# Mandating Dealership Agreements for Automakers Receiving Federal Funds: Constitutional Analysis

> Briefs, arguments, decisions, and more.

URL: https://www.frixlaw.com/law-library/documents/crs%3AR40736

## Record

- **Collection:** Congressional research report
- **Document type:** CRS Report
- **Published:** July 27, 2009
- **Citation:** R40736

## Text

Mandating Dealership Agreements for
Automakers Receiving Federal Funds:
Constitutional Analysis
name redacted
Legislative Attorney
name redacted
Legislative Attorney
name redacted
Legislative Attorney
July 27, 2009

Congressional Research Service
7-....
www.crs.gov
R40736

CRS Report for Congress
Prepared for Members and Committees of Congress

Mandating Dealership Agreements for Automakers Receiving Federal Funds

Summary
Auto dealers, which act as intermediaries between automakers and final consumers, are
independent businesses with contracts with the automakers. As General Motors Corporation (Old
GM) and Chrysler LLC (Old Chrysler) have moved through bankruptcy restructuring, the
presence of these dealer contracts has been an important issue. In order to allow the automakers
to downsize and seek a more competitive business model, the bankruptcy courts allowed both Old
Chrysler and Old GM to cut their dealership networks. This allowed the new entities that bought
the assets of the bankrupt companies, Chrysler Group LLC (New Chrysler) and General Motors
Company (New GM), to operate without the contractual and statutory obligations associated with
those dealership agreements.
Dealers objected to the cuts, first in the bankruptcy proceedings, and later in the media and to the
Congress. Several congressional hearings have been held that addressed the reduction of the
automakers’ dealership networks. Additionally, several bills have been introduced that appear to
be intended to restore the dealership agreements with the automakers in bankruptcy or assign
those agreements to the newly created automakers that purchased assets from those automakers
that are currently in bankruptcy proceedings.
This report discusses the constitutionality of legislation to require that auto manufacturers
receiving federal aid be subject to the contractual and statutory obligations owed to such dealers
before bankruptcy. The report will address two forms of these proposals, one that addresses GM
and Chrysler dealers specifically (H.R. 2743 and S. 1304), and one that addresses the issue of
dealership assignment more generally (H.R. 2796 and H.R. 3170 § 744(b)). The report will
address three questions: (1) whether these proposals violate the uniformity requirement of Article
I, Section 8, clause 4 of the Constitution (the Bankruptcy Clause); (2) whether mandatory
assignment of the dealers’ contracts to the New GM and the New Chrysler would violate either
substantive due process or the Fifth Amendment’s Takings Clause; and (3) whether such
mandatory assignments could make the United States liable for damages under a theory of breach
of implied contract.
The report concludes that, of the proposals at issue, those that arguably are not limited to the GM
and Chrysler bankruptcies may be less likely to be found to violate the uniformity requirement of
the Bankruptcy Clause. The report also concludes that, while it is difficult to establish the longterm economic impact of these legislative proposals, the application of these bills to the New GM
and the New Chrysler are not likely to be found to violate substantive due process, or to constitute
a taking in violation of the Fifth Amendment of the Constitution if analyzed under current case
law. However, these proposals are beyond anything the U.S. Supreme Court has previously
addressed in its substantive due process decisions, which makes it impossible to dismiss the
possibility that the Court might find that substantive due process was offended by forcing the new
automakers to be parties to dealership contracts formed between the dealers and the bankrupt
automakers. Additionally, the report concludes that it is not clear to what extent the United States
might be liable under a breach of implied contract theory for the application of these bills to those
two new corporate entities.

