In Re: Chester Water Auth; Cross Aplt. Chester Co.

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IN THE SUPREME COURT OF PENNSYLVANIA

MIDDLE DISTRICT

TODD, C.J., DONOHUE, DOUGHERTY, WECHT, MUNDY, BROBSON, McCAFFERY, JJ.

IN RE: CHESTER WATER AUTHORITY : No. 46 MAP 2022

TRUST :

: Appeal from the Order of the

: Commonwealth Court at No. 489 CD

APPEAL OF: CHESTER WATER : 2020 dated September 16, 2021

AUTHORITY : Reversing the Order of the Delaware

: County Court of Common Pleas,

: Orphans’ Division, at No. 217-2019-

: O dated April 24, 2020 and

: Remanding

:

: ARGUED: May 14, 2025

IN RE: CHESTER WATER AUTHORITY : No. 47 MAP 2022

TRUST :

: Appeal from the Order of the

: Commonwealth Court at No. 504 CD

APPEAL OF: CHESTER WATER : 2020 dated September 16, 2021

AUTHORITY : Reversing the Order of the Delaware

: County Court of Common Pleas,

: Orphans’ Division, at No. 0217-

: 2019-O dated April 24, 2020 and

: Remanding

:

: ARGUED: May 14, 2025

CITY OF CHESTER : No. 48 MAP 2022

:

: Appeal from the Order of the

v. : Commonwealth Court at No. 514 CD

: 2020 dated September 16, 2021

: Reversing the Order of the Delaware

CHESTER WATER AUTHORITY NICOLE : County Court of Common Pleas,

WHITAKER, WANDA MANN, MICHELLE : Civil Division, at No. CV-2019-

CONTE, TYLER THERRIAULT, ESQUIRE, : 005976 dated April 24, 2020 and

KATHRYN A. TOWNSEND, VICTOR S. : Remanding

MANTEGNA, JAMES D. NEARY, DIANE :

: ARGUED: May 14, 2025

AND JAMES BOHR AND WOLF EQUITY, :

L.P. :

:

:

APPEAL OF: CHESTER WATER :

AUTHORITY

IN RE: CHESTER WATER AUTHORITY : No. 49 MAP 2022

TRUST :

: Appeal from the Order of the

: Commonwealth Court at No. 685 CD

APPEAL OF: CHESTER WATER : 2020 dated September 16, 2021

AUTHORITY : Reversing the Order of the Delaware

: County Court of Common Pleas,

: Orphans’ Division, at No. 0217-

: 2019-O dated April 24, 2020 and

: Remanding

:

: ARGUED: May 14, 2025

IN RE: CHESTER WATER AUTHORITY : No. 50 MAP 2022

TRUST :

: Appeal from the Order of the

: Commonwealth Court at No. 489 CD

CROSS APPEAL OF: CHESTER COUNTY : 2020 dated September 16, 2021

: Reversing the Order of the Delaware

: County Court of Common Pleas,

: Orphans’ Division, at No. 217-2019-

: O dated April 24, 2020 and

: Remanding

:

: ARGUED: May 14, 2025

IN RE: CHESTER WATER AUTHORITY : No. 51 MAP 2022

TRUST :

: Appeal from the Order of the

: Commonwealth Court at No. 504 CD

CROSS APPEAL OF: CHESTER COUNTY : 2020 dated September 16, 2021

: Reversing the Order of the Delaware

: County Court of Common Pleas,

: Orphans’ Division, at No. 0217-

: 2019-O dated April 24, 2020 and

: Remanding

:

: ARGUED: May 14, 2025

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CITY OF CHESTER : No. 52 MAP 2022

:

: Appeal from the Order of the

v. : Commonwealth Court at No. 514 CD

: 2020 dated September 16, 2021

: Reversing the Order of the Delaware

CHESTER WATER AUTHORITY NICOLE : County Court of Common Pleas,

WHITAKER, WANDA MANN, MICHELLE : Civil Division, at No. CV-2019-

CONTE, TYLER THERRIAULT, ESQUIRE, : 005976 dated April 24, 2020 and

KATHRYN A. TOWNSEND, VICTOR S. : Remanding

MANTEGNA, JAMES D. NEARY, DIANE :

AND JAMES BOHR AND WOLF EQUITY, : ARGUED: May 14, 2025

L.P. :

:

:

CROSS APPEAL OF: CHESTER COUNTY :

IN RE: CHESTER WATER AUTHORITY : No. 53 MAP 2022

TRUST :

: Appeal from the Order of the

: Commonwealth Court at No. 685 CD

CROSS APPEAL OF: CHESTER COUNTY : 2020 dated September 16, 2021

: Reversing the Order of the Delaware

: County Court of Common Pleas,

: Orphans’ Division, at No. 0217-

: 2019-O dated April 24, 2020 and

: Remanding

:

: ARGUED: May 14, 2025

OPINION

JUSTICE DONOHUE DECIDED: January 21, 2026

This case of statutory construction concerns the City of Chester’s (“City”) asserted

power to convey the assets of the Chester Water Authority (“CWA”) to itself. CWA was

created nearly a century ago to serve City’s water needs but today most of its ratepayers

come from thirty-three other municipalities located across both Chester and Delaware

Counties. Until 2012, City continued to have the sole power to appoint representatives

to CWA’s five-member board (“Old Board”). That changed when the General Assembly

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amended 1 the Municipality Authorities Act (“MAA”) 2 with the addition of Section 5610(a.1).

Due to profound changes in the geographic demographics of CWA’s ratepayers, Section

5610(a.1) transformed the Old Board into a nine-member board with City, Chester

County, and Delaware County each receiving equal representation (“New Board”).

Five years later, after the New Board rejected an unsolicited bid by Aqua

Pennsylvania Inc. (“Aqua”) to purchase CWA, CWA filed a petition (“Trust Petition”) in the

Delaware County Court of Common Pleas seeking to transfer CWA’s assets into a trust.

City and Aqua objected, claiming City retains exclusive control over conveyances of

CWA’s assets pursuant to Section 5622(a) of the MAA. While the Trust Petition was

pending, City filed a declaratory judgment action seeking to validate its claimed power

under Section 5622(a). Ultimately, the trial court issued orders on preliminary objections

in both actions on a common statutory question, holding that City could no longer

unilaterality convey CWA’s assets without the consent of Delaware and Chester Counties.

A divided Commonwealth Court then reversed, holding that City retained the power to

unilaterally obtain CWA assets irrespective of Section 5610(a.1).

The Commonwealth Court erred in its statutory interpretation of Section 5622(a).

Any unilateral power City held to convey CWA’s projects under Section 5622(a) did not

survive Section 5610(a.1). Accordingly, we reverse the decision of the intermediate court.

Background

In 1939, City incorporated the CWA under its former name (the Chester Municipal

Authority) pursuant to the MAA of 1935. 3 CWA then purchased investor-owned utility,

1 Act of June 27, 2012, P.L. 653, No. 73 (“Act 73”).

2 53 Pa.C.S. §§ 5601-5623.

3 See Act of June 28, 1935, P.L. 463, No. 191 (“1935 MAA”). Two major reenactments

followed. The 1935 MAA was repealed and replaced by the Act of May 2, 1945, P.L 382,

(continued…)

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Chester Water Service Company, funded solely from the Chester Municipal Authority’s

issuance of municipal bonds in December of 1939. City later renewed CWA’s charter

under the 1945 MAA in 1965, at which time it gave CWA its current name. In 1998, City

again renewed CWA’s charter under the 1945 MAA, just prior to the recodification of the

MAA in 2001. The Old Board governed CWA until 2012 when it was replaced by the New

Board by operation of Section 5610(a.1).

At its inception, the Chester Municipal Authority sourced its water directly from the

adjacent but heavily polluted Delaware River. Peter K. MacEwen, The History of Chester

Water Authority 1866-1985 25, 45, 52-53, 73 (1985). In 1948, work began to dam the

Octoraro Creek, forming the Octoraro Reservoir, which CWA utilized to deliver cleaner

water to City and surrounding communities by 1951. Id. at 81-93. Given the Octoraro

Reservoir’s location on the western border of Chester County, and City’s location in

southcentral Delaware County, CWA’s infrastructure (i.e., its water treatment, storage,

and delivery projects) rapidly grew outside of City’s municipal boundaries and across a

significant expanse of both Chester and Delaware counties. Id. at 74, 83, 88, 138-39

(describing various CWA projects that facilitated the transportation of water from the

Octoraro Reservoir to City and surrounding municipalities). CWA has always been

funded solely by municipal bonds and ratepayers and beyond its status as a ratepayer,

City has never contributed financially to the CWA.

In 2017, five years after the New Board took control, Aqua made an unsolicited bid

to purchase CWA for $320 million. In re Chester Water Auth. Tr., 263 A.3d 689, 693 (Pa.

Commw. 2021) (“Chester Water”). The New Board unanimously voted to reject the offer.

Id. Repeatedly designated as a financially distressed municipality, City began exploring

No. 164 (“1945 MAA”) (formerly 53 P.S. §§ 301-322). Most recently, Section 3 of the Act

of June 19, 2001, P.L. 287, No. 22 (“Act 22”) recodified the 1945 MAA.

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methods to monetize CWA’s assets. Id. In light of those efforts and Aqua’s bid, in early

2019, CWA “executed a declaration of trust, naming [CWA] as the settlor and three of its

board members as trustees.” Id. The terms of the trust contemplated that CWA “would

transfer its assets into the trust.” Id. Soon thereafter, CWA filed the Trust Petition.

Several interested parties, including City and Aqua, objected. Id. City and Aqua filed

separate motions for judgment on the pleadings, asserting that the Trust Petition should

be denied as a matter of law, claiming only “City had the power to transfer [CWA]’s assets

under section 5622(a) of the MAA.” Id.

As the Trust Petition litigation was ongoing, City filed a complaint against CWA

(“Declaratory Judgment Action”) seeking declaratory judgment “that section 5622(a) of

the MAA vested it with the statutory authority to unilaterally obtain and sell” CWA, and

seeking to enjoin CWA “from interfering with … City’s right to sell the Authority’s assets,”

and to prevent CWA “from encumbering or dissipating [CWA]’s assets, and from

burdening [CWA]’s assets with any new debt.” Id. After CWA filed an answer, City

subsequently moved for judgment on the pleadings. Ultimately, in separate orders dated

April 24, 2020, the trial court denied the motions for judgment on the pleadings in both

actions, concluding that any conveyances pursuant to Section 5622(a) be conducted

solely by the new governing body of the CWA, i.e., City, Chester County, and Delaware

County acting “in unison[.]” Id. (citation omitted).

The trial court certified its orders for appeal pursuant to 42 Pa.C.S. § 702(b), and

City and Aqua filed petitions for permission to appeal to the Commonwealth Court in both

cases pursuant to Pa.R.A.P. 1311(b). Chester Water, 263 A.3d at 693-94. The

Commonwealth Court granted the petitions for permission to appeal and consolidated the

cases, accepting for review the question of whether the 2012 amendment to the MAA, in

establishing City, Chester County, and Delaware County as the governing body of CWA,

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requires that “any conveyance of [CWA]’s assets pursuant to the MAA be conducted and

authorized by the governing body rather than solely by … City.” Id. at 694 (brackets

omitted).

Decision Under Review

In a published opinion authored by Judge McCollough, an en banc panel of the

Commonwealth Court reversed and remanded for further proceedings. Chester Water,

263 A.3d at 707. The court found that Section 5610(a.1) “did not abrogate, supersede,

or otherwise alter a municipality’s longstanding power under Section 5622(a) and its

statutory predecessors to unilaterally obtain an authority and/or its assets.” Id. at 692.

The court first discussed the history of Section 5622(a), beginning with former

Section 18(A) of the 1945 MMA, which the court observed contained language that was

“virtually identical” to the language presently contained in Section 5622(a) and left

untouched by Act 73. The court then explained that, in Clearfield Borough v. Clearfield

Borough Park Authority, 285 A.2d 532 (Pa. Commw. 1971) (“Clearfield”), affirmed, 301

A.2d 372 (Pa. 1973) (per curiam), it held that Section 18(A) allowed the municipality to

unilaterally obtain project property of the authority without the authority’s consent.

Chester Water, 263 A.3d at 696. The Commonwealth Court reaffirmed that holding in

Forward Township Sanitary Authority v. Township of Forward, 654 A.2d 170 (Pa.

Commw. 1995) (“Forward Twp.”), and Township of Forks v. Forks Township Municipal

Sewer Authority, 759 A.2d 47 (Pa. Commw. 2000) (“Twp. of Forks”). Thus, the

intermediate court determined that it was “settled law” that a municipality “has the power

to unilaterally direct its authority to transfer authority property without the consent of the

authority.” Chester Water, 263 A.3d at 697 (quoting Twp. of Forks, 759 A.2d at 54).

