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

[J-42A-2025, J-42B-2025, J-42C-2025, J-42D-2025, J-42E-2025, J-42F-2025, J-42G-

2025 and J-42H-2025] [MO: Donohue, J.]

IN THE SUPREME COURT OF PENNSYLVANIA

MIDDLE DISTRICT

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 :

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

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

CITY OF CHESTER : No. 52 MAP 2022

:

:

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2025 and J-42H-2025] [MO: Donohue, J.] - 2

v. : Appeal from the Order of the

: Commonwealth Court at No. 514 CD

: 2020 dated September 16, 2021

CHESTER WATER AUTHORITY NICOLE : Reversing the Order of the Delaware

WHITAKER, WANDA MANN, MICHELLE : County Court of Common Pleas,

CONTE, TYLER THERRIAULT, ESQUIRE, : Civil Division, at No. CV-2019-

KATHRYN A. TOWNSEND, VICTOR S. : 005976 dated April 24, 2020 and

MANTEGNA, JAMES D. NEARY, DIANE : Remanding.

AND JAMES BOHR AND WOLF EQUITY, :

L.P. : ARGUED: May 14, 2025

:

:

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

CONCURRING AND DISSENTING OPINION

JUSTICE MUNDY DECIDED: January 21, 2026

We granted allowance of appeal to consider whether the City of Chester (City) has

the right to seize the assets of Chester Water Authority (Authority), a municipal authority

that the City created and incorporated, under Section 5622(a) of the Municipal Authorities

Act (MAA), 53 Pa.C.S. §§ 5601-23, which provides:

(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

the municipality desires to acquire the project, it may by

appropriate resolution or ordinance adopted by the proper

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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).

I join the portion of the Majority Opinion concluding that this Court’s statements in

Burke v. North Huntingdon Township Municipal Authority, 136 A.2d 310 (Pa. 1957), that

an authority has the power to initiate a Section 5622(a) conveyance, were dicta. I further

agree with the Majority that an authority does not play a role in the decision to initiate or

approve a conveyance under Section 5622(a), and that Section 5622(a) is not

ambiguous. However, I dissent to the Majority’s holding that the City, as the sole

municipality creating and incorporating the Authority, does not have the present ability

under the MAA to acquire the Authority’s projects. Contrary to the Majority’s conclusion,

the unambiguous language of the MAA, specifically Sections 5619(a) and 5622(a), plainly

provides that the City continues to have the power to establish, maintain, or operate the

Authority’s projects regardless of the composition of its governing body.

For purposes of this dissent, I highlight the following facts and procedural history.

The City alone incorporated the Authority in 1939, and the City renewed the Authority’s

charter in 1965 and 1998. The Authority originally provided water services to customers

in the City and expanded its services over time into portions of Delaware and Chester

Counties. In re: Chester Water Auth. Tr., 263 A.3d 689, 692 (Pa. Cmwlth. 2021). From

1939 to 2012, a five-member board appointed by the City governed the Authority (Old

Board). On August 27, 2012, Section 5610(a.1) of the MAA became effective, which

provides:

(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

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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

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.

53 Pa.C.S. § 5610(a.1) (footnote omitted). Accordingly, by operation of Section

5610(a.1), the Authority’s Old Board was replaced by a nine-member board composed of

three members appointed by each of the City, Delaware County, and Chester County

(New Board). However, while Section 5610(a.1) provided Delaware and Chester

Counties with the power to appoint members to the Authority’s board, the legislature did

not concomitantly elevate the status of municipalities with Section 5610(a.1) appointment

powers to municipalities that created, incorporated, or joined the Authority. See 53

Pa.C.S. § 5603 (providing the incorporating municipality or municipalities execute articles

of incorporation filed with the Secretary of the Commonwealth); 53 Pa.C.S. § 5604

(stating any municipality can join an existing authority by resolution or ordinance and filing

an application with the Secretary of the Commonwealth). In fact, there is no dispute that

Delaware County and Chester County did not create, incorporate, or join the Authority.

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In 2017, Aqua Pennsylvania, Inc. (Aqua) submitted an unsolicited offer of $320

million to purchase the Authority, which the New Board unanimously rejected.