Congressional Research Service

Mandating Dealership Agreements for Automakers Receiving Federal Funds

Contents
Introduction ................................................................................................................................1
Constitutional Analysis ...............................................................................................................3
The Uniformity Requirement of the Bankruptcy Clause ........................................................3
Railway Labor Executives’ Association v. Gibbons ..........................................................3
Current Legislative Proposals..........................................................................................5
H.R. 2743 and S. 1304 ..............................................................................................6
H.R. 2796 and § 744(b) of H.R. 3170........................................................................7
Application of the Uniformity Clause........................................................................8
Takings and Due Process.......................................................................................................9
Breach of Contract .............................................................................................................. 12

Contacts
Author Contact Information ...................................................................................................... 15

Congressional Research Service

Mandating Dealership Agreements for Automakers Receiving Federal Funds

Introduction
Recently, several bills have been introduced in the 111th Congress that would require an
automobile manufacturer, if formed as a result of bankruptcy and with financial assistance from
the U.S. government, to assume the statutory and contractual obligations associated with
agreements that existed between auto dealers and the debtor automakers from whom assets had
been purchased. While some of these bills may have prospective application, some of them may
also apply to existing automobile manufacturers.
Presently, two automakers have been formed as a result of bankruptcy and with financial
assistance from the federal government: Chrysler Group LLC and General Motors Company.
These new corporate entities (hereinafter “New Chrysler” and “New GM”) purchased assets from
the two automobile manufacturers that entered bankruptcy bearing similar names: Chrysler LLC
and General Motors Corporation (hereinafter “Old Chrysler” and “Old GM”). Old Chrysler and
Old GM retained some assets and most liabilities. Although media reports have referred to each
as having “exited” or “emerged” from bankruptcy, each is still in bankruptcy, but is now referred
to in legal proceedings by a new name. 1
As part of their bankruptcy proceedings, both Old Chrysler and Old GM, pursuant to 11 U.S.C.
§ 365, rejected contracts they had with some dealers in their dealership network. 2 Additionally,
prior to filing for bankruptcy, Old GM had advised approximately one third of its dealers that it
would not be renewing their contracts in 2010. It offered these dealers wind-down agreements
that, if signed, would assure the dealers that their contracts would not be rejected under section
363 if the company were to file for bankruptcy protection.3
Under the terms of the federal loans both Old Chrysler and Old GM received in December 2008,4
each auto manufacturer was required to file viability plans in February 2009. In March 2009, each
of the plans was rejected by the Auto Task Force, which cited steps that needed to be accelerated.
One of these steps was closure of dealerships, although the details of such closures were left to
the auto manufacturers.
GM and Chrysler dealers objected to the rejection of their contracts, but each bankruptcy court
approved the rejections. The courts also approved the terms of the sales of the auto
manufacturers’ assets as going concerns. Under those terms, the purchasing entities—New

1
The former Chrysler LLC is now referred to in court filings as “Old Carco LLC (f/k/a Chrysler LLC).” The former
General Motors Corporation is now named “Motors Liquidation Company.”
2
Automobile manufacturers rely on their dealership network for sales and service of their vehicles. These dealers are
independent businesses that enter into contracts with the manufacturers. Every state has enacted laws specifically
addressing the relationship between dealers and their respective manufacturers. These auto dealer franchise laws
generally address termination of contracts as well as nonrenewal of those contracts. For more detailed background
information about automobile dealers, please see CRS Report R40712, U.S. Motor Vehicle Industry Restructuring and
Dealership Terminations, by (name redacted) and (name redacted).
3
The assurance that they would not be rejected in bankruptcy meant that those dealers who signed a wind-down
agreement would be able to continue operations into 2010 rather than ceasing operations in 2009.
4
For more information on the terms of these loans and the events leading to the auto manufacturers’ bankruptcy filings,
please see CRS Report R40003, U.S. Motor Vehicle Industry: Federal Financial Assistance and Restructuring,
coordinated by (name redacted).