Next, the court noted that during the 2001 recodification of the MAA, the General

Assembly stated under Section 2 that “the provisions of the MAA, so far as they are the

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same as those of existing laws, are intended as a continuation of such laws and not as

new enactments,” and under Section 4 that “decisions which are made under the 1945

MAA shall remain in full force and effect until revoked, vacated or modified under the

MAA.” Id. (internal quotation marks omitted). The Commonwealth Court viewed these

provisions as expressing the General Assembly’s “clear intent to preserve existing case

law interpreting the 1945 MAA, unless or until a provision of the MAA provides the

contrary.” Id. 4

Given that the legislature did not amend the 1945 MAA or Section 5622 of the MAA

“with any material language that could call into question the construction placed upon

those statutes” by the court’s prior decisions, the court found that the General Assembly

intended to readopt the Commonwealth Court’s decisional law into Section 5622 of the

MAA. Id. at 698-99. Specifically, the court found that its decisions had held that “former

section 18(A) of the 1945 MAA and section 5622(a) of the current MAA provide a

municipality with the unilateral authority to obtain the assets of an authority it had

created.” Id. at 699 (emphasis added).

Framing the question before it as implicating Section 1933 of the Statutory

Construction Act, 5 the Commonwealth Court determined that it was “unable to perceive

4 Consistent with that notion, the intermediate court highlighted that, “in passing,” it

reaffirmed in Salem Township Municipal Authority v. Township of Salem, 820 A.2d 888

(Pa. Commw. 2003) (“Salem Twp.”), that current Section 5622(a) of the MAA authorized

the township in that case to dissolve its authority. Chester Water, 263 A.3d at 697.

5 Section 1933 provides as follows:

Whenever a general provision in a statute shall be in conflict

with a special provision in the same or another statute, the two

shall be construed, if possible, so that effect may be given to

both. If the conflict between the two provisions is

irreconcilable, the special provisions shall prevail and shall be

construed as an exception to the general provision, unless the

general provision shall be enacted later and it shall be the

(continued…)

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a conflict … between the two statutory sections at issue, for, based upon their plain

language, the two can readily be interpreted in a state of harmony” and consistent with

Clearfield and its progeny. Id. at 700. It reasoned that Section 5622 and Section

5610(a.1) could be read in pari materia to be consistent with its case law insofar as

Section 5622(a) grants a municipality, via a duly enacted ordinance, the power to dissolve

an authority and obtain and later transfer or convey the authority’s assets, whereas

Section 5610(a.1) merely provides “a particular scheme pertaining to the composition of

the ‘governing body’ of a ‘water or sewer authority incorporated by one municipality’”

which “provides water or sewer services to residents in at least two counties.” Id. at 701

(quoting 53 Pa.C.S. § 5610(a.1)). The court further observed that nothing in the language

of Section 5610(a.1) could be construed as signifying an intent by the legislature to alter

or displace the court’s pertinent case law and settled construction of Section 5622(a). Id.

at 702-03 (stating “at best, section 5610(a.1) is silent with respect to, and does not directly

touch upon, the subject matter of section 5622(a)”).

Accordingly, the Commonwealth Court reversed the trial court’s orders denying

City and Aqua’s motions for judgment on the pleadings, concluding that the addition of

Section 5610(a.1) did not supersede a municipality’s statutory power to compel the

conveyance of an authority and its assets and, thus, that City had the sole power to

acquire and dispose of CWA’s assets under Section 5622(a) without CWA’s consent.

However, given that the court did not consider whether City satisfied all the conditions set

forth in Section 5622, or whether City could obtain all of CWA’s assets, the court

remanded the matter to the trial court for further proceedings. Id. at 706.

manifest intention of the General Assembly that such general

provision shall prevail.

1 Pa.C.S. § 1933.

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Judge Wojcik authored a dissenting opinion joined by then-Judge Cohn Jubelirer.

In his view, the CWA’s board is no longer “a board appointed by a municipality” for

purposes of Section 5622(a) by operation of Section 5610(a.1). As a result, Judge Wojcik

would have found that City may no longer unilaterally make decisions for CWA without

the approval of the other two municipalities represented on the New Board.

While Judge Wojcik conceded that Chester and Delaware Counties did not

incorporate CWA or otherwise adopt a resolution or ordinance signifying their intent to

jointly organize, he nevertheless viewed Section 5610(a.1) as “elevat[ing] the Counties to

‘joining municipalities’ for all practical intents and purposes” by replacing the existing

board appointed by City with a new board appointed by City and the Counties. Chester

Water, 263 A.3d at 710 (Wojcik, J., dissenting). Judge Wojcik explained that “[b]y

assigning the Counties membership on the board equal to … City’s membership, the

General Assembly did by legislative fiat what the municipalities could have done

themselves by jointly incorporating at CWA’s inception or later adopting a resolution or

ordinance signifying their intention to jointly organize.” Id. (emphasis omitted) (internal

quotation marks omitted) (citing 53 Pa.C.S. § 5603(a)).

Noting that the vast majority of CWA’s ratepayers reside outside of City, Judge

Wojcik found it “patently unconscionable” to allow City to pay off its debt by selling the

Authority’s assets. Indeed, in Judge Wojcik’s view, the General Assembly enacted

Section 5610(a.1) to give the Counties “seats at the table” and to prevent City “from

looting” CWA and “using the sale of [CWA]’s assets as its own municipal piggy bank.” Id.

at 713. Thus, in light of the foregoing, Judge Wojcik would have affirmed the trial court’s

order.

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Following the Commonwealth Court’s decision, CWA filed a Petition for Allowance

of Appeal at 519-522 MAL 2021, and Chester County filed a Cross-Petition for Allowance

of Appeal at 569-572 MAL 2021.

Issues

We granted review of the following issues raised by CWA:

(1) Does [City] have the right to seize the assets of [CWA]

pursuant to Section 5622(a) of the [MAA], 53 Pa.C.S. §

5622(a), and sell those assets to address its own unrelated

financial distress, while overriding the representational rights

granted by Act 73 of 2012, 53 Pa.C.S. §§ 5610(a.1),

5612(a.1), to Delaware and Chester Counties?

(2) Did the Commonwealth Court commit reversible error by

failing to follow Burke v. N. Huntingdon Twp. Mun. Auth., 136

A.2d 310, 313-14 (Pa. 1957), which is controlling precedent

that only an authority can authorize transfer under the

predecessor to Section 5622(a)?

In re Chester Water Authority Trust, 276 A.3d 203, 204 (Pa. 2022) (per curiam).

We also granted review of the following issue raised by Chester County:

When a municipality is statutorily mandated to appoint

members to a water or sewer authority board pursuant to

Section 5610(a.1) of the [MAA], does the [MAA] provide such

a municipality with the same rights to convey authority

property as a municipality who voluntarily joins a joint authority

pursuant to Section 5610(a)(2)?

Id.

Parties’ Arguments

CWA

CWA contends that the Commonwealth Court erred by interpreting Act 73 through

the lens of its own decisional case law while simultaneously overlooking this Court’s

decision in Burke, which it views as “undisturbed legal precedent” that “makes clear that

… City cannot convert the assets of” CWA without the approval of its existing board. CWA

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Brief at 19. According to CWA, Burke construed language identical to Section 5622(a)

from its predecessor in Section 18 of the MAA of 1945 to require approval of an authority

before its assets are transferred to an incorporating municipality. Id. at 21. Thus, CWA

maintains that Burke commands that City can neither seize nor force the transfer of

CWA’s assets without its approval. Id. at 22. CWA highlights that Burke stated, “no less

than three separate times,” that “such a transfer … ‘must be accomplished by an

appropriate resolution or ordinance adopted by the Authority.’” Id. at 23 (emphasis

omitted) (quoting Burke, 136 A.2d at 313). CWA maintains that the Commonwealth Court

erroneously relied instead on its own precedent in Clearfield and contests how the court

construed the conflicting portions of Burke as mere dicta. Id. at 24. CWA argues that

only this Court can determine “what Burke means[.]” Id. In its view, Burke’s holding

supports the trial court’s determination that City cannot exercise unilateral control over

CWA’s assets and urges us to not depart from that precedent today. Id. at 25. CWA

argues that this Court’s decision in Gemmill v. Calder, 3 A.2d 7 (Pa. 1938), also supports

the conclusion that City cannot unilaterally seize CWA’s assets. 6 City, CWA argues, has

never contributed to the costs to improve the authority. To the contrary, CWA was fully

self-financed through issuance of water revenue bonds at its inception “along with water

rates paid by [CWA]’s ratepayers.” Id. (citing Rankin, 68 A.2d at 462). “As with Burke,”

CWA asserts, “the Commonwealth Court consciously chose to ignore this Court’s

decision in Gemmill.” Id. at 28.

6 In Gemmill, eight municipalities created an authority but only four of them later

contracted to establish a new pumping station. A taxpayer challenged the plan, arguing

that the non-contracting municipalities could obtain a windfall from the project despite not

contributing to its cost. The Gemmill Court rejected that argument, holding that the

pumping station “would pass only to those that contributed to the cost of the

improvement.” Gemmill, 3 A.2d at 10. Gemmill went on to interpret Section 5622(a)’s

predecessor in the MAA, Section 18, to give municipalities a right to take over an authority

but held the right was “limited to the contracting municipalities alone.” Id.

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CWA maintains that the MAA, as amended by Act 73, precludes the seizure of

CWA (or its assets) by City in two ways. First, it contends that via Section 5610(a.1), Act

73 divested City of any such preexisting authority under Section 5622(a), and second,

that City cannot satisfy other statutory requirements of that provision. In interpreting the

MAA, CWA emphasizes this Court’s explanation that municipal authorities “are not the

creatures, agents or representatives of the municipalities which organize them, but rather

are independent agencies of the Commonwealth, and part of its sovereignty.” Id. at 29

(quoting Commonwealth v. Erie Metro. Transit Auth., 281 A.2d 882, 884 (Pa. 1971)). With

that in mind, CWA contends that it was the General Assembly’s clear intent through Act

73 to protect CWA “and the totality of constituents and jurisdictions it serves[.]” Id.

CWA acknowledges that Section 5622(a) “gives a municipality a limited ability,

under specified conditions, to acquire a ‘project’ operated by an authority[.]” Id. at 31.

However, CWA endorses Judge Wojcik’s dissent below, contending that Section

5610(a.1) reorganized municipal authorities and read in tandem with Section 6522(a),

results in the New Board, appointed by three municipalities, possessing the power once

retained solely by City to obtain CWA’s “projects.” Id. at 32.

CWA further endorses Judge Wojcik’s “legislative fiat” theory, which posits that the

General Assembly effectively created through Act 73 something akin to multiple

municipalities jointly organizing to form an authority pursuant to Sections 5603 and 5610.

Id. (citing Chester Water, 263 A.3d at 710 (Wojcik, J., dissenting)). 7 CWA contends the

7 CWA further opines that had

the municipalities joined together to create or later maintain

[CWA] under Sections 5603 and 5604(b), the MAA would

have imposed important limitations on their ability to change

their future relationship with [CWA] thereafter. For example,

Section 5604(a) provides that “no municipality shall be

permitted to withdraw from an authority after an obligation has

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General Assembly must have intended to have “Chester County, Delaware County, and

the City” collectively replace City’s statutory role with respect to the CWA. See id. at 34

(citing 1 Pa.C.S. § 1938 (“A reference in a statute to a governmental agency, department,

board, commission or other public body or to a public officer includes an entity or officer

which succeeds to substantially the same functions as those performed by such public

body or officer on the effective date of the statute, unless the specific language or the

context of the reference in the statute clearly includes only the public body or officer on

the effective date of the statute.”)). Thus, CWA maintains that references to an individual

municipality in Section 5622(a), which previously meant City, must now reference the

three-municipality partnership as reflected in the New Board. 8

In any event, CWA maintains that the Commonwealth Court also overlooked that

City cannot meet all the statutory preconditions of Section 5622(a). First, CWA contends

been incurred by that authority.” 53 Pa.C.S. § 5604(a). There

is no indication in Act 73, or anywhere else in the MAA, that

the General Assembly would have intended to permit such a

withdrawal from [CWA] merely because the General

Assembly, and not the municipalities, joined the two Counties

in the Authority. It could not be seriously argued that an

originally-incorporating municipality could seize the assets of

an authority that later becomes joint by municipal (as opposed

to legislative) action. Yet a desiring municipality could, in the

future, attempt such an acquisition under the same erroneous

construction of Section 5622(a) endorsed by the

Commonwealth Court below.

CWA Brief at 33.

8 CWA also cites Section 5612(a.1)(1), which provides that an authority’s money “may

not be used for any grant, loan or other expenditure for any purpose other than a service

or project directly related to the mission or purpose of the authority… .” 53 Pa.C.S. §

5612(a.1)(1). CWA contends that if “the General Assembly had intended to permit the

City to retain unilateral rights to seize the assets of [CWA], it would most assuredly not

have passed a provision precluding use of the ‘money of the authority’ for purposes other

than [CWA]’s project.” CWA Brief at 34 n.9.

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that it is not itself a “project established under this chapter by a board appointed by a

municipality” because CWA, while established under the MAA in 1939, is no longer the

same project established at its inception. Id. at 36 (quoting 53 Pa.C.S. § 5622(a)). CWA

argues that its project “has evolved from providing water service at inception almost

exclusively within the limits of the City to a ‘facility or undertaking’ primarily outside and

beyond the City” and, through “expansions financed by ratepayer-backed bond

issuances[,]” CWA “acquired existing systems and constructed new and significant

infrastructure outside of the City.” Id. at 36-37.