Nonetheless, the City, which had been designated as a financially distressed municipality,

began contemplating options to monetize the Authority’s assets. In response to the City’s

intentions and Aqua’s offer, the Authority executed a declaration of trust in 2019 to

transfer its assets into a trust and filed a trust petition seeking the court of common pleas’

approval. The City and Aqua, among other parties, objected and filed motions for

judgment on the pleadings asserting only the City had the power to transfer the Authority’s

assets under Section 5622(a). During the trust litigation, the City filed a separate

complaint against the Authority seeking a declaratory judgment that Section 5622(a) gave

the City the unilateral power to obtain and sell the Authority and an injunction precluding

the Authority from interfering with that right and from encumbering or dissipating the

Authority’s assets. Aqua and the City filed motions for judgement on the pleadings in the

trust petition action, and the City filed a motion for judgment on the pleadings in the

declaratory judgment action.

The trial court denied the motions in both cases, reasoning that under Section

5622(a) any conveyance of the Authority must be authorized by the Authority’s current

governing body, i.e., the New Board. After granting permission to appeal, the

Commonwealth Court reversed. The Commonwealth Court held that “despite section

5610(a.1) of the MAA, the City possesses the sole power under section 5622(a) of the

MAA to demand and compel the conveyance of the Authority and its assets by enacting

the appropriate resolution and/or ordinance.” In re: Chester Water Auth. Tr., 263 A.3d at

706. The court further emphasized that its decision was limited to the scope of the City’s

general power under Section 5622(a), and it did not reach “the separate issue of whether

the City can satisfy all of the conditions within section 5622(a) and obtain all of the assets

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of the Authority.” Id. (emphasis in original). We granted allowance of appeal to review

the Commonwealth Court’s statutory interpretation of Section 5622(a).

The Majority reverses the Commonwealth Court based on its conclusion that the

“City no longer possesses the unilateral authority under Section 5622(a) to acquire its

projects because those projects 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.” Maj. Op. at 57. In the Majority’s view, the combination of Section 5622(a) and

the definition of “project” in Section 5602 in the present tense as “any structure, facility or

undertaking which an authority is authorized to acquire, construct, finance, improve,

maintain or operate,” 53 Pa.C.S. § 5602, means that a municipality seeking to acquire an

authority’s project must have the present “power to establish, maintain, or operate” the

project. Maj. Op. at 55. The Majority further characterizes Section 5622(a) as containing

two clauses: the “project-defining clause” and the “conveyance clause.” Id. at 38-41.

Because the “project-defining clause” states that “[i]f 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), the Majority reasons

that “a project established . . . by a board appointed by a municipality” is distinct from a

project that currently “is of a character which the municipality has power to establish,

maintain or operate.” Maj. Op. at 39 (quoting 53 Pa.C.S. § 5622(a)). This leads the

Majority to conclude that “Section 5622(a) only permits a conveyance of a project to a

municipality (or municipalities) that today controls the authority.” Id. at 40.

Proceeding to the “conveyance clause” in Section 5622(a), which provides “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

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authorities with respect to that project,” 53 Pa.C.S. § 5622(a), the Majority opines that “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.” Maj. Op. at 41. The Majority acknowledges that “City was once the

only municipality that could have invoked Section 5622(a) (or its predecessor, Section

18(A)) to acquire [the Authority’s] projects.” Id. at 50. However, in the Majority’s view,

“Section 5622(a) is not static by its plain terms and it did not empower City to retain its

conveyance power in perpetuity.” Id. at 51. Nonetheless, the Majority notes that “City is

a municipality that may exercise Section 5622(a) powers if the other terms of Section

5622(a) are satisfied,” but City no longer has the power to establish, maintain, or operate

the Authority’s projects because all the Authority’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. at 55.

Accepting the Majority’s construction of Section 5622(a) as containing two clauses,

I disagree that the “project-defining clause” combined with the definition of “project” in

Section 5602 means the City can no longer acquire the Authority’s projects because it

does not currently have the power to establish, maintain, or operate them. Instead,

Section 5622(a)’s plain language read together with the plain language of Section 5619(a)

shows that the City has the present ability to acquire the Authority’s projects established

by the Old Board.