Congressional Research Service

1

Mandating Dealership Agreements for Automakers Receiving Federal Funds

Chrysler and New GM—did not assume the contracts of the rejected dealers. New GM did
assume the wind-down agreements.
Reducing the number of dealerships has been cited by the old and new auto manufacturers as a
necessary step for the viability of the new manufacturers. However, many dealers question
whether this reduction of the dealership networks is really necessary to the success of New
Chrysler and New GM. Additionally, some rejected Chrysler dealers have objected to the short
time they were given to wind-down their operations (26 days). Some GM dealers have raised
objections to the terms of their recent contractual agreements; these include some dealers that
entered into the wind-down agreements5 as well as continuing dealers, who entered into
performance agreements. Dealers have brought their concerns to Congress, and Congress has
responded with both hearings and legislative proposals.
Two companion bills, H.R. 2743 and S. 1304, appear intended to renew statutory and contractual
obligations that were owed from Old Chrysler and Old GM to their respective dealers before
bankruptcy. The new auto manufacturers, New Chrysler and New GM, would be assigned those
contracts.
Another bill, H.R. 2796, has similar requirements without naming the auto manufacturers to
which it applies. It defines the covered auto manufacturers as being any in which the federal
government has either a financial or ownership interest. However, it is arguable that, as worded,
the bill’s provisions might not apply to either New Chrysler or New GM.6
Related language is also found in an amendment offered by Representative LaTourette to H.R.
3170, the House Financial Services and General Government Appropriations Act, 2010, approved
by the House Committee on Appropriations on July 7, 2009, and approved by the House on July
16, 2009. As with H.R. 2796, it is possible that the provisions in this related language would not
apply to either New Chrysler or New GM.
This report will address various constitutional concerns raised by these bills. The three areas of
concern are (1) whether the bills violate the uniformity requirement of the Bankruptcy Clause of
the U.S. Constitution; (2) whether mandatory assignment of the contractual and statutory
obligations associated with the dealer contracts in question to the New GM and the New Chrysler
would violate either substantive due process or the Fifth Amendment’s Takings Clause; and (3)
whether such mandatory assignment would make the United States liable for damages under a
theory of breach of implied contract.

5

However, in oral testimony before the House Committee on the Judiciary’s Subcommittee on Commercial and
Administrative Law on July 22, 2009, New GM’s representative, Michael J. Robinson, said that some of New GM’s
continuing dealers had asked if they could choose to enter into wind-down agreements and voluntarily terminate their
dealership contracts.
6
The bill provides that a covered manufacturer that enters bankruptcy must “assume (or assign to a successor)” dealer
agreements. However, neither New Chrysler nor New GM has entered into bankruptcy. Another provision requires a
covered manufacturer to “require any new entity created in such case” to “enter into a new dealer agreement.” The
effect of this provision is uncertain because Old Chrysler and Old GM do not appear to have legal authority to direct
the activities of New Chrysler and New GM, and the provision was not part of the terms of the asset sale.

Congressional Research Service

2

Mandating Dealership Agreements for Automakers Receiving Federal Funds

Constitutional Analysis
The Uniformity Requirement of the Bankruptcy Clause7
Congress’s power to enact bankruptcy laws is one of its enumerated powers under the U.S.
Constitution. Article I, § 8, clause 4 gives Congress the power “[t]o establish … uniform laws on
the subject of Bankruptcies throughout the United States.” In 1902, the U.S. Supreme Court
established that the uniformity required was geographical rather than personal, holding that
federal law may allow state law to determine a debtor’s exemptions.8
Only once in its history, in Railway Labor Executives’ Association v. Gibbons,9 has the Supreme
Court found that a law violated the uniformity requirement of the Bankruptcy Clause. That case
involved a legislative response to a pending bankruptcy case. In analyzing whether the provisions
currently before Congress violate the uniformity requirement of the Bankruptcy Clause, it may be
helpful to look at the facts and analysis of that case.