Second, CWA contends that its projects are not “of a character which” City, “has

power to establish, maintain or operate” because CWA’s projects are today “multi-

jurisdictional, existing well beyond the City’s limits” and yet “City has advanced nothing in

the record (which consists exclusively of pleadings at this stage) to show that it could

possibly establish, maintain, or operate such multijurisdictional projects.” Id. at 37. Nor

has it “pointed to any express delegation from the General Assembly to operate outside

of its borders[.]” Id. (citing Hamilton Hills Grp., LLC a Hamilton Twp. Zoning Hearing Bd.,

4 A.3d 788, 795 (Pa. Commw. 2010) (stating “Municipalities are creations of the

Commonwealth and possess no power beyond that which is expressly delegated to

them”)). 9

Moreover, CWA avers that, under Burke and Act 73, City is not the proper authority

to pass a resolution or ordinance, nor is it a municipality to which CWA’s projects may be

conveyed. CWA contends that the Commonwealth Court’s reliance on its pre-Act 73 case

law was erroneous and distinguishable. To the extent Clearfield stands for the proposition

9 CWA contends that even if City had the power to do so, its admitted fiscal crisis means

that it “cannot finance the basic services it is already legally obligated to provide to its

own residents” which is “fundamentally inconsistent with the precondition in Section

5622(a) that the municipality itself directly operate or maintain the project.” CWA Brief at

38.

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that the incorporating municipality is the proper authority to pass a “resolution or

ordinance” for purposes of Section 5622(a), CWA argues that directly conflicts with Burke.

Id. at 40. Nonetheless, CWA distinguishes Clearfield and its progeny because those

cases did not contemplate the divestment of a municipality’s unilateral authority through

Act 73, nor circumstances where “multiple co-equal controlling jurisdictions” sought “to

acquire all projects of the authority.” Id. at 41.

Chester County

Chester County contends that the interplay between Sections 5622(a) and

5610(a.1) presents this Court with a matter of first impression. It emphasizes that our

rules of statutory construction require that we read Section 5622(a) in pari materia with

Section 5610(a.1) to avoid surplusage and absurd interpretations. Chester County Brief

at 28. When read with these interpretative aids in mind, Chester County believes the

General Assembly must have intended Section 5610(a.1) to create an authority “that

operates as a mandatory joint authority” akin to those organized under Section

5610(a)(2). Id. at 29.

Chester County avers that, prior to Act 73, the MAA “contemplated only two types

of authorities in Pennsylvania: (1) single authorities in which the originating municipality

serves as the sole incorporator and member of the authority, 53 Pa.C.S. § 5601(a)(1);

and (2) joint authorities in which either two or more municipalities agree to form an

authority at its inception, or a single municipality forms an authority and later allows at

least one other municipality to become a member[, i]d. §§ 5603, 5604, 5610(a)(2).”

Chester County Brief at 29-30. It contends that Act 73 created a third type by legislative

fiat for circumstances where “the incorporating municipality no longer is representative of

the super-majority of the ratepayers[,]” and that it did so in order to divide both rights and

responsibilities of “rights afforded to municipalities under the MAA” between the

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“participating municipalities and the original incorporating municipality.” Id. at 30. Chester

County contends the restructured appointment of board members is significant because

it is a power given to joint authority members under Section 5610(a)(2) and that by

affording appointment power the counties under Section 5610(a.1), the General

Assembly intended to give “the same right of equal representation” to municipalities in a

mandatory joint authority as are “granted to municipalities in a joint authority.” Id. at 31.

Chester County asserts that the MAA provides “the same exact rights” to municipalities

participating in one of these three types of authorities, and that the joint authority created

via Section 5610(a.1) corrects an inequity under Section 5010(a)(2), whereby an

incorporating municipality “can unilaterally decide to reject any other municipality’s

petition to join[.]” Id. at 32.

Chester County faults the Commonwealth Court for relying on pre Act 73 cases

and also contends that the court erred by not reading Sections 5610(a.1) and 5622(a) in

pari materia. It avers that the Commonwealth Court effectively rendered Section

5610(a.1) meaningless and will serve to discourage future multi-jurisdictional

partnerships. Id. at 37.

Chester County also argues that the Commonwealth Court’s ruling does not

narrowly affect the mandatory joint authorities created by Section 5610(a.1) but

necessarily extends to all joint authorities who will be subject to an incorporating

municipality’s power to unilaterally seize an authority’s assets. Id. Chester County

contends it is “impossible to believe that the Legislature silently intended to give some

member municipalities of a joint authority ‘incorporator-like’ rights and other member

municipalities none, exposing the fundamental flaw in the Majority’s reading of Section

5622(a).” Id. at 38. Chester County contends this absurdly leads to a windfall for City

even though it never funded CWA beyond its status as a ratepayer. Id. at 40.

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Ultimately, Chester County argues it is unreasonable to “infer that the Legislature

intended (1) to exclude members’ rights in statutorily created joint authorities in contrast

to voluntarily created joint authorities and (2) to allow a small segment of the ratepayers

to reap the benefits of the authority[.]” Id. at 40 (citing McNeil-PPC, Inc. v.

Commonwealth, 575 Pa. 50, 64 (Pa. 2003) (rejecting an interpretation of a statute that

would lead to a windfall for the government at the expense of the taxpayer). Chester

County is concerned that such a windfall will come at the expense of the 79% of

ratepayers who are not represented by City, and the county dismisses Aqua’s promise

that it will institute a moratorium on rate increases if it acquires CWA. 10

Chester County rejects the analogy made by Aqua—that City’s relationship to

CWA is akin to a parent-subsidiary corporate relationship—as flawed “because it

overlooks that municipality authorities are independent agencies of the Commonwealth

and not creatures, agents or representatives of the municipalities which organize them.”

Id. at 46. Nonetheless, even if the analogy were apt, Chester County avers that City no

10 Chester County points to the experiences of several other municipalities that have

seen significant rate increases following Aqua’s takeovers of other authorities, indicating

that:

Since 2016, Aqua has agreed to buy eight wastewater

systems in the Philadelphia suburbs for $295 million: New

Garden Township, Limerick, East Bradford, Cheltenham, East

Norriton, Lower Makefield, Willistown, and East Whiteland.

…

Customers in those five towns, which generally paid low rates

under municipal ownership, will experience rate shock when

Aqua’s new rates go into effect. Limerick Township

customers will pay 82% more; East Bradford, 64%;

Cheltenham, 65%; East Norriton, 57%; and New Garden,

53%.

Andrew Maykuth, Aqua Pennsylvania’s rate hike: The price per flush will go up 50% as

early as Thursday, THE PHILADELPHIA INQUIRER, May 17, 2022.

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longer possesses a controlling interest in CWA in the wake of Act 73’s restructuring of

CWA’s Board.

Finally, Chester County contests Aqua’s arguments that Section 5610(a.1) did not

create a joint authority and that neither Delaware nor Chester County took steps to form

a joint authority under Section 5604. The county contends that it is “illogical to argue that

a municipality served by a water or sewer authority should request to join an authority

that the Legislature has already made it a part of.” Id. at 47 (emphasis in original).

Ultimately, Chester County believes that, just as “unanimous approval of all member

municipalities is required to convey the assets of a joint authority—even where a

municipality becomes a member of a joint authority long after its creation[,]” the same

logic “applies with full force to the statutorily mandated joint authority created under

Section 5610(a.1).” Id. at 48.

Delaware County

Delaware County presents no arguments pertaining directly to the issues we

accepted for review. It only argues that the Commonwealth Court’s order should be

upheld on alternative grounds, asserting that CWA “has no authority under the MAA to

create a trust and to transfer assets to that trust” and, therefore, “the Deed of Trust is void

ab initio.” Delaware County Brief at 5-6. We did not grant allowance of appeal to

determine whether CWA possesses the power to create a trust; thus, we do not consider

its arguments, nor its counterstatement of the question presented.

Aqua

Aqua defends the Commonwealth Court’s opinion without exception insofar as it

held that City, as the sole creator of CWA, “has the unilateral right to take back CWA,

without CWA’s consent as a prerequisite.” Aqua Brief at 11. It further endorses the

Commonwealth Court’s determinations that Burke is not controlling authority, that the

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intermediate court correctly distinguished Burke in Clearfield, and that the Burke Court

was never asked to determine whether an authority must itself authorize its acquisition by

the incorporating municipality. Id. at 15-17.

Aqua further contends that Act 73 did not alter City’s rights under the MAA and

thus “had no impact whatsoever on the City’s unilateral ability to alone acquire CWA’s

Assets.” Id. at 20. Aqua concedes that after Act 73, the MAA contemplates three types

of authority board compositions. Regardless of the governing structure of the authority,

however, Aqua maintains that the incorporating municipality for purposes of Section 5622

forever remains the same and, with it, the power to seize an authority’s assets. Id. at 21.

Aqua further contends that “it is undeniable that Act 73 did not convert CWA into a joint

authority” given that Section 5610(a)(2) remained unchanged under Act 73. Id. Thus,

Aqua believes the plain language of the MAA shows that the General Assembly did not

intend to create by “legislative fiat” what Section 5610(a)(2) permits—the formation of a

joint authority by consent of the participating municipalities. Instead, Aqua argues that

Section 5604 of the MAA alone “provides very specific procedures for converting an

authority initially incorporated by one municipality into” a joint authority and that neither

county availed themselves of those procedures. Id. at 22-23.

Aqua contends that the General Assembly’s failure to amend Sections 5622,

5610(a)(2) and 5604 in Act 73 was purposeful. Id. at 23. It emphasizes the absence of

any text in Section 5610(a.1) changing “the nature of the ownership of such an authority

board, including CWA, from a single municipality incorporator.” Id. at 23-24 (quotation

marks omitted). Thus, Aqua avers that Act 73 “left intact” City’s unilateral power under

Section 5622(a). Aqua concedes that joint authorities formed under Sections 5604 and

5610(a)(2) provide incorporator-like rights to late-joining municipalities, but it disputes that

the same rights arose through Act 73. Id. at 25. It claims that CWA and Chester County

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are attempting to circumvent the plain text of the statute and effectively ask us to ignore

the text of Act 73 “under the pretext of pursuing its spirit.” Id. Aqua asserts that if the

General Assembly intended Act 73 to create a joint authority akin to those created via

Sections 5604 and 5610(a)(2), it would have used language similar to those provisions in

crafting Section 5610(a.1). Id. 11 It contends that the alternative is absurd because it

would take away “City’s long-established property right” to CWA’s assets. Id. at 26 (citing

Appeal of Reading Co., 22 A.2d 906, 907 (Pa. 1941) (stating “unless the legislature by

express words or necessary implication, deprives the state of one of its existing

prerogatives or interests, the presumption is against such an interpretation”)).

Finally, Aqua contends that any potential rate increases for ratepayers are

“speculative and unsupported allegations” that, in any event, are irrelevant to the matters

before this Court. Id. at 27. 12

City

City filed separate briefs in response to CWA and Chester County. In its brief

responding to CWA, City maintains that the only matter before us is the narrow issue

decided by the Commonwealth Court, that Section 5610(a.1) “did not abrogate,

supersede, or otherwise alter a[n incorporating] municipality’s longstanding power under

Section 5622(a) … to unilaterally obtain an authority and/or its assets[.]” City Brief (to

CWA) at 1 (quoting Chester Water, 263 A.3d at 692). City emphasizes that the

intermediate court did not decide the manner or extent to which it could exercise that

power. Id. (citing Chester Water, 263 A.3d at 692 n.4). City contends that CWA’s

11 Aqua invokes to doctrine of inclusio unius est exclusio alterius, which holds that the

inclusion of one thing implies the exclusion of another.

12 Aqua avers these accusations were specifically contested in the Trust Petition action

for lack of evidentiary support, and that should its acquisition of CWA ever come to pass,

the Pennsylvania Public Utility Commission would defend ratepayers from unreasonable

rates. Aqua Brief at 28.

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attempts to conflate questions about that power with concerns about potential rate hikes

following a hypothetical sale to Aqua are well beyond the scope of the instant appeals.

Id. at 1, 16-17.

City echoes Aqua’s argument that Burke’s statement that an authority must

approve of the incorporating municipality’s attempt to obtain an authority’s project is dicta.

Id. at 19-22. It endorses the Commonwealth Court’s interpretation of Section 5622(a),

noting that critical to Clearfield’s analysis was that the word “Authorities” in the phrase

“adopted by the proper Authorities” did not refer to an authority created by an

incorporating municipality but instead “to the incorporating municipalities themselves.” Id.

at 23 (quoting Section 18(A) of the 1945 MAA). It maintains that the General Assembly

expressed its intent to retain Clearfield’s interpretation when Section 18 was reenacted

as Section 5622(a) in 2001. Id. at 26 (citing 1 Pa.C.S. § 1922(4) (permitting the

presumption that “when a court of last resort has construed the language used in a

statute, the General Assembly in subsequent statutes on the same subject matter intends

the same construction to be placed upon such language”)).