Initially, the “project-defining clause” clearly states a municipality may adopt a

resolution or ordinance to acquire “a project established under this chapter by a board

appointed by a municipality.” This limits a municipality’s Section 5622(a) acquisition

power to a project that was “established” by a board appointed by a municipality. The

term “establish” is defined as “[t]o settle, make, or fix firmly; to enact permanently” and

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“[t]o make or form; to bring about or into existence[.]” Establish, BLACK’S LAW DICTIONARY

(12th ed. 2024). Accordingly, Section 5622(a) clearly provides a municipality with the

power to seek to acquire a project that was made, formed, or brought into existence by a

board appointed by the municipality. As the Majority acknowledges, in this case, “[t]here

is no dispute that [the Authority’s] projects were originally established by a board

appointed by a municipality, that is, by the Old Board. But some of [the Authority’s]

projects were established by [the Authority] as governed by the New Board.” Maj. Op. at

38. Significantly, Section 5622(a) uses “established” to define the project, not maintained

by or operated by, so the relevant inquiry is whether the project the municipality seeks to

acquire is one which a board appointed by the municipality originally made, formed, or

brought into existence. Again, there is no dispute that the Authority’s original projects

were established by the Old Board, which was appointed by the City, and thus, they meet

this requirement.

That is not, however, the only requirement in the “project-defining clause,” as it

continues that the project a municipality seeks to acquire must be “of a character which

the municipality has power to establish, maintain or operate[.]” 53 Pa.C.S. § 5622(a). I

disagree with the Majority that the City does not have the current power to establish,

maintain, or operate the Authority’s projects, regardless of the composition of the

Authority’s board. The Majority aptly recognizes that “Section 5622(a) cannot be read in

isolation.” Maj. Op. at 36. Under the MAA’s framework, both Sections 5622(a) and 5619

“address the transfer of an authority’s project to the municipality or municipalities that

created the authority.” Cnty. of Allegheny v. Moon Twp. Mun. Auth., 671 A.2d 662, 665

(Pa. 1996) (analyzing the 1945 MAA predecessors of Section 5619 and 5622(a), which

are substantially identical to the current sections); accord Mifflin Cnty. v. Mifflin Cnty.

Airport Auth., 437 A.2d 781, 783 (noting Section 14 of the 1945 MAA, the predecessor to

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53 Pa.C.S. § 5619, combined with Section 18(A) of the 1945 MAA, the predecessor to 53

Pa.C.S. § 5622(a), apply when a municipality seeks to acquire a project).

Section 5619, mentioned in a footnote by the Majority, provides:

(a) Conveyance of projects.—When an authority has finally

paid and discharged all bonds, with interest due, which have

been secured by a pledge of any of the revenues or receipts

of a project, the authority may, subject to agreements

concerning the operation or disposition of the project, convey

the project to the municipality creating the authority or, if the

project is a public school project, to the school district to which

the project is leased.

(b) Conveyance of property.—When an authority has finally

paid and discharged all bonds issued and outstanding and the

interest due on them and settled all other outstanding claims

against it, the authority may convey all its property to the

municipality or municipalities or, if the property is public school

property, then to the school district for which the property was

financed, and terminate its existence.

(c) Certificate.—An authority requesting to terminate its

existence must submit a certificate requesting termination to

the municipality which created it. If the certificate is approved

by the municipality by its ordinance or resolution, the

certificate shall be filed in the office of the Secretary of the

Commonwealth; and the secretary shall note the termination

of existence on the record of incorporation and return the

certificate with approval to the board. The board shall cause

the certificate to be recorded in the office of the recorder of

deeds of the county. Upon recording, the property of the

authority shall pass to the municipality or municipalities or, if

the property is public school property, then to the school

district for which the property was financed; and the authority

shall cease to exist.

53 Pa.C.S. § 5619.

Subsection 5619(a) is relevant here as it applies to an authority’s conveyance of

projects. It provides that an authority may convey its projects, after paying and

discharging all bonds secured by those projects, “subject to agreements concerning the

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operation or disposition of the project, to the municipality creating the authority.” 53

Pa.C.S. § 5619(a). This 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. Further, despite the “impediments” Section

5619(a) imposes on the conveyance of an authority’s projects, it does not preclude the

conveyance of projects to the creating municipality when an authority’s board is

composed of two or more municipalities. See Cnty. of Allegheny, 671 A.2d at 665 (noting

the predecessors to Sections 5619 and 5622(a) “were presumably enacted to preclude a

municipality from obtaining title to projects until the authority had entirely paid off its debts,

and from assuming responsibility over projects absent a resolution or ordinance indicating

the municipality’s clear willingness to do so”); Twp. of Forks v. Forks Twp. Mun. Sewer