Railway Labor Executives’ Association v. Gibbons
When the Rock Island and Pacific Railroad Company, already under the protection of a Chapter
11 bankruptcy filing, ceased operations and prepared to liquidate, the bankruptcy court
determined that a statutory requirement for “a fair arrangement” to protect the interest of
employees when there was a court-approved abandonment of rail service10 was not necessary
when there was a “total, systemwide abandonment of a railroad.”11 Three days before the court’s
order that no such arrangement be paid out of the assets of the debtor’s estate, Congress enacted
the Rock Island Railroad Transition and Employee Assistance Act (RITA).12 RITA required the
Rock Island trustee to provide up to $75 million as economic benefits to employees of Rock
Island who were not hired by other carriers. The benefits were to be paid out of the estate’s assets
and treated as an administrative expense and, thus, have priority over other unsecured claims. 13
After a court injunction and subsequent federal legislation,14 the issue was considered by the U.S.
Supreme Court, which found that the labor provisions of RITA, as amended by the Staggers Act
of 1980 (Staggers),15 violated the U.S. Constitution’s Bankruptcy Clause.
The Court first analyzed whether the labor provisions were an exercise of Congress’s bankruptcy
power. Citing earlier cases, the Court provided guidance on the subject of bankruptcies:
[W]e have previously defined “bankruptcy” as the “subject of the relations between an
insolvent or nonpaying or fraudulent debtor and his creditors, extending to his and their
7

This section was prepared by (name redacted), Legislative Attorney.
Hanover National Bank v. Moyses, 186 U.S. 181.
9
455 U.S. 457 (1982).
10
The Milwaukee Railroad Restructuring Act, P.L. 96-101, 93 Stat. 744.
11
Gibbons, 455 U.S. at 460-61.
12
P.L. 96-254, 94 Stat. 399.
13
Gibbons , 455 U.S. at 462-63
14
The Staggers Rail Act of 1980, P.L. 96-448, 94 Stat. 1959
15
Id.
8

Congressional Research Service

3

Mandating Dealership Agreements for Automakers Receiving Federal Funds

relief.” Congress’ power under the Bankruptcy Clause “contemplates[s] an adjustment of a
failing debtor’s obligations.” This power “extends to all cases where the law causes to be
distributed, the property of the debtor among his creditors.” It “includes the power to
discharge the debtor from his contracts and legal liabilities, as well as to distribute his
property. The grant to Congress involves the power to impair the obligation of contracts, and
this the States were forbidden to do.”16

The Court concluded that the labor provisions of RITA, as amended by Staggers, were an exercise
of Congress’s bankruptcy power and, therefore, must be uniform to be constitutional.
The Court noted that the uniformity requirement “is not a straightjacket that forbids Congress to
distinguish among classes of debtors”17 and that it “permits Congress to treat ‘railroad
bankruptcies as a distinctive and special problem’”18 or “‘to take into account differences that
exist between different parts of the country, and to fashion legislation to resolve geographically
isolated problems.’”19 However, the Court then explained that RITA did not apply to a class of
debtors but only to one specific debtor. Further, though other railroads were in reorganization
proceedings at the time, only one was affected by RITA’s employee protection provisions;
therefore, RITA was “a response to the problems caused by the bankruptcy of one railroad”20
rather than a response to either “the particular problems of major railroad bankruptcies or to any
geographically isolated problem.”21 The Court also noted that the relationship of various
claimants was altered by RITA’s requirement that the employees’ claims be treated as
administrative expenses with priority over the claims of other unsecured creditors.22 Based on
these factors, the Court’s conclusion was that RITA was “nothing more than a private bill”23 and
enacting it was not within the power of Congress.24
Justice Marshall concurred in the judgment but disagreed with some of the Court’s rationale. He
questioned whether uniformity requires the law to affect more than one debtor or that it requires
the law to “avoid specifying the debtors to which it applies.”25 He concluded that the Bankruptcy
Clause allows Congress to enact laws that are specific to the needs of a particular debtor or
creditor if it “finds that the application of the law to a single debtor (or limited class of debtors)
serves a national interest apart from the economic interests of that debtor or class, and if the
identified national interest justifies Congress’ failure to apply the law to other debtors.”26
In Gibbons, Justice Marshall further concluded that Congress had not put forward any national
interest or policy that justified enacting provisions applicable to only one named debtor. Instead,
16