City finds further support for the Clearfield interpretation in Sections 5619(a)-(b) of

the MAA, which provides “reciprocal unilateral rights” whereby

an Authority can put back its operations to the incorporating

municipality, without the concurrence of the municipality, so

long as the Authority has paid all of its debts. … In like

manner, under Section 5622(a) of the 2001 MAA, … an

incorporating municipality can take back the operations of an

Authority, without the concurrence of the Authority, so

long as the municipality has assumed the payment of all of the

Authority’s debts. … There is no credible reason to assume

that the Legislature intended to vest an Authority with the

unilateral power to return its assets to the incorporating

municipality, but to deprive an incorporating municipality of

the same unilateral power to repossess its Authority’s assets.

Id. at 26-27 (emphasis in original).

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City further endorses the Commonwealth Court’s determination that Sections

5622(a) and 5610(a.1) are “easily reconcilable” because nothing in Section 5610(a.1)

explicitly alters an incorporating municipality’s power under Section 5622(a). Id. at 27-

29. It advises that “this Court has held that the ‘legislative intent to effectuate a drastic

change in the law is not to be inferred by mere omission and implication.’” Id. at 29

(quoting Fletcher v. Pa. Prop. & Cas. Ins. Guar. Ass’n., 985 A.2d 678, 693 (Pa. 2009)).

City argues that the only inference to be taken from the General Assembly’s silence in

Section 5610(a.1) regarding Section 5622(a) is that the former had no effect on the latter.

Regarding Chester County’s theory that Section 5610(a.1) creates a new type of

joint authority, City observes that there is “no reference to Sections 5622(a), 5603 or 5604,

or the rights accorded incorporating municipalities thereunder, in Section 5610(a.1)” and

that under those provisions, non-incorporating municipalities can join “in the original

incorporation[,]” as acknowledged in Judge Wojcik’s dissent. City Brief (to Chester

County) at 7-8 (citing Chester Water, 263 A.3d at 709 (Wojcik, J., dissenting)). However,

City argues that no provision in the MAA grants any municipality “a say in the

repossession of an authority unless they were an original incorporating municipality

pursuant to Section 5603 or a later[-]joining incorporating municipality pursuant to Section

5604.” Id. According to City, Section 5610(a.1), like Section 5610(a)(2), “is merely a

board membership provision.” Id. at 9 (distinguishing those provisions from Section

5604).

City emphasizes that Section 5610(a.1) does not 1) refer to Section 5622(a) or an

incorporating municipality’s right to repossess the incorporated authority; 2) refer to

Sections 5603 or 5604 “or the municipality incorporator rights created pursuant thereto;”

nor does it 3) explicitly confer incorporator-like rights to authority boards expanded by

Section 5610(a.1). Id. at 10. City further observes that Section 5610(a.1) refers only to

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one incorporating municipality, and notes that it “would have been a simple legislative

edict” to have described the counties added to the authority’s board “as later joining

incorporating municipalities if the Legislature intended them to have incorporator-like

rights[, b]ut such a designation is conspicuously absent.” Id. (quotation marks omitted).

Like the Commonwealth Court, City believes its interpretation is buttressed by the state

of the Commonwealth Court’s antecedent case law at the time General Assembly passed

Act 73.

City refutes Chester County’s assertion that Section 5610(a)(2) has been

interpreted to require approval of all member municipalities to convey the assets of a joint

authority. Id. at 13. It contends that both Sections 5610(a)(2) and 5610(a.1) merely

establish board membership, whereas incorporator and incorporator-like rights stem only

from Section 5603 and 5604. Id. at 14. City believes contrary interpretations rewrite “the

MAA and judicially creating a de facto joint authority out of thin air” where it is otherwise

clear that although “Chester County and Delaware County now have representatives on

the board or body of [CWA] by virtue of section 5610(a.1) of the MAA, [they] are not

incorporating municipalities of” CWA for purposes of Section 5622(a). Id. at 14 (quoting

Chester Water, 263 A.3d at 701 n.10).

City rejects Chester County’s prediction that all later-joining municipalities will be

deprived of the ability to protect their ratepayers from the incorporating municipalities

under the Commonwealth Court’s ruling, contending that Section 5604 empowers later-

joining municipalities to join in the original incorporation, a point recognized by Judge

Wojcik in his dissent. Id. at 15 (citing Chester Water, 263 A.3d at 709 (Wojcik, J.,

dissenting)). City maintains that is “is the raison d’etre for Section 5604.” Id. at 15.

City further argues that “authorities are customarily self-financing and that the right

to repossess an authority under Section 5622(a) is not conditioned on the municipality

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having provided financing to an authority after its incorporation[.]” Id. at 15-16. City

maintains that it “alone controlled the CWA for 73 years” and could have repossessed the

authority under Section 5622(a) during that time despite not having never financed it

beyond its status as a ratepayer. Id. at 16. City distinguishes City of Philadelphia v.

Schweiker, 858 A.2d 75 (Pa. 2004), because the General Assembly “has not abrogated

or superseded the City’s rights under Section 5622(a) or conferred incorporator-like rights

on the Counties under Section 5604” as it had done to the parking authority that was at-

issue in Schweiker. Id. at 17.

CWA Reply

CWA argues that Act 73 did not merely expand CWA’s board, it “reorganized and

replaced” it. CWA Reply Brief at 6. CWA believes “the proper authorities” to adopt a

resolution or ordinance to convey the project to City now include Chester and Delaware

Counties in addition to City. Id. at 7 (citing Chester Water, 263 A.3d at 709 (Wojcik, J.,

dissenting)). CWA further contends that there is no principled basis upon which to

distinguish between joint authorities created under Section 5604 and those mandated by

Act 73 under Section 5610(a.1). Id. CWA maintains that Aqua and City’s “concession

that the project of an authority made joint pursuant to Section 5604 cannot be unilaterally

acquired by the originally incorporating municipality must, without any explanation for a

distinction, be taken as an acknowledgment that an authority made joint by Act 73 is

subject to the same limitation.” Id. at 8.

CWA also faults City and Aqua for failing to address the effect of Section 1938 of

the Statutory Construction Act, averring that City, as the incorporating municipality, has

been replaced with the tripartite organization consisting of City, Chester County, and

Delaware County. Id. at 9. Consequently, CWA contends that City’s former status under

Section 5622 has been replaced by operation of Section 1938.

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CWA further contests City’s repeated use of the term “repossess” to describe the

operation of Section 5622, suggesting such language “falsely” implies that City was at

some prior time the “owner” of CWA. CWA emphasizes that this ignores that municipal

authorities are not “creatures, agents or representatives of the municipalities which

organize them,” but are instead “independent agencies of the Commonwealth, and part

of its sovereignty.” Id. at 10 (quoting Erie Metro. Transit, 281 A.2d at 884).

Chester County Reply Brief

In response to Aqua and City’s briefs, Chester County argues that there is simply

no distinction to be made between member municipalities because the “MAA does not

create classes of membership.” Chester County Reply Brief at 4. It contends that there

are discrepancies in how members municipalities are described, referring to them

inconsistently throughout the MAA as “municipalities organizing,” “members,” “governing

municipalities,” and “municipalities composing the authority.” See, e.g., 53 Pa.C.S. §§

5605(b), 5607(a), 5607(c), 5613(b). If the General Assembly had intended to distinguish

between participating municipalities generally and incorporating municipalities, Chester

County argues the legislature would have provided statutory definitions for each type.

Chester County Reply Brief at 6. Chester County contends that, without explanation,

City and Aqua fail to designate any name to this lesser

category of municipality they contend exists. They only assign

a task to them—the municipality that appoints a board

member. Contrary to their position, this same task is

associated with all municipal “members” of an authority

whether that membership was established through Section

5603 as the original incorporating municipality; Sections 5604

and 5610(a)(2) as a joining municipality; or Section 5610(a.1)

as a statutorily joined municipality.

Id. at 6-7.

Chester County believes the essential purpose of Act 73 was to correct a power

disparity created when an authority expands well beyond its original jurisdictional

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boundaries. Id. at 7. However, existing municipalities in control of an authority can simply

veto a municipality’s attempt to join under Section 5604, as the existing board must

approve any municipality seeking to join. See 53 Pa.C.S. § 5604(c) (providing the

procedure for joining or withdrawing from an existing authority). Thus, Chester County

avers that “Act 73 sought to avoid that situation or the situation where a municipality had

not pursued membership despite the authority serving its constituents.” Id. at 7-8.

Chester County contends that if incorporator-like rights arise under Section 5604

and 5610(a)(2), they must also arise under Section 5610(a.1). It argues that both

“[]sections address the same exact content and provide the same corresponding rights to

a municipality voluntarily joined pursuant to S[]ection 5610(a)(2) and a municipality joined

by statute under S[]ection 5610(a.1).” Id. at 9. The county notes that the only differences

between the two provisions are the lengths of board member’s term and residency

requirements for board members under Section 5610(a.1) that are not required under

Section 5610(a)(2). Chester County further contends that under Section 5610(b), which

provides additional residency requirements applicable to all board members described in

Section 5610, an absurdity would exist if Section 5610(a.1) does not confer incorporator-

like rights, as Section 5610(b) requires that “a majority of an authority’s board members

shall be citizens residing in the incorporating municipality … or incorporating

municipalities of the authority.” Id. at 13 (quoting 53 Pa.C.S. § 5610(b)). Chester County

argues that if “the statutorily joined municipalities are not considered ‘incorporating

municipalities,’ then the requirements for board composition under both [Sections]

5610(b) and 5610(a.1) make little sense.” Chester County Reply Brief at 13. 13 It argues

13 Because “CWA’s board consists of [nine] board members[,]” if “Chester and Delaware

Counties are not construed to be incorporating municipalities, then [five] of the board

members would need to reside” in City. Chester County Reply Brief at 14 n.6. Yet, since

(continued…)

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that City and Aqua “fail to reconcile” that the legislature intended to provide representation

for Chester and Delaware Counties’ ratepayers on CWA’s board via Section 5610(a.1),

yet simultaneously required most of those authority board members to reside in City. Id.

at 15. If, however, Chester and Delaware Counties became incorporating municipalities,

or municipalities with incorporator-like rights by operation of Section 5610(a.1), there is

no absurdity or conflict created by the interaction of Sections 5610(b) and 5610(a.1).

Comparing Sections 5604 and 5610(a.1), Chester County contends that the former

creates a process for a joining municipality to become a member of an authority, whereas

the latter supplants that process “when certain thresholds are met.” Id. at 16. 14 Chester

County maintains that no procedure is required because the MAA mandates membership

under Section 5610(a.1). Id. Chester County also observes that like Section 5604,

Section 5610(a.1) addresses “substantive terms” beyond the appointment power by

reapportioning board membership and setting the length of terms of board members. Id.

at 17. 15

Chester County also points out that City and Aqua present inconsistent arguments

regarding whether later-joining municipalities can ever obtain an incorporating

Act 73, “the CWA Board has not been comprised of a majority of residents of the City of

Chester.” Id. at 14.

14 That threshold is met when a water or sewage authority, originally incorporated by a

single municipality, “provides water or sewer services to residents in at least two counties

and has water or sewer projects in more than two counties where the combined

population of the served municipalities, excluding the incorporating municipality, is at least

five times the population of the incorporating municipality[.]” 53 Pa.C.S. § 5610(a.1).

15 Section 5604(d) requires a potential joining municipality to submit an application setting

forth “all of the information required in the case of original incorporation insofar as it

applies to the incoming municipality” including, inter alia, “addresses and terms of office

of all the members of the board as so reapportioned or revised.” 53 Pa.C.S. § 5604(d).

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municipality’s or incorporating municipalities’ repossession rights under Section 5622. Id.

at 18 n.9.

Amicus Briefs

The Official Committee of Retired Employees of the City of Chester (“Retired City

Employees”) filed an amicus brief generally supporting the Commonwealth Court’s

determination that Section 5610(a.1) is silent as to and unaffected by the subject matter

of Section 5622(a), and that the provisions do not otherwise conflict. Retired City

Employees Amicus Brief at 6-7. Retired City Employees further endorse the

Commonwealth Court’s decision insofar as it recognized that City remains the “sole

municipality that incorporated the CWA” and, thus, that it is the only municipality which

can “unilaterally acquire” the assets “managed by the CWA.” Id. at 8.

Retired City Employees assail arguments that any ownership interest in CWA or

its projects were conveyed by the sale of bonds or collection of monies from ratepayers,

contending they have no foundation in the statutory framework of the MAA and manifest

mere policy disagreements with the General Assembly. Id. at 9-10. To the extent those

policy disagreements are animated by ratepayers’ equitable interests, Retired City

Employees argue that their own equitable interests are minimized or disregarded entirely

by affording “highest priority” to CWA ratepayers’ low water rates. Id. at 12. 16

Retired City Employees also point to downstream consequences of overturning

the Commonwealth Court’s decision, contending that if Act 73 “abrogated … City’s

property interests” in CWA’s water assets, it would raise serious constitutional

16 Retired City Employees assert that there is a “real human toll” on their financial

interests if City “is not financially rehabilitated” by its “opportunity to monetize” CWA’s

assets “for fair value[.]” Retired City Employees Amicus Brief at 12.