Auth., 759 A.2d 47, 52 (Pa. Cmwlth. 2000) (“Section 14 [now 53 Pa.C.S. § 5619] has

been held to authorize the Township, as the creating municipality, to take over the Project

pursuant to Section 18A [now 53 Pa.C.S. § 5622(a)] after the impediments of Section 14

in the form of agreements, claims and outstanding debt obligations (the Bonds) are

discharged”); Forward Twp. Sanitary Sewage Auth. v. Twp. of Forward, 654 A.2d 170,

173 (Pa. Cmwlth. 1995) (“where there are no impediments under [S]ection 14 of the

Municipality Act [now 53 Pa.C.S. § 5619], and an authority is not foisting its debts upon a

municipality without its consent, a municipality has the power to take over the project of

an authority pursuant to [S]ection 18(A) [now 53 Pa.C.S. § 5622(a)]”); Mifflin Cnty., 437

A.2d at 783. It 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. See 1 Pa.C.S. § 1922(1)-

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(2) (the legislature “does not intend a result that is absurd, impossible of execution or

unreasonable[,]” and it “intends the entire statute to be effective and certain”).

Based on the foregoing, I disagree with the Majority’s conclusion that “Section

5622(a) only permits a conveyance of a project to a municipality (or municipalities) that

today controls the authority,” Maj. Op. at 40, because that is inconsistent with Section

5622(a)’s requirement that the project was established by a board appointed by a

municipality as well as Section 5619(a)’s authorization of an authority’s conveyance of a

project (subject to its impediments) to the municipality creating the authority. Moreover,

despite the addition of Section 5610(a.1), expanding the composition of a multi-

jurisdictional authority’s board, the legislature retained and did not alter Sections 5619(a)

or 5622(a).

Accordingly, the plain language of Sections 5619(a) and 5622(a) provide that a

project established by a board appointed by a municipality may be acquired by and

conveyed to a municipality that has the power to establish, maintain, or operate the

project, a power that the creating municipality retains. Here, the City is a municipality that

can exercise Section 5622(a) because it was the municipality that appointed the Old

Board that established the Authority’s original projects, and it has the current power—as

the municipality that created the Authority—to establish, maintain, or operate those

projects as provided in Section 5619(a). 1 Therefore, I would affirm the Commonwealth

Court’s order, and I dissent to the Majority’s ultimate holding.

1 The Majority’s rejoinder refuses to recognize that Section 5622(a) and Section 5619(a)

are two sides of the same coin. See Maj. Op. at 57 n.33. Section 5622(a) permits a

municipality to force the conveyance of an authority’s project, and Section 5619(a) limits

an authority’s ability to convey its projects to a municipality. As our cases have observed,

when a municipality seeks to force a conveyance under Section 5622(a), the conditions

of Section 5619(a) still must be satisfied for the authority to complete that conveyance.

See Cnty. of Allegheny, 671 A.2d at 665; Mifflin Cnty., 437 A.2d at 783. The Majority

cites no authority to support its view that Sections 5619(a) and 5622(a) contain “distinct

(continued…)

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powers articulated with different language, and nothing in the text of the MAA dictates

that Sections 5619(a) and 5622(a) are symmetrically related.” Maj. Op. at 57 n.33. In

fact, the Majority’s construction of Sections 5619(a) and 5622(a) as unrelated

contravenes all the cases that have previously interpreted the interaction of those

sections. See Cnty. of Allegheny, 671 A.2d at 665; Mifflin Cnty., 437 A.2d at 783; Twp.

of Forks, 759 A.2d at 52; Forward Twp. Sanitary Sewage Auth., 654 A.2d at 173.

While I agree with the Majority that Section 5622(a) is not ambiguous, I disagree

with its holding that the City cannot unilaterally force a conveyance under the plain

language Section 5622(a). See Maj. Op. at 57 n.33. Under the MAA’s framework, the

City, as the creating municipality of the Authority, has the present ability pursuant to

Section 5619(a) to establish, maintain, or operate the Authority’s projects established by

the Old Board, regardless of the current composition of the Authority’s board, and can,

thus, force the conveyance of the Authority’s projects under Section 5622(a).