Gibbons, 455 U.S. at 466 (alterations within quotation marks in original)(citations omitted).
Id. at 469.
18
Id. (citations omitted).
19
Id. (citations omitted).
20
Id. at 470.
21
Id.
22
Id. at 467.
23
Id. at 471.
24
In making this determination, the Court referenced the language of the Bankruptcy Clause, the debate at the
Constitutional Convention regarding the Bankruptcy Clause, and the practice of passing private laws to provide relief
to individual debtors, which existed in some states at the time of the convention.
25
Gibbons, 455 U.S. at 474.
26 Id. at 474 (Marshall, J., concurring).
17

Congressional Research Service

4

Mandating Dealership Agreements for Automakers Receiving Federal Funds

he noted, the legislative history revealed that the law was designed to protect one group of
claimants (the employees) from the negative effects of bankruptcy, despite generalized assertions
of purpose.27

Current Legislative Proposals
The current legislative proposals appear to be Congress’s response to the current bankruptcy
proceedings involving Old Chrysler and Old GM and their network of former and soon-to-beformer dealers. These dealers are understandably concerned about losing their own livelihoods as
well as losing the forum in which they have been providing jobs in their communities. That these
losses come from unilateral actions of Old Chrysler and Old GM may make the losses more
difficult, particularly since many felt that they were protected from such actions by the motor
vehicle dealer franchise laws in their respective states.
However, these same state laws would be of particular concern if Congress were to mandate that
New GM and New Chrysler accept the old dealer agreements. Most of these state laws require
that an automaker have good cause before terminating a dealership agreement, and that dealers
must be afforded an opportunity for a hearing on the matter. The reason that these dealerships
were easily terminated by Old GM and Old Chrysler was that bankruptcy law has no such
restrictions. Under § 365 of the Bankruptcy Code, executory contracts, such as franchise
agreements, can be rejected, 28 thus preempting the restrictions state franchise laws may have
imposed on terminations of such agreements. Rejection of executory contracts in bankruptcy
requires the bankruptcy court’s approval, but the standard required for rejection is business
judgment. This generally is a low burden to meet, particularly when compared to the usual
standard for termination under state franchise laws: good cause. 29
It may be argued that, since the new corporate entities were never in bankruptcy and were not
creditors or claimants to a bankruptcy, the power to regulate these entities will arise under a
different constitutional authority, such as the power of Congress to regulate interstate
commerce. 30 If this were the case, then it would appear that the uniformity requirements of the
Bankruptcy Clause would not apply.
If, as in Gibbons, a court were to find that the proposed legislation governs the relationship
between debtors and creditors and contemplates “an adjustment of a failing debtor’s obligations,”
then Bankruptcy Clause analysis might apply. If these proposals are analyzed under the
Congress’s authority under the Bankruptcy Clause, then the requirements of uniformity might
bring this legislation into question. Factors a court might consider as suggesting that the
proposals, if passed, are bankruptcy laws include (1) the termination of the dealers’ agreements
27 Id. at 476.
28 Exceptions to this general rule are collective bargaining agreements and certain retiree health benefits. Rejection of
these contracts must comply with the requirements of 11 U.S.C. §§ 1113 & 1114, respectively.
29 11 U.S.C. § 365(g). When executory contracts are rejected in bankruptcy, the non-debtor party to the contract is
entitled to a claim against the bankruptcy estate for the breach of contract. State law generally determines the damages
that can be claimed; however, bankruptcy law determines that these claims are considered pre-petition claims and are
treated as unsecured nonpriority claims.
30 U.S. Const., art. I, § 8, cl. 3. Car manufacturing and dealership agreements are likely to be amenable to Congress’s
power over interstate commerce. See NLRB v. Jones & Laughlin Steel Corporation, 301 U.S. 1 (1937) (rejecting
previous distinctions between the economic activities—such as manufacturing—that lead up to interstate economic
transactions, and the interstate transactions themselves).