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questions. 17 Id. at 13. Retired City Employees insist that if City lost its power under

Section 5622(a) to reclaim CWA’s assets, then Act 73 “would be a direct cause of …

City’s inability to satisfy its contractual obligations to its creditors, including … City’s

contractual obligations to the Retirees that pre-date the 2012 Act[.]” Id. at 14.

House Speaker Bryan Cutler and Representative John Lawrence (“House Amici”)

jointly filed an amicus brief. Both legislators “cast affirmative votes in favor of” Act 73

“and serve constituent interests materially impacted by the matter.” House Amici Brief at

1. House Amici note that the Octoraro Reservoir, a major source of CWA’s water, “is

sited in Amici’s Legislative Districts and Representative Lawrence represents” CWA

ratepayers. Id. They argue that in amending Section 5610 by adding Section 5610(a.1),

“the General Assembly voted unanimously to replace the boards of water authorities that

provide services to residents in more than two counties,” and intended “to ensure that

ratepayers residing outside of the incorporating municipality had a representative voice

on the governing body of the authority from which they receive services, including as to

conveyances of the authority under Section 5622 of the MAA.” Id. at 1-2. House Amici

believe the Commonwealth Court’s decision “contravenes this legislative intent.” Id. at 2.

First, House Amici contend that Section 5622(a) does not permit City to unilaterally

convey CWA assets to itself, arguing that Section 5622(a) governs conveyances of

established projects by municipal authorities, including those authorities “reconstituted by

Section 5610(a.1).” Id. at 10. House Amici argue that when Section 5602’s definitions

are incorporated into the text of Section 5622(a), keeping in mind that “reconstituted

17 In particular, Retired City Employees cite the Contracts Clauses of the Constitutions

of the United States and Pennsylvania, respectively. U.S. CONST. art I, § 10; PA. CONST.

art. I, § 17. They argue that the legislature cannot abridge City’s rights under a prior

contract. Id. (citing First Nat’l Bank of Pa. v. Flanagan, 528 A.2d 134, 137 (Pa. 1987);

Beaver Cnty. Bldg. & Loan Ass’n v. Winowich, 187 A. 481, 485 (Pa. 1936)).

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boards are comprised of appointments by municipalities (plural),” Section 5622(a) reads

as follows:

If a “structure, facility or undertaking” established under

this chapter by “the governing body of a municipal

authority” appointed by municipalities is of a character which

the municipalities ha[ve] power to establish, maintain or

operate and the municipalities desire[] to acquire the

“structure, facility or undertaking,” “the municipalities

referred to above” may by appropriate resolution or

ordinance adopted by “the municipalities referred to above”

signify its/their desire to do so, and the “municipal authority”

shall convey by appropriate instrument the “structure,

facility or undertaking” to the municipalities upon the

assumption by the municipalities of all the obligations incurred

by the “municipal authority” with respect to that project.

Id. at 12 (House Amici’s substitutions into Section 5622(a) in bold).

As such, House Amici contend that “the plain language of Section 5622 requires

that the municipality or municipalities that appoint the governing body of the … authority

adopt resolutions to effectuate a conveyance under Section 5622.” Id. (emphasis

omitted). By contrast, the Commonwealth Court’s decision allows City “to unilaterally take

possession of the CWA’s assets, without approval from the municipalities that appoint the

governing body of the CWA as reconstituted pursuant to Section 5610(a.1).” Id. at 13.

House Amici argue that this “inequity is precisely what the General Assembly intended to

prevent” through Act 73. Id. According to House Amici, the “critical question presented

by the City’s proposed conveyance” is not whether CWA must approve of a transfer under

Section 5622(a) “as the Commonwealth Court myopically viewed the matter” but, instead,

whether “City can unilaterally do so without the approval of Delaware and Chester

Counties following the reconstitution of … CWA[’s] board as required by Section

5610(a.1).” Id. at 14.

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House Amici “do not dispute” the intermediate court’s analysis in Clearfield,

Forward, Forks, and Salem. Id. House Amici contend instead that in each of those cases,

the “project” that the municipality sought to acquire was

established by the governing body of an authority that was

“appointed” solely by the municipality that sought to acquire

the “project.” Thus, the issue in those cases was whether the

municipality that appointed the [authority’s] board … could

acquire the project without the consent of the authority itself.

Id. (emphasis in original).

However, following the addition of Section 5610(a.1) to the MAA in 2012, House

Amici contend that the project that “City seeks to acquire[,]” i.e., CWA’s water system and

assets, “was established by” the New Board, which “is appointed by three municipalities

(the City, Delaware County, and Chester County).” Id. at 15 (emphasis omitted). Thus,

House Amici contend that Clearfield and its progeny remain good law but are

distinguishable because they all involved a governing board appointed solely by the

incorporating municipality. Id.

House Amici assert that the Commonwealth Court’s decision violated “several

principles of statutory interpretation.” Id. Of particular note, they contend that the

intermediate court interpreted Section 5622(a) as pertaining exclusively to the

municipality that ‘created’ or ‘incorporated’ the … authority, but that no such language

appears in Section 5622(a), which instead speaks of an authority’s board that is

“appointed by a municipality.” Id. at 16 (quoting 53 Pa.C.S. § 5622(a)). House Amici

argue that “the Commonwealth Court erred in re-writing the plain text of Section 5622 to

insert the words ‘created or incorporated’ when those words do not appear on the face of

Section 5622 itself.” Id. at 17. House Amici observe that in neighboring provisions, the

MAA utilizes terms that clearly identify an incorporating municipality with specificity. Id.

at 17-18 (citing 53 Pa.C.S. § 5619(a) (allowing an authority to convey a project “to the

municipality creating the authority”) (emphasis added); 53 Pa.C.S. § 5619(c) (requiring

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an authority to submit information “to the municipality which created it”) (emphasis

added); 53 Pa.C.S. § 5613 (requiring certain actions be approved by the governing body

of the “municipality which created … the authority”) (emphasis added)). House Amici

contend that if “the General Assembly intended Section 5622[(a)] to grant the unilateral

authority to convey an authority to the municipality that ‘created’ it (as the Commonwealth

Court found), it would have used those words in Section 5622, just like it did in Sections

5613, 5619(a), and 5619(c).” House Amici Brief at 18. House Amici fault the

Commonwealth Court for failing to give purpose and effect to this “intentional distinction.”

Id. (citing In re Consol. Appeals of Chester-Upland Sch. Dist., 238 A.3d 1213, 1222 (Pa.

2020) (“[W]here the Legislature includes specific language in one section of a statute, its

omission from a similar section often reflects a different legislative intent, and hence, it

should not be implied where excluded.”); Fletcher v. Pa. Prop. & Cas. Ins. Guar. Ass’n,

985 A.2d 678, 684 (Pa. 2009) (“[W]here a section of a statute contains a given provision,

the omission of such a provision from a similar section is significant to show a different

legislative intent.”)).

House Amici also contend that the “practical consequences” of the Commonwealth

Court’s decision are “untenable[,]” noting the concerns of CWA’s ratepayers and the

numerous other municipalities it serves if City is permitted to unilaterally seize CWA’s

assets. Id. at 20. House Amici believes this renders the intermediate court’s

interpretation unreasonable as a matter of law. Id. (citing 1 Pa.C.S. § 1922(1)).

House Amici do not contest the Commonwealth Court’s treatment of Burke,

agreeing that the Burke Court was not asked to consider whether an authority must

consent to a conveyance under the prior version of Section 5622(a). Id. at 21-23.

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Analysis

In matters involving statutory interpretation, our standard of review is de novo, and

we apply a plenary scope of review. Steets v. Celebration Fireworks, Inc., 335 A.3d 1076,

1089 (Pa. 2025). We focus on the text of a statute to ascertain its purpose and meaning,

as it is the best available evidence of the General Assembly’s intent. Id.; see also

Commonwealth v. Spence, 91 A.3d 44, 46, (Pa. 2014) (“Generally, the best indication of

the General Assembly’s intent may be found in the plain language of the statute.”). When

clear and unambiguous, our rules of construction forbid circumvention of the text “under

the pretext of pursuing its spirit.” Steets, 335 at 1089 (quoting 1 Pa.C.S. § 1921(b)).

In ascertaining legislative intent, the words of a statute must be read with an

understating of the context in which they appear, as this Court “does not dissect statutory

text and interpret it in a vacuum.” Commonwealth v. Kingston, 143 A.3d 917, 924 (Pa.

2016). Thus, we ascertain the meaning of words both within their immediate context and

with due consideration of their place in the overall statutory scheme, which at times may

narrow the plain meaning of a term that may carry varied meanings outside of those

contexts. See A.S. v. Pa. State Police, 143 A.3d 896, 906 (Pa. 2016). Thus, although a

dictionary definition may be adequate for most interpretative tasks, we must be mindful

that in “law as in life, … the same words, placed in different contexts, sometimes mean

different things.” Yates v. United States, 574 U.S. 528, 537 (2015).

The General Assembly has provided a variety of rules of construction to aid our

interpretation of statutory text in such circumstances. See 1 Pa.C.S. §§ 1903 (stating that

words and phrases typically assume their common meaning, but that “technical words

and phrases” are afforded their “peculiar and appropriate meaning or definition”);

1922(a)(1) (directing that when ascertaining legislative intent, we assume the General

Assembly does not intend absurd and/or unreasonable results); 1922(a)(2) (requiring that

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statutory text be read to give effect to all its provisions); 1932 (requiring statutes on related

matters to be read in pari materia). Also relevant here is that, unless otherwise specified,

we are obliged to read statutory text with the assumption that “[t]he singular shall include

the plural, and the plural, the singular.” 1 Pa.C.S. § 1902. Additionally, “[w]ords used in

the past or present tense shall include the future.” Id. 18

Of primary concern to us in this appeal is the function and meaning of

Section 5622(a), the operation of which exists as the predicate to all questions we

accepted for review. In the broadest sense, Section 5622(a) plainly permits the

conveyance of an authority’s projects from an authority to a municipality, but we cannot

begin to determine Section 5610(a.1)’s ostensible impact on Section 5622(a) without first

understanding more specifically how, and under what conditions, Section 5622(a)

operates. Although the Commonwealth Court has a long history of interpreting Section

5622(a), this Court has yet to address it in any meaningful detail (and not at all since the

passage of Act 73). Thus, our interpretation of Section 5622(a) is a matter of first

impression 19 and “we are not bound by Commonwealth Court decisions” that have

interpreted it. Woodford v. Ins. Dept., 243 A.3d 60, 71 n.9 (Pa. 2020).

Section 5622(a)

We will first address the meaning of Section 5622(a) of the MAA. In its proper

context, Section 5622(a) provides as follows:

§ 5622. Conveyance by authorities to municipalities or

school districts of established projects

(a) Project.--If a project established under this chapter by a

board appointed by a municipality is of a character which the

municipality has power to establish, maintain or operate and

18 Notably, Section 1902 does not direct us to read the past tense to include the present,

or the present tense to include the past.

19 As discussed below, Burke only addressed the pertinent statutory text in dicta.

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the municipality desires to acquire the project, it may by

appropriate resolution or ordinance adopted by the proper

authorities signify its desire to do so, and the authorities shall

convey by appropriate instrument the project to the

municipality upon the assumption by the municipality of all the

obligations incurred by the authorities with respect to that

project.

* * *

(d) Reserves.--Following transfer of a project pursuant to this

section, the municipality, including an incorporated town or

home rule municipality, which has acquired the project shall

retain the reserves received from the authority which have

been derived from operations in a separate fund, and the

reserves shall only be used for the purposes of operating,

maintaining, repairing, improving and extending the project.

Money received from the authority which represents the

proceeds of financing shall be retained by the municipality in

a separate fund which shall only be used for improving or

extending the project or other capital purposes related to it.

53 Pa.C.S. § 5622(a), (d).

Section 5622(a) cannot be read in isolation. The topic of Section 5622 is the

conveyance of established projects from authorities to municipalities. It does not directly

speak to the conveyances of authorities themselves. 20 It also does not utilize any

language signifying ownership of authorities by municipalities. Nor could it; this Court has

long recognized that authorities are “independent agencies of the Commonwealth” and

not the “creatures, agents or representatives” of municipalities. Erie Metro. Transit, 281

A.2d at 884 (quoting Whitemarsh Twp. Auth. v. Elwert, 196 A.2d 843 (Pa. 1964)).

Consequently, we firmly reject arguments suggesting directly or by analogy that City has

20The termination of authorities is addressed elsewhere in the MAA. See 53 Pa.C.S. §

5619.

