| Amy M. Smith, Esquire
Christi R. Stover, Esquire
Steptoe & Johnson, PLLC
Morgantown, West Virginia
Attorney for Plaintiff
| Sandra K. Law, Esquire
Schader, Byrd & Companion, PLLC
Wheeling, West Virginia
W. Michael Hanna, Esquire
Squire, Sanders & Dempsey
Attorneys for Defendant
4. In construing an ambiguity in a statute, this Court will examine the title to the
Act of the Legislature as a means of ascertaining the legislative intent, and the overall
purpose of the legislation. Syl. Pt .2, City of Huntington v. State Water Comm'n, 135 W. Va.
568, 64 S.E.2d 225 (1951).
5. Where the language of a statute is clear and without ambiguity the plain
meaning is to be accepted without resorting to the rules of interpretation. Syl. Pt. 2, State v. Elder, 152 W. Va. 571, 165 S.E.2d 108 (1968).
6. The West Virginia Farm Equipment Dealer Contract Act is not limited in its scope and application to dealers and suppliers of farm equipment only, as might mistakenly be inferred by reference only to the Act's statutory short title. Rather, the protections of the Act extend to dealers and suppliers of farm, construction, industrial or outdoor power equipment or any combination of the foregoing, as provided in the definition of dealer, found in the Act at West Virginia Code §47-11F-2 (1989), consistent with the actual full title of the Act.
Benjamin, Chief Justice:
This case is before the Court upon the February 9, 2009, Order from the United States District Court for the Southern District of West Virginia, which certified a question pursuant to West Virginia Code §51-1A-3 (2005) (See footnote 1) . The question certified to this Court is as follows:
Recognizing that Article 6, Section 30, of the West Virginia Constitution provides that [n]o act hereafter passed, shall embrace more than one object, and that shall be expressed in the title, and that an act shall be void as to any object in it which is not so expressed, and also acknowledging the long-standing precedent of the Supreme Court of Appeals of West Virginia that [t]he title of an act should be construed most liberally and comprehensively in order to give validity to all parts of the act, Syl. Pt. 2, Brewer v. City of Point Pleasant, 114 W. Va. 572 (1934), and that [w]hen the principal object of an act is fairly expressed in its title, other incidental or auxiliary objects which are germane to the principal object may be included in the act without titular specification, id. at Syl Pt. 3, is
the West Virginia Farm Equipment Dealer Contract Act, W. Va. Code §47-11F-1, et. seq. (the Act), limited in its scope and application to dealers and suppliers of farm equipment, as stated in the Act's title, or do the protections of the Act extend to dealers and suppliers of farm, construction, industrial or outdoor power equipment or any combination of the foregoing, as provided in the definition of dealer, found in the Act at §47-11F-2?
By order dated March 12, 2009, this Court accepted the certified question and docketed the matter for resolution. As set forth more fully below, we find that the West Virginia Farm Equipment Dealer Contract Act is not limited in its scope and application to dealers and suppliers of farm equipment only, as might mistakenly be inferred by reference only to the Act's statutory short title. Rather, the protections of the Act extend to dealers and suppliers of farm, construction, industrial or outdoor power equipment or any combination of the foregoing, as provided in the definition of dealer, found in the Act at West Virginia Code §47-11F-2 (1989), consistent with the actual full title of the Act.
The defendant, Swenson, designs and manufactures spreaders, liquid spray de-
icing systems and other equipment and products. The plaintiff, L.H. Jones, is a retailer who
sells snow plows, snow plow attachments, spreaders and related parts and equipment. From
at least early 1982, until September 10, 2007, L.H. Jones was an authorized distributor of
Swenson's products in West Virginia.
In its complaint filed in the district court, L.H. Jones alleges that since at least 1982, as an authorized dealer of Swenson equipment, it had been awarded contracts with the State of West Virginia to supply the State with Swenson-brand ice removal equipment and replacement parts. L.H. Jones alleges that in 2005 and 2007, following a competitive bidding process, the State of West Virginia awarded L.H. Jones two open purchase orders to supply it with two kinds of Swenson spreaders capable of spreading salt or other anti-skid material, which the State would use in highway and road maintenance.
L.H. Jones alleges that after being awarded these open purchase orders, on September 10, 2007, Swenson terminated it as an authorized distributor of Swenson products. As a result, L.H. Jones allegedly was unable to fulfil its orders from the State of West Virginia.