Congressional Research Service

5

Mandating Dealership Agreements for Automakers Receiving Federal Funds

was done during bankruptcies; (2) the dealers were unsecured creditors in the bankruptcies; (3)
the assets were sold to the new entities as part of bankruptcy proceeding; and (4) the New
Chrysler and New GM were formed as a result of bankruptcies. This legislation could be viewed
as being intended to benefit specific named creditors in a bankruptcy case.
It is difficult to evaluate how a court might resolve this issue, as there is little case law that would
be relevant to determining if the uniformity requirement should apply. It does not appear that the
Court has considered such a dramatic intervention into events in such close proximity to a
bankruptcy; nor, besides Gibbons, does the Court appear to have considered legislation that was
so clearly intended to change the results of specific bankruptcy proceedings. If a court found that
the Congress was acting under its bankruptcy power, there appear to be uniformity concerns.
Some of the proposed legislation appears to require that the Old GM and the Old Chrysler, still in
bankruptcy, assume dealer obligations that have been rejected or modified. For instance, H.R.
2743 and S. 1304 provide that “[a]n automobile manufacturer in which the Federal Government
has an ownership interest, or which receives loans from the Federal Government, may not deprive
an automobile dealer of its economic rights and shall honor those rights as they existed [before
commencement of bankruptcy for Old Chrysler and Old GM].” Since Old Chrysler and Old GM
did receive federal assistance, they would appear to be subject to these requirements. It is less
clear whether these automakers would be subject to the proposals in H.R. 2796 and H.R. 3170
§ 744(b) because both automakers have already completed the sale of most of their assets and,
therefore, may no longer be in a position to impose requirements on the new entities that
purchased those assets.

H.R. 2743 and S. 1304
These companion bills (the bills) 31 purport to restore undefined “economic rights”32 to
automobile dealerships whose contracts have been rejected by either Old Chrysler or Old GM in
their respective bankruptcies.33 The rights are to be restored and honored as they existed prior to
the filing of the respective bankruptcy cases; therefore, it appears that the bills are also intended
to restore rights to the Old GM dealerships which entered into “wind-down” agreements with Old
GM if those agreements were signed after June 1, 2009, when Old GM filed its voluntary
bankruptcy petition.34 Wind-down agreements were offered to those dealerships that were advised
by Old GM that their dealership agreements would not be renewed in 2010. Under those winddown agreements, dealers agreed to waive most, if not all, rights that they might have under their
respective state’s motor vehicle dealer franchise laws.
The bills appear to be intended to reverse both the legal and economic effects of the courtapproved rejections of the dealership agreements in bankruptcy. The bills require an affected
automobile dealer in bankruptcy to restore the dealership agreements to which it was a party
31

These companion bills employ different numbering of their sections and subsections but have identical legislative
language. For the sake of clarity and convenience, all citations to specific provisions reference only their location in
H.R. 2743.
32
Although the bills do not explicitly define “economic rights,” they note that the rights include the right “to recourse
under State law.” H.R. 2743 § 3(a).
33
The bills also appear to anticipate restoration of “economic rights” to the Old GM dealerships.
34
H.R. 2743 § 3(a). Whether the bill would have the effect of annulling the signed wind-down agreements would be a
matter for courts to decide and is not part of this constitutional analysis.

Congressional Research Service

6

Mandating Dealership Agreements for Automakers Receiving Federal Funds

immediately before the filing of its bankruptcy petition. 35 In so doing, the bills could affect the
distribution of assets from the debtors in bankruptcy to their other creditors.
The bills address only those dealers that had a franchise agreement with Old Chrysler or Old GM,
and they require action by those two automakers in their pending bankruptcies. They could,
therefore, affect the distribution of assets from those debtors to their other claimants or creditors.
For these reasons, the bills may be subject to scrutiny to determine whether they meet the
uniformity requirements of the Bankruptcy Clause.