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vested property rights associated with its relationship to CWA. Under Section 5622(a),

City either has, or does not have, the power to force the conveyance of CWA’s projects. 21

Certain terms contained within Section 5622(a) are defined in Section 5602. A

“project” is defined as:

Equipment leased by an authority to the municipality or

municipalities that organized it or to any municipality or school

district located wholly or partially within the boundaries of the

municipality or municipalities that organized it, or any

structure, facility or undertaking which an authority is

authorized to acquire, construct, finance, improve, maintain or

operate, or provide financing for insurance reserves under the

provisions of this chapter, or any working capital which an

authority is authorized to finance under the provisions of this

chapter.

53 Pa.C.S. § 5602. Pertinent here, the structures, facilities, undertakings, or working

capital that constitute projects are cabined by additional language contained in that

definition. See id. A “project” is limited to that which “an authority is authorized to acquire,

construct, finance, improve, maintain or operate, or provide financing for[.]” Id. (emphasis

added). This is phrased in the present tense, i.e., a project is something a presently

existing authority is authorized to “acquire, construct, finance,” etc. Id.

Section 5602 also defines an “Authority” as a “body politic and corporate created

under” the current MAA, the 1945 MAA, or the 1935 MAA. Id. A “Board” is the “governing

body of an authority.” Id. A “Municipal authority” is the “body or board authorized by law

to enact ordinances or adopt resolutions for the particular municipality.” Id. A

“Municipality” is a “county, city, town, borough, township or school district of the

Commonwealth.” Id.

21 Even when a municipality is empowered to force the conveyance of an authority’s

projects, significant limitations are placed upon the municipality’s use of the assets

associated with those projects. See 53 Pa.C.S. § 5622(d). Such limitations are

incongruent with ownership.

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Consistent with these definitions, an authority is not itself a project, nor is it simply

the sum of the projects it controls. An authority is itself a “body politic and corporate[.]”

53 Pa.C.S. § 5602. Again, it is an agency of the Commonwealth and a creature of statute,

not an organ or subsidiary of associated municipalities or an individual municipality that

facilitated its existence at incorporation. Erie Metro. Transit, 281 A.2d at 884.

With these definitions in mind, we can begin to understand how Section 5622(a)

operates. The first part of Section 5622(a) describes the projects that may be conveyed

by operation of Section 5622(a). It begins: “If a project established under this chapter by

a board appointed by a municipality is of a character which the municipality has power to

establish, maintain or operate[.]” 53 Pa.C.S. § 5622(a). For ease of disposition, we refer

to this as the “project-defining clause” of Section 5622(a).

There is no dispute that CWA’s projects were originally established by a board

appointed by a municipality, that is, by the Old Board. But some of CWA’s projects were

established by CWA as governed by the New Board. Read alone, this clause suggests

that not all projects managed by an authority are interchangeable for purposes

conveyances under Section 5622(a), otherwise the General Assembly could have written

far less and simply begun Section 5622(a) with ‘if the municipality desires to acquire the

project… .’ Thus, the legislative effort to describe a project subject to a Section 5622(a)

conveyance is our first clue that not all projects are conveyable in all circumstances. Also

notable in the project-defining clause is that it does not directly refer to the municipality

that incorporated or created the authority. What this all means is made clear in the

following portion of the project-defining clause.

The project-defining clause further cabins an eligible project as one that “is of a

character which the municipality has power to establish, maintain or operate and the

municipality desires to acquire the project[.]” 53 Pa.C.S. § 5622(a). This phrase is again

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describing the project, now phrased in the present tense, as contrasted with the past

tense (“established”) used earlier in first part of the project-defining clause. We must

assume this tense change is meaningful and, indeed, it explains that a project previously

“established” in the past is distinguishable from a project that “is of a character which the

municipality has power to establish, maintain or operate” in the present. 53 Pa.C.S. §

5622(a) (emphasis added). This phrase would be redundant if it referred to every project

established by an authority since it was originally incorporated.

Indeed, the General Assembly could have further simplified the language of

Section 5622(a) to accommodate the Commonwealth Court’s interpretation that

construes Section 5622(a) as only referring to an incorporating municipality. However,

Section 1922(a)(2) of our rules of statutory construction dictates that we must give

meaning to both this additional language cabining the types of projects affected and to

the change in tense as intentional acts by the General Assembly. Here, the General

Assembly chose not to use terms used elsewhere in the MAA to refer solely to an

incorporating or creating municipality. See, e.g., 53 Pa.C.S. §§ 5613(b)(1) (referencing

“the municipality which created … the authority”); 5613(b)(2) (same); 5619(a)

(concerning “the municipality creating the authority”); 5619(c) (“An authority requesting to

terminate its existence must submit a certificate requesting termination to the municipality

which created it.”). The General Assembly also used the term “incorporating municipality”

several times in Section 5610 in relation to the composition of authority boards. See 52

Pa.C.S. §§ 5610(a), (a.1), (b). Thus, Section 5622(a) cannot be read to be exclusively

referring to creating or incorporating municipalities. Had the General Assembly intended

such a narrow meaning, it would have used the language employed throughout the MAA

to describe creating and incorporating municipalities. That is not to say that some

incorporating municipalities cannot meet the conditions required to force a conveyance

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under Section 5622(a), as is illustrated in the Commonwealth Court’s case law. But it

necessarily means that Section 5622(a) is not describing a power exclusively held by

them.

The definition of “project” further illuminates the meaning and operation of the

project-defining clause. A project is defined in the present tense as a “structure, facility

or undertaking” that an authority “is” authorized to “acquire, construct, finance, improve,

maintain or operate, or provide financing for[.]” 53 Pa.C.S. § 5602. This temporal tense

is important because it refers to projects as they are presently governed by a currently-

constituted authority. A project as it exists today may be a structure, facility, or

undertaking established under a previous board of the authority, but the statutory

definition of project refers only to such property that an authority is authorized to “acquire,

construct, finance, improve, maintain or operate, or provide financing for” today. Id. The

definition of project therefore dovetails with the shift in tense made in the text of

Section 5622(a) discussed above. Consequently, Section 5622(a) only permits a

conveyance of a project to a municipality (or municipalities) that today controls the

authority.

The second part of Section 5622(a) states that “it may by appropriate resolution or

ordinance adopted by the proper authorities signify its desire to do so, and the

authorities shall convey by appropriate instrument the project to the municipality upon the

assumption by the municipality of all the obligations incurred by the authorities with

respect to that project.” 53 Pa.C.S. § 5622(a) (emphasis added). We refer to this for

ease of disposition as the “conveyance clause,” as it describes who is empowered to

convey a project defined under the project-defining clause, and how the conveyance is

effectuated. The conveyance clause can be confusing on first blush, but the context in

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which it appears, coupled with our well-worn rules of statutory construction, clearly

dictates what “it,” “property authorities,” “authorities,” and “municipalities” mean.

The “it” at the beginning of the conveyance clause must refer to “the municipality”

(or municipalities, see 1 Pa.C.S. § 1902) that presently has the “power to establish,

maintain or operate” the targeted project as dictated by the preceding project-defining

clause. Id. Thus, “by the proper authorities” must refer to the governing authorities of the

municipality or municipalities. 22 No other construction makes sense. 23 The next time the

conveyance clause uses the term “authorities” in the phrase “the authorities shall convey,”

it must be referring to an authority (e.g., the CWA), as distinct from the “proper

authorities,” the latter of which must be referencing the governing bodies of the

municipality (or municipalities) that seek to effectuate the conveyance of a project (i.e.,

the Municipal authority or Municipal authorities). The qualifier “proper” may be doing

double duty in the conveyance clause, both distinguishing it from the immediately

subsequent use of the term “authorities,” and to signify that the municipality (or

municipalities) that may effectuate a conveyance may change over the life of a project.

Through the interaction of these two clauses, it becomes clear that the municipality

(or municipalities) that may force the conveyance of an authority project are not set in

stone for all time under Section 5622(a) after projects are established. Section 5622(a)

anticipates changes in how an authority is presently governed and accommodates such

22 Although perhaps confusing at first glance, the MAA refers to the governing body of a

municipality as a “Municipal authority.” 53 Pa.C.S. § 5602. “Municipal authority” is

defined as: “The body or board authorized by law to enact ordinances or adopt

resolutions for the particular municipality.” Id. (emphasis added). This language tracks

with the language in Section 5622(a). See 53 Pa.C.S. § 5622(a) (stating “it may by

appropriate resolution or ordinance adopted by the proper authorities signify”).

23 This is where Burke’s dicta erred, as discussed below. See infra pp. 47-50.

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changes through its plain text. We note that Section 5622(a)’s flexibility predates Act 73,

and its language has remained mostly unchanged for the better part of a century.

Section 5610(a.1)

There is little dispute in this case as to what Section 5610(a.1) accomplished

generally, as the bulk of the dispute is how it interacts (if at all) with Section 5622(a).

Section 5610 provides, in pertinent part:

§ 5610. Governing body

(a) Board.--Except as set forth in subsection (a.1), the powers

of each authority shall be exercised by a board composed as

follows:

(1) If the authority is incorporated by one

municipality, the board shall consist of a number

of members, not less than five, as enumerated

in the articles of incorporation. The governing

body of the municipality shall appoint the

members of the board, whose terms of office

shall commence on the effective date of their

appointment. One member shall serve for one

year, one for two years, one for three years, one

for four years and one for five years

commencing with the first Monday in January

next succeeding the date of incorporation or

amendment. If there are more than five

members of the board, their terms shall be

staggered in a similar manner for terms of one

to five years from the first Monday in January

next succeeding. Thereafter, whenever a

vacancy has occurred by reason of the

expiration of the term of any member, the

governing body shall appoint a member of the

board for a term of five years from the date of

expiration of the prior term to succeed the

member whose term has expired.

(2) If the authority is incorporated by two or more

municipalities, the board shall consist of a

number of members at least equal to the

number of municipalities incorporating the

authority, but in no event less than five. When

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one or more additional municipalities join an

existing authority, each of the joining

municipalities shall have similar membership on

the board as the municipalities then members of

the authority and the joining municipalities may

determine by appropriate resolutions. The

members of the board of a joint authority shall

each be appointed by the governing body of the

incorporating or joining municipality he

represents, and their terms of office shall

commence on the effective date of their

appointment. One member shall serve for one

year, one for two years, one for three years, one

for four years and one for five years from the first

Monday in January next succeeding the date of

incorporation, amendment or joinder, and if

there are more than five members of the board,

their terms shall be staggered in a similar

manner for terms of from one to five years

commencing with the first Monday in January

next succeeding. Thereafter, whenever a

vacancy has occurred by reason of the

expiration of the term of any member, the

governing body of the municipality which has

the power of appointment shall appoint a

member of the board for a term of five years

from the date of expiration of the prior term.

(a.1) Water authorities and sewer authorities.--If a water or

sewer authority incorporated by one municipality provides

water or sewer services to residents in at least two counties

and has water or sewer projects in more than two counties

where the combined population of the served municipalities,

excluding the incorporating municipality, is at least five times

the population of the incorporating municipality, all of the

following apply:

(1) Ninety days after the effective date of this

subsection, the governing body in existence on

the effective date of this subsection shall be

replaced by a governing body comprised of the

following:

(i) Three members appointed by

the governing body from each

county in which the services to

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residents are provided. A member

under this subparagraph must

reside in a town, township or

borough, which receives services

from the authority.

(ii) Three members appointed by

the governing body of the

incorporating municipality.

(2) A member serving under paragraph (1) shall

serve for a term of five years.

* * *

(g) Definitions.--As used in this section, the following words

and phrases shall have the meanings given to them in this

subsection unless the context clearly indicates otherwise:

“Water or sewer authority.” An authority incorporated by a city

of the third class, a borough, a town or a township to provide

water or sewer services.

“Water or sewer project.” Any pumping station, filtering plant,

impoundment facility, dam, spillway or reservoir.

53 Pa.C.S. § 5610.

Section 5610(a) dictates the composition of an authority’s board in general cases.

Section 5610(a)(1) applies to boards incorporated by one incorporating municipality, and

Section 5610(a)(2) applies to boards incorporated by more than one incorporating

municipality or boards consisting of both incorporating municipalities and joining

municipalities. Section 5610(a)(1) requires a minimum of five board members to be

appointed by the sole incorporating municipality, sets staggered terms of board members,

and addresses the appointment of new board members when vacancies arise due to the

expiration of a board member’s term. 53 Pa.C.S. § 5610(a)(1). Section 5610(a)(2) also

sets a floor of five board members, but it requires even more when there are more than

five participating municipalities. 53 Pa.C.S. § 5610(a)(2). Section 5610(a)(2) dictates

how the board is composed and ensures that joining municipalities are entitled to “similar

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membership” as the preexisting and joining municipalities “may determine by appropriate

resolutions.” Id. Otherwise, the terms of board members and rules for replacing

vacancies due to term expiration are similar to those set forth in Section 5610(a)(1).

