS 74.070.

KRS 74.290 empowers a water district to borrow money by issuing its rev[775]*775enue bonds. Subsection (2) of the statute prohibits bonds so issued from bearing a greater interest rate than 6%.

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Bluebook (online)
395 S.W.2d 772, 1965 Ky. LEXIS 164, Counsel Stack Legal Research, https://law.counselstack.com/opinion/valla-v-preston-street-road-water-district-1-of-jefferson-county-kyctapp-1965.