H.R. 2796 and § 744(b) of H.R. 3170
The provisions of § 744(b) of H.R. 3170 and § 3 of H.R. 2796 are substantially similar and were
each introduced by Congressman LaTourette. These are the sections where adherence to the
uniformity requirement of the Bankruptcy Clause may be questioned. Each section applies to
automobile manufacturers in which the federal government has an ownership interest. Section
744(b) also applies to those manufacturers in which the federal government has either a financial
interest or the right to acquire an ownership interest. Neither of the sections names any specific
auto manufacturer. While the absence of a named debtor may make the provisions less suspect
regarding uniformity, it is not a clear guarantee that an argument cannot or would not be made
that the provisions violate the uniformity requirement.
As noted above, it is not clear that the language of these proposals would affect the New GM or
the New Chrysler. Further, although media reports regarding these provisions have indicated that
they would apply to Old Chrysler and Old GM, this is not certain. The language of the provisions
is prospective: a covered manufacturer “shall … require any new entity created in such case to
enter into a new dealer agreement with the dealer whose agreement was not so assumed or
assigned, and on the same terms as existed immediately before such date.” Since the language is
prospective and the major asset sales have already taken place in both bankruptcies, it is possible
that this provision will not apply to either Old Chrysler or Old GM. In that case, it would have no
current applicability.
There are, however, other automakers that, as a result of loans made under the Energy
Independence and Security Act of 2007 (EISA), would be automakers in which the federal
government has a financial interest. If any of them were to enter bankruptcy, it appears that this
provision could apply; however, at this time, Old GM and Old Chrysler are the only automakers
that are in bankruptcy.
If the provisions of these legislative proposals were to apply to Old GM and Old Chrysler,
application of these sections could apply to benefit one class of claimants in a specific class of
debtors by allowing them to extend their franchise agreements to a new entity that purchased the
assets of the debtor. By so doing, it could affect the price that a buyer would be willing to pay for
the assets, thus affecting the money available to the claimants whose only source for relief is in
distribution from the bankruptcy estate. This could be construed to have affected the relationship
between claimants by effectively removing one class of claimants, but potentially leaving less
value to benefit the remaining claimants.

35

H.R. 2743 § 3(b). However, the automobile manufacturer is only required to restore the agreement at the request of
the affected dealer.

Congressional Research Service

7

Mandating Dealership Agreements for Automakers Receiving Federal Funds

If, despite court-approved rejections of some dealership agreements and wind-down agreements
with others, Old Chrysler and Old GM were required to restore the dealership agreements that
were in place before they entered bankruptcy, they could be put in a position where they were
unable to honor the terms of the agreements, thus breaching those agreements post-petition36 and,
thereby, allowing the dealerships to assert post-petition rather than pre-petition claims for the
breach. These post-petition claims might be accorded priority as administrative expenses. Even if
the claims were not deemed to be administrative expenses, they could alter the relationship
among the claimants.