Act 73 added Section 5610(a.1) in 2012, creating a narrow exception to Section

5610(a). First, Section 5610(a.1) applies only to water and sewage authorities that have

expanded to provide services to residents in at least two counties. 53 Pa.C.S. §

5610(a.1). Furthermore, for the exception to apply, the authority must have water or

sewage projects in at least two counties. Id. Moreover, Section 5610(a.1)’s effect is

exceptionally narrow as it only applies “where the combined population of the served

municipalities, excluding the incorporating municipality, is at least five times the

population of the incorporating municipality.” Id. If all these conditions are satisfied,

Section 5610(a.1) requires replacement of the authority’s board within ninety days of the

effective date of Act 73. Id. § 5610(a.1)(1). 24 At that time, “the governing body” of the

existing authority is replaced by a “governing body” defined in Section 5610(a.1)(i)-(ii).

There is no dispute in this case that Act 73 applied to CWA and, accordingly, the New

Board replaced the Old Board by operation of Section 5610(a.1).

Having described the basic meaning and function of Sections 5622(a), 5610(a.1),

and related definitions, we now turn to answer the questions before us today. Chester

County and CWA present somewhat similar claims concerning whether City can

unilaterally force the conveyance of projects under Section 5622(a) in the wake of Act

73’s introduction of Section 5610(a.1). We will address those claims together. But, first,

we must address CWA’s claim that both questions are controlled by Burke.

Burke

24 Act 73 became effective on August 27, 2012.

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CWA maintains that Burke controls the questions before us insofar as it ostensibly

determined that any Section 5622(a) conveyance must be approved by that authority’s

board. Indeed, Burke stated repeatedly that the “proper authorities” in the conveyance

provision refers to an authority’s board. But those statements were dicta.

Burke was decided in 1957 under the language of Section 18(A) of the 1945 MAA,

which remains virtually unchanged under Section 5622(a). Burke was an engineer under

contract with the North Huntingdon Township Municipal Authority, working on the

expansion of the township authority’s waterworks, for which Burke expected to be paid

six percent of the total cost of the project. Burke, 136 A.2d at 312. Two years later, the

township authority sold its waterworks to the Municipal Authority of Westmoreland

County, and the township was itself a signatory to the contract. Id. Seeking unpaid fees

for services rendered, Burke filed an assumpsit action, joining as defendants the township

authority, the township, and the county authority. Pertinent here, one of Burke’s theories

of relief with respect to the township was that the township “became liable to Burke by

virtue of the provisions of [Section 18(A)] providing for the assumption of an Authority’s

projects by the municipality which created it[.]” Id. That is, Burke argued that by “signing

the contract of May 28, 1956,” the township “in effect acquired the water[]works under

this statute and therefore assumed” the township authority’s debts related to the

waterworks project. Burke, 136 A.2d at 313 (emphasis added). The trial court sustained

the township’s preliminary objection for Burke’s failure to state a cause of action and

struck the township from Burke’s complaint. Id. at 312-13.

The question this Court considered in Burke was whether the lower court had erred

in determining that the township had not been properly joined in the assumpsit action;

that is, whether Burke had instead established that the township had become liable for

his fees and expenses when the waterworks was transferred to the county authority by

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the contract. Ultimately, this Court determined that there was never an “acquisition of any

project of the [township a]uthority” by the township under Section 18(A). 25

The Burke Court determined that no Section 18(A) conveyance had occurred, in

part, because the township authority had never adopted a resolution under Section 18(A).

Id. at 314 (stating that because no “resolution or ordinance” had “ever been adopted by”

the [township a]uthority there could be no acquisition of any project of the [township

a]uthority by” North Huntingdon Township). However, this aspect of the Burke decision

was dicta.

First, the question before the Court in Burke was not whether an authority was

required to issue a resolution or ordinance to facilitate a Section 18(A) conveyance. Burke

argued that, as a party to the contract, the township had “in effect” conveyed the

waterworks to itself via Section 18(A). Id. at 313. Second, the Burke Court cited the lack

of a resolution or ordinance by the authority as evidence that no actual Section 18(A)

conveyance had occurred. Burke’s claim was premised on the notion that such a transfer

must have occurred to facilitate the sale of the project from the township authority to the

county authority. 26 However, the holding in Burke was the answer to Burke’s specific

claim that the contract had somehow necessitated or implied a Section 18(A) transfer

from the township authority to the township. In that respect, this Court ultimately

concluded that no such inference flowed from the contract:

The Township’s execution of the agreement between the

[t]ownship [a]uthority and the [c]ounty [a]uthority was simply a

waiver by the municipality of its rights to acquire the project

25 This Court also rejected Burke’s alternative theory for relief that he was a third-party

“creditor beneficiary” to the contract. Burke, 136 A.2d at 315.

26 There is no indication that Burke had claimed that the 1945 MAA did not permit such

a sale in the absence of a preceding Section 18(A) conveyance. The scant discussion of

specific arguments in Burke only permits us to infer that he had argued that a Section

18(A) conveyance was inferred because the township had signed the sale contract.

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from the [a]uthority and there was no statutory assumption by

the municipality of any of the obligations incurred by the

[township a]uthority in respect to its project. In this respect

Burke has failed to state a valid cause of action against the

Township.

Id. at 314 (emphasis added).

Burke decided only whether the township had been properly joined in the

assumpsit action, which turned on whether Burke had stated a valid cause of action

against the township. Burke was not deciding, and did not purport to hold, that an

authority must approve of a Section 18(A) transfer, although it certainly opined on that

subject. To the contrary, Burke specifically held that the township had only waived its

rights to acquire the waterworks under the contract, and, thus, that the township had never

assumed the township authority’s debts associated with the waterworks by operation of

Section 18(A). Id. Thus, Burke is not controlling law on whether an authority must

approve a Section 18(A) conveyance.

Moreover, Burke’s dicta is not persuasive. Burke’s assumption about an

authority’s statutory role in a Section 18(A) conveyance was internally inconsistent and

contrary to our plain reading of Section 18(A)’s nearly identical successor, Section

5622(a), which plainly commands that it is an authority’s participating municipalities that

must adopt a resolution or ordinance to effectuate a conveyance under Section 5622(a). 27

Burke’s dicta was internally inconsistent because it referenced a municipality’s “rights” to

acquire a project. Id. Requiring an authority’s permission to convey an authority’s project

is inconsistent with a municipality’s ostensible right to acquire it.

We agree with Clearfield’s rejection of Burke’s dicta. Burke’s examination of

Section 18(A) was brief and largely relied on case law that did not interpret the statutory

text. Id. at 313. After quoting the statute, but without performing any statutory analysis,

27 This was the same result reached by the Commonwealth Court in Clearfield.

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Burke stated that Section 18(A) “outlines the method to be pursued where a

municipality—the Authority’s creator—desires to acquire a project of the Authority; it must

be accomplished by an appropriate resolution or ordinance adopted by the Authority.” Id.

As best we can discern, Burke conflated an “authority” with the reference in Section 18(A)

to “proper authorities” who must adopt a resolution or ordinance to initiate a

conveyance. 28 As we discussed above, the “proper authorities” are the governing bodies

of municipalities, and necessarily so pursuant to the unambiguous statutory text.

Although we disagree with its initial statutory analysis insofar as it deemed Section 18(A)

ambiguous, 29 Clearfield resolved that supposed ambiguity to reach the same result,

wisely observing that

the words, ‘it or they’ are pronouns referring back to the

nearest nouns preceding them, which are ‘municipality or

municipalities[.’] The next words ‘adopted by the proper

Authorities’ being a part of the same phrase must also refer to

those governmental bodies which can pass the resolution or

ordinance. This analysis is further aided by the next phrase,

‘signify Its or Their desire to do so[,’] for here the only party (or

parties) whose desire sets in motion this process is the

municipality or municipalities.

Clearfield, 285 A.2d at 534. 30

28 This mistake can be observed in the opinion itself, as Burke first quoted the whole

provision correctly, see Burke, 136 A.2d at 313 (stating “resolution or ordinance adopted

by the proper Authorities”), and then, just three paragraphs later, it misquoted Section

18(A), substituting “Authority” for “proper Authorities,” see id. at 314. There is no analysis

in Burke explaining why “proper Authorities” refers to an authority rather than to the

authorities that govern the municipality or municipalities that seek to acquire a project.

29 Clearfield baldly declared that it was ambiguous without expressing any specific reason

for that determination. Although awkwardly worded, we do not find Section 18(A) (or as

it now exists, Section 5622(a)) to be ambiguous with respect to the fact that “proper

Authorities” cannot refer to the authority whose project is the target of a conveyance.

Within the context of the statute, and more specifically within the grammatical context of

the sentence in which it appears, “proper Authorities” cannot be referring to an authority.

30 The phrases “or municipalities,” “or they,” and “or Their” no longer appear in this

sentence, as they were removed in the 2001 recodification of the statute as Section

(continued…)

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Thus, we conclude that Burke is not controlling precedent as to whether a

municipality or an authority initiates a Section 5622(a) conveyance. Not only was Burke’s

discussion of the matter dicta, its interpretation of Section 18(A) was incorrect because

the plain language of Section 18(A) cannot support that conclusion. As Section 5622(a)

is functionally identical to its predecessor in Section 18(A), we hold likewise that an

authority does not itself play a role in the decision to initiate a Section 5622(a)

conveyance. The intermediate court’s reliance on Clearfield led it to the same conclusion

and, therefore, it did not err in that regard. However, we today correct Clearfield and its

progeny to the extent that they found ambiguous the text of Section 18(A), and by

implication, Section 5622(a).

Is City the Only Municipality That Can Force a 5622(a) Conveyance?

The remaining two questions for our review are not identical, but they do present

both sides of the same coin. CWA asks whether City has the unilateral power as CWA’s

incorporating municipality to force a Section 5622(a) conveyance of CWA’s projects

despite the addition of Section 5610(a.1) to the MAA via Act 73. Chester County

essentially asks whether Delaware County and Chester County are now equal partners

with City in wielding that conveyance power in the wake of Section 5610(a.1). Because

they are interrelated and involve the same statutory language, we will address these

issues together.

There is no dispute that City was once the only municipality that could have

invoked Section 5622(a) (or its predecessor, Section 18(A)) to acquire CWA’s projects.

City incorporated CWA at its inception and CWA’s projects were established in its earliest

days “by a board appointed by a municipality,” as the Old Board by necessity established

5622(a). Those changes do not affect our interpretation, as the removed language had

been rendered superfluous by 1 Pa.C.S. § 1902, which directs that the singular shall

include the plural.

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some of CWA’s projects, and the Old Board was exclusively appointed by City. Thus,

such projects were at one time “of a character which the municipality” had “the power to

establish, maintain or operate[.]” 53 Pa.C.S. § 5622(a).

However, Section 5622(a) is not static by its plain terms and it did not empower

City to retain its conveyance power in perpetuity. Section 5622(a) does not reference an

“incorporating” municipality nor municipalities “creating” the targeted authority. In this

regard, we must adhere carefully to what Section 5622(a) does not say. Commonwealth

v. Wright, 14 A.3d 798, 814 (Pa. 2011) (“As a matter of statutory interpretation, although

one is admonished to listen attentively to what a statute says; one must also listen

attentively to what it does not say.”) (internal brackets and citation omitted). We are not

entitled to add by interpretation what the General Assembly saw fit to purposefully

exclude. Id.

As detailed above, the MAA often references incorporating municipalities and, at

times, it references municipalities that created an authority. But no such terms are found

in Section 5622(a), which only refers more generally to a “municipality” (which we assume

includes the plural) and “proper authorities” which, as established above, necessarily

refers to the governing bodies of the municipality (or municipalities) that seek to acquire

an authority’s project. We must assume the omission of the terms “incorporating” and

“creating” to describe municipalities mentioned in Section 5622(a) was intentional,

necessitating that we afford it some effect. Thus, by its plain terms—and long before Act

73 added Section 5610(a.1) to the MAA—Section 5622(a) did not provide City with

perpetual and unilateral power under Section 5622(a) to force the conveyance of CWA’s

projects.

In determining that City retained this power after Act 73, the Commonwealth Court

relied heavily on its decisions in Clearfield, Forward Twp., and Twp. of Forks. However,

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we conclude that those decisions do not conflict with our conclusion today that City does

not retain such power in perpetuity. In each of those cases, there was only one

municipality—the incorporating municipality—at issue. In each case, the incorporating

municipality created the authority targeted under Section 18(A) and later sought to

acquire the same authority’s projects. Thus, the Commonwealth Court erred in relying

on Clearfield, Forward Twp., and Twp. of Forks to conclude that City retained its Section

18(A) power after CWA’s governing body was restructured, because none of those cases

addressed that question.

As discussed above, in Clearfield, the Commonwealth Court resolved Burke’s

erroneous dicta. However, Clearfield did not consider whether an incorporating

municipality retains its conveyance power when an authority expands beyond that

incorporating municipality’s borders or when new municipalities are added by consent or

through legislative action. No such facts were before the court in Clearfield.

Later, in Forward Twp., the Forward Township Sanitary Sewage Authority argued

that Forward Township could not “effectively dissolve” the authority by forcing it to convey

all of its property to the township without assuming the authority’s debts. Forward Twp.,

654 A.2d at 174. In addressing the authority’s ability to object to the municipality’s effort

to acquire the authority under Section 18(A), Forward Twp. relied on Clearfield for its

holding that an authority has no powers under Section 18(A). Describing the function of

Section 18(A), the Commonwealth Court then stated, “pursuant to section 18(A), a

municipality may, by ordinance, impose upon an authority the duty of executing the

necessary documents for a transfer of all of the authority’s property to its creating

municipality.” Forward Twp., 654 A.2d at 175 (citing Cnty. of Mifflin v. Mifflin Cnty.