Swenson does not dispute that it sold spreaders and other ice removal
equipment and parts to L.H. Jones or that it terminated its relationship with the plaintiff on
September 10, 2007. Swenson does dispute that the spreaders in question in this lawsuit are
the type of equipment covered by the Act, and thus contends that L.H. Jones' claims under
the Act should be dismissed as a matter of law.
We have consistently recognized that '[a] de novo standard is applied by this court in addressing the legal issues presented by a certified questions from a federal district or appellate court.' Syl Pt. 1, Light v. Allstate Ins. Co., 203 W. Va. 27, 506 S.E.2d 64 (1998). Syllabus point 2, Aiken v. Debow, 208 W. Va. 486, 541 S.E.2d 576 (2000). See also Syl. Pt. 1, Feliciano v. 7-Eleven, Inc., 210 W. Va. 740, 559 S.E.2d 713 (2001); Syl. Pt. 1, T. Weston Inc. v. Mineral County, 219 W. Va. 564, 638 S.E.2d 167 (2006). Accordingly, we proceed with plenary review of the legal issues arising from the certified question.
No act hereafter passed, shall embrace more than
one object, and that shall be expressed in the title.
But if any object shall be embraced in an act
which is not so expressed, the act shall be void
only as to so much thereof, as shall not be so
expressed, and no law shall be revived, or
amended, by reference to its title only; but the law
revived, or the section amended, shall be inserted
at large, in the new act.
Swenson argues that the purpose of the statute must be expressed in its title and, that fundamental tenets of statutory construction support their contention that the Act applies only to dealers of farm equipment.
L.H. Jones counters that the Act should be construed to extend to the contractual relationship between it and Swenson Spreader. First, L.H. Jones argues that the word dealer is plainly and expansively defined as meaning any business entity engaged in the business of selling, at retail, farm, construction, industrial or outdoor power equipment or any combination of the foregoing. Second, L.H. Jones assets that the intent of the West Virginia Legislature was clearly expressed in the Act's original title as contained in the original bill passed by that body, not in the short title as argued by Swenson. It is this original longer title to which Article VI, Section 30, of the West Virginia Constitution applies, according to L.H. Jones. Finally, L.H. Jones submits that familiar rules of statutory construction support the result that the Act extends beyond dealers of farm equipment.
Collectively, L.H. Jones argues for an expansive definition of the terms dealer and
supplier under the Act.
Here, the clear and unambiguous expression of the Legislature's intent in the
title of the Act is that this article relates to the contractual relationship between farm,
construction, industrial or outdoor power equipment retail dealers and their suppliers
generally. 1989 W. Va. Acts 1304, supra. This expression in turn comports with the plain
language of the statute, especially the definitions of dealer and supplier found at W. Va.
Code §4-11F-2 (1989). The statute defines dealer simply and concisely as any person,
firm, partnership, association, corporation or other business entity engaged in the business
of selling at retail, farm, construction, industrial or outdoor power equipment... W. Va.
Code §47-11F-2 (1989). Thus we conclude that the Legislature's intent in passing the Act
was to create a mechanism for dealing with the contractual relationships between suppliers
and dealers of certain categories of equipment, not just farm equipment as mentioned in the
short title. We find that the more expansive applicability found in the bill's actual full title,
rather than the more restrictive applicability found in the statutory short title, to be
determinative to this certified question.
We do not agree with Swenson's concerns that the title of the Act is violative of the constitutional protections requiring that the object of an act be expressed clearly in its title. When reviewing the actual full title of the bill, as presented to the Legislature, it is clear that the title sufficiently expresses the subject matter of the act. Thus, any concerns about unintended provisions being read into this bill are not apparent, because the title of the Act as viewed by the Legislature when the statute was passed was sufficient to impart to the reader the Act's object. Thus, the said constitutional provision is designed to ensure that legislators know upon what they are voting. The actual full title of the bill serves this purpose.
In the case at bar, we conclude that any ambiguity within the statute is not so much between the contents of the statute but between the statutory short title of the act and the definitions contained therein. The reliance of Swenson upon the statutorily created short title of the Act is misplaced, as the actual full title of the Act is in full agreement and compatible with the provisions contained therein.