Airport Auth., 437 A.2d 781 (Pa. Commw. 1981) (emphasis added)). Although Forward

Twp. employed the phrase “creating municipality,” it did not draw those words from the

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text of Section 18(A); it was referencing the fact that the township was, in fact, the

incorporating municipality and the “creating municipality” for purposes of Section 14 of

the 1945 MAA. In Mifflin, the Commonwealth Court used the phrase “creating

municipality” only once, and it did so when quoting directly from the text of Section 14 of

the MAA. See Mifflin, 437 A.2d at 783. 31 Thus, Forward Twp. did not hold that

Section 18(A) only applies to incorporating or creating municipalities.

Similarly, in Twp. of Forks, Forks Township sought to dissolve the authority it

created, the Forks Township Municipal Sewage Authority. Twp. of Forks, 759 A.2d at 49.

Citing Forward Twp., Twp. of Forks stated that Section 18(A) “authorizes the Township

to acquire a project after assuming all obligations related thereto. The Township created

the Authority and, under Section 18(A) of the Act, it has the power, without the consent

of the Authority, to order the Authority to comply with the Township’s Resolutions to pay

off all Bonds and debt, convey all of its assets and dissolve the Authority.” Id. at 52.

Again, the use of the term “created” was important because of the interaction with Section

14 of the 1945 MAA, not because incorporating authorities will hold the conveyance

power described in Section 18(A) in perpetuity.

There were no issues in Clearfield, Forward Twp., or Twp. of Forks involving

additional participating municipalities, reorganized authorities, or the capacity of the

incorporating municipality to establish, maintain or operate the targeted project, that

31 Section 14 of the 1945 MAA, now codified as 53 Pa.C.S. § 5619, governs the

termination of an authority. It permits an authority to unilaterally convey a “project” to the

“municipality creating the authority” once all debts related to the project are resolved. See

53 Pa.C.S. § 5619(a). Separately, it permits the authority to unilaterally convey “all its

property” to “the municipality or municipalities or” to a school district if the property is

public school property. In Forward Twp., the Commonwealth Court ultimately held that,

because of the township’s conveyance authority under Section 18(A), it had the power to

order the authority to resolve its debts under Section 14(A) before the Section 18(A)

transfer. Forward Twp., 654 A.2d at 175.

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would have cast doubt on the incorporating municipality’s unilateral conveyance power

under Section 18(A). All three cases involved an individual municipality’s power to force

a Section 18(A) conveyance where there was only one municipality that was eligible to

force the conveyance—the incorporating municipality. Thus, our decision today does not

upend the Commonwealth’s precedent in those cases. 32

32 We expressly disapprove the Commonwealth Court’s conclusion that its precedent

became part of Section 5622(a) when the MAA was recodified in 2001 pursuant to Act

22. Neither Section 2 nor Section 4 of Act 22 effectively codified the intermediate court’s

prior interpretations of the 1945 MAA. Section 2 states that the recodified provisions of

the MAA, “so far as they are the same as those of existing laws, are intended as a

continuation of such laws and not as new enactments[.]” Act of Jun. 19, 2001, P.L. 287,

No. 22, § 2. Thus, the General Assembly has directed that the recodification of the MAA

in Act 22 is just that, a recodification of the 1945 MAA, and as such, that it is not to be

treated as a new enactment. In other words, for our purposes here, Section 5622(a) is a

continuation of Section 18(A) of the 1945 MAA.

Section 4 states that, unless otherwise provided, “all activities initiated under the

Municipality Authorities Act of 1945 shall continue and remain in full force” and that

“[o]rders, regulations, rules and decisions which were made” thereunder “shall remain in

full force and effect until revoked, vacated or modified under 53 Pa.C.S. Ch. 56.” Id. § 4.

Contrary to the Commonwealth Court’s reading of this provision, the courts of this

Commonwealth do not act, issue orders, rules, or decisions under the MAA. The orders,

regulations, rules and decisions referenced in Section 4 refer to “activities” undertaken by

authorities, municipalities, and related entities that were operating under the 1945 MAA.

Thus, neither Section 2 nor Section 4 of the MAA mandated the de facto codification of

intermediate court decisional case law concerning the MAA.

Moreover, as a general matter, considering the Commonwealth Court’s conclusion that

its case law could be viewed as binding decisional law outside of the confines of the

Commonwealth Court itself, we remind that for purposes of ascertaining legislative intent

under Section 1922(4) of our Rules of Construction, a court may presume that “when a

court of last resort has construed the language used in a statute, the General Assembly

in subsequent statutes on the same subject matter intends the same construction to be

placed upon such language.” 1 Pa.C.S. § 1922(4). For purposes of state statutory law,

this Court, and not the Commonwealth Court, is the court of last resort. PA. CONST. Art.

5, § 2 (“The Supreme Court … shall be the highest court of the Commonwealth[.]”);

Warehime v. Warehime, 860 A.2d 41, 48 n.9 (Pa. 2004) (concluding that because there

were no “preserved issues of federal law” that this Court is “the court of last resort”); see

also Commonwealth v. Dickson, 918 A.2d 95, 110 (Pa. 2007) (Cappy, C.J., concurring)

(“There is no question that the Superior Court is not the ‘court of last resort’ in

Pennsylvania—it is the Supreme Court of Pennsylvania.”). The Commonwealth Court’s

(continued…)

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Although Section 5622(a) did not provide City with perpetual and unilateral powers

under Section 5622(a), City is a municipality that may exercise Section 5622(a) powers if

the other terms of Section 5622(a) are satisfied. Thus, we now turn to the project-defining

clause to determine whether City retains the power it once had over CWA’s projects.

Today, all of CWA’s projects are maintained by the CWA as it is currently

constituted, i.e., as governed by the New Board that was legislatively mandated under

Section 5610(a.1). As discussed above, a “project” is defined in the present tense as

“any structure, facility or undertaking” that “an authority is authorized to acquire,

construct, finance, improve, maintain or operate, or provide financing for insurance

reserves under the provisions of this chapter, or any working capital which an authority is

authorized to finance under the provisions of this chapter.” 53 Pa.C.S. § 5602 (emphasis

added). Thus, all of CWA’s projects are statutorily defined as projects that the New

Board-led CWA currently has the power to control. By contrast, there are no CWA

projects that the Old Board-led CWA continues to have the power to control, because the

Old Board-led CWA no longer exists. Consequently, CWA’s projects are no longer “of a

character” which City, unilaterally speaking, “has power to establish, maintain or operate”

as it once did when it had sole control of CWA’s board. 53 Pa.C.S. § 5622(a). Stated

otherwise, the CWA’s projects are now of a character that the participating municipalities

(Chester County, Delaware County and City, collectively) have the “power to establish,

maintain or operate.” Id.

To be clear, this does not mean that Section 5610(a.1) amended Section 5622(a).

The text and meaning of Section 5622(a) have remained unchanged following Act 73.

But that does not mean that Section 5610(a.1) had no practical effect on how Section

view—that its case law is baked into the MAA—suggests that its prior decisions are not

subject to challenge in the Supreme Court of Pennsylvania and is untenable for that

reason.

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5622(a) operates in individual cases. The Commonwealth Court’s error was overreading

its own case law to assume, incorrectly, that Section 5622(a) only applied to incorporating

municipalities, even though Section 5622(a)’s plain text does not mention incorporating

or creating municipalities at all. The legislative intent behind that omission is dispositive

here, because the MAA repeatedly refers to incorporating or creating municipalities

elsewhere throughout the MAA. And it is through the more general language employed

by the General Assembly in Section 5622(a), in conjunction with the MAA’s definition of

a project, that Section 5622(a)’s meaning becomes clear. Section 5622(a) defines a

conveyance power held by an authority’s incorporating municipality at the authority’s

inception, but it also contains the capacity to adapt to how authorities and municipalities

evolve over time. As such, Section 5622(a) may apply to the incorporating municipality

as it did in Clearfield, Forward Twp., and Twp. of Forks, but it may also apply to multiple

municipalities, either when participating municipalities are added by mutual consent or,

as in this case, when an authority is reorganized under multiple municipalities by

legislative command, as required under Section 5610(a.1).

The equitable arguments of all parties are not trivial, but none of them drive our

analysis; the unambiguous text of Section 5622(a) does. Section 5622(a) adapts to

changing circumstances, and in doing so it accounts for at least some of the equitable

concerns that arise when an authority expands and changes over time beyond its original

design, however imperfectly it may do so. Any imperfections in that legislative design are

the General Assembly’s concern.

Thus, we hold that the plain text of Section 5622(a), in conjunction with the

definition of a project and the authority-restructuring provisions of Section 5610(a.1),

clearly answer the remaining questions before us today. City no longer possesses the

unilateral authority under Section 5622(a) to acquire its projects because those projects

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are no longer projects “of a character” that City “has power to establish, maintain or

operate” as they once were when CWA was governed by the Old Board. 53 Pa.C.S. §

5622(a). 33 And, because the CWA’s projects are now governed by the New Board, City,

33 Without identifying any specific defect in our statutory interpretation of the plain text of

Section 5622(a), the Dissent maintains that this conclusion results in a downstream

absurdity under Section 5619(a), which also concerns “an authority’s conveyance of

projects.” Dissenting Op. at 10. Section 5619(a) permits an authority, “subject to

agreements concerning the operation or disposition of the project,” to “convey the project

to the municipality creating the authority[.]” 53 Pa.C.S. § 5619(a). The Dissent asserts

that “[t]his plainly means that ‘the municipality creating the authority’ retains inherent

power to establish, maintain, or operate the projects of the authority because, as long as

the other conditions of 5619(a) are satisfied, the authority can always convey its projects

to the municipality that created it.” Dissenting Op. at 11 (quoting 53 Pa.C.S. § 5619(a)).

The Dissent further opines that this is because “[i]t would be nonsensical for the

legislature to permit an authority to convey its projects to the creating municipality under

Section 5619(a) if the creating municipality did not have the power to maintain or operate

those projects.” Id.

Section 5619(a) concerns an existing authority’s power to convey a project to the

municipality that created the authority that established a project. Section 5622(a)

concerns a municipality’s power to force an authority to convey a project. These are

distinct powers articulated with different language, and nothing in the text of the MAA

dictates that Sections 5619(a) and 5622(a) are symmetrically related. Indeed, the “power

to establish, maintain or operate” language is a condition of Section 5622(a)’s project-

defining clause but does not appear in Section 5619(a). In the context of this case, this

means that Section 5619(a) permits (but does not require) the New Board to direct the

CWA to convey an individual project to City (if that project was established under the Old

Board). However, as we hold today, the plain text of Section 5622(a) does not permit City

to unilaterally force that same conveyance.

The text of the MAA speaks for itself. The General Assembly placed greater restrictions

on a conveyance forced by a municipality under Section 5622(a) than on a conveyance

that an authority is permitted to effectuate under Section 5619(a). Because Section

5619(a) is permissive, it seems highly unlikely that a multi-jurisdictional authority would

convey a project to an individual municipality that alone lacked the power to maintain or

operate it. Nonetheless, Section 5619(a) conveyances are subject “to agreements

concerning the operation or disposition of the project.” 53 Pa.C.S. § 5619(a). Any

deficiencies in a municipality’s power to maintain and operate a project conveyed under

Section 5619(a) may be remedied by agreements under that provision’s plain text. Thus,

we disagree with the Dissent that any downstream absurdity arises in Section 5619(a)

due to our interpretation of Section 5622(a).

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Chester County, and Delaware County are now the “proper authorities” that “may by

appropriate resolution or ordinance” wield Section 5622(a)’s conveyance power.

While our decision today definitively resolves City’s declaratory judgment action, it

does not answer all remaining issues regarding the Trust Petition. Thus, we remand to

the Delaware County Court of Common Pleas for further proceedings with respect to the

Trust Petition.

Conclusion

Burke’s statements indicating that an authority has the power to initiate a Section

5622(a) conveyance were dicta. The plain text of Section 5622(a) does not require an

authority to initiate or assent to a conveyance of its projects. Municipalities that seek to

wield Section 5622(a)’s conveyance power may only do so insofar as the targeted

projects for acquisition are of a present character that the municipalities have the power

to establish, maintain or operate. In the context of this case, this means that City no

longer possesses the unilateral power to acquire CWA’s projects under Section 5622(a).

In order to acquire CWA’s projects, City, Chester County and Delaware County, the

legislatively designated municipalities that share governance over the CWA, are now the

“proper authorities” referred to in Section 5622(a) who may demand conveyance of CWA

projects under that provision. Consequently, we reverse the order Commonwealth Court.

Chief Justice Todd and Justices Wecht and McCaffery join the opinion.

Justice Dougherty concurs in the result.

Justice Mundy files a concurring and dissenting opinion.

Justice Brobson did not participate in the consideration or decision of this matter.

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