Application of the Uniformity Clause
As in Gibbons, each of the four bills in question appears to be a congressional response to a
bankruptcy; however, these bills are responding to two specific bankruptcies rather than only one.
Gibbons teaches us that Congress may not, in essence, pass private bankruptcy laws. Whether a
court would find that naming more than one debtor is sufficient to remove this bill from the onus
of being a “private bankruptcy bill” and allow it to meet the uniformity requirement is something
that cannot be predicted with any degree of certainty.
Unlike the facts in Gibbons, where railroads other than the Rock Island Railroad were also in
bankruptcy, the two debtors named in these bills are currently the only automakers in bankruptcy.
The Gibbons Court noted that the Railroad Reorganization Act of 1973 had operated uniformly
even though it focused only on railroad reorganizations in the Northeast because, at the time,
there were no pending railroad reorganizations outside the Northeast.37Therefore, a court could
determine that the provisions of this bill meet the uniformity requirement because there are no
other pending bankruptcies of automakers.38
Although it is impossible to say whether a court would find that these bills meet the uniformity
requirement of the Bankruptcy Clause, comparison to Gibbons makes it seem plausible that the
bill, if enacted, might face legal challenges in the courts. If one were to employ the analysis
offered by Justice Marshall in his Gibbons concurrence, one could find that the uniformity
requirement was met if the bill “serves a national interest apart from the economic interests of
that debtor or class and if the identified national interest justifies Congress’ failure to apply the
law to other debtors.”39 The question then would be what is the national interest and why does it
apply only to these debtors?
The purported national interest is “to protect assets of the Federal Government and better assure
the viability of automobile manufacturers in which the Federal Government has an ownership
interest or to which it is a lender.”40 If Congress determines that this bill will serve that interest, it
is possible that the bill could be found to meet the uniformity requirement as it was understood by
Justice Marshall. However, Justice Marshall’s opinion was not the majority opinion and,
36
Old Chrysler and Old GM do not appear to be in a position to fulfill their continuing obligations to dealers under the
dealer agreements. Further, even if the assignment provisions of the bill (§ 3(b)) could be enforced against the New
Chrysler and New GM, those entities would be unable to fulfill the pre-existing agreements since some of the brands
are not being produced by the new entities.
37
Gibbons, 455 U.S. at 469-70.
38
This could, of course, change in the future and could affect a court’s analysis.
39
Gibbons, 455 U.S at 474.
40
H.R. 2743 § 3(a).

Congressional Research Service

8

Mandating Dealership Agreements for Automakers Receiving Federal Funds

therefore, is not precedential. Neither Gibbons nor any other case has yet determined whether
national interest can evidence uniformity in a bankruptcy law that did not otherwise meet the
uniformity requirement.

Takings and Due Process41
The Takings Clause of the Fifth Amendment demands that when property is “taken” by the
United States, just compensation be paid. The question here is whether bills requiring automakers
such as New Chrysler or New GM, created to purchase assets in bankruptcy proceedings, to
accept assignment of or initiate dealer agreements that were in effect with the previous owners
before bankruptcy, cause a “taking” of any interest recognized as “property.” Note, however—no
takings issue arises in connection with voluntary actions by any firms—as, for example, if a firm
accepts a requirement that dealership agreements be reinstated as a condition for receiving federal
financial assistance in the future. 42
On the facts as CRS understands them, at least three types of interests may be involved that are
recognized as property for Takings Clause purposes and could be the basis for takings claims: (1)
any money paid out as a result of costs visited upon the post-bankruptcy firms by having to retain
or take on dealerships; (2) assets of such firms; and (3) equity and creditor interests in such firms.
First, any costs to the post-bankruptcy manufacturers from being forced to keep or take on
unwanted dealership contracts may involve the outlay of money, a property interest.43 It is
unlikely, however, that the forced divestment of such money would be deemed a taking. A
majority of Supreme Court justices opined that a government requirement that a private entity pay
money, where the source of funds is not specified, cannot effect a taking.44 The U.S. Court of
Appeals for the Federal Circuit—the appeals court whose jurisprudence will govern any takings
challenge against the United States based on the legislation here45—has adopted the same rule.46
Moreover, any costs to the new manufacturing companies that result in less than direct fashion
from the forced contracts would be deemed mere “consequential damages.” Government liability
under the Takings Clause does not extend to consequential damages. Thus, any outlays of money
by post-bankruptcy manufacturers as a result of forced dealer agreements would not, in and of
themselves, be deemed a taking.
Second, if the claim is that the reformed company could not function profitably under the burden
of the unwanted dealer agreements, “regulatory taking” claims could be based on the diminished
value of the reformed company’s tangible and intangible assets (the mere ability to conduct a
profitable business, as something separate from business assets, is not property, 47 nor is goodwill
41

This section was prepared by (name redacted), Legislative Attorney.
See South Dakota v. Dole, 483 U.S. 203 (1987).
43
Phillips v. Washington Legal Found., 524 U.S. 156 (1998).
44
Eastern Enterprises v. Apfel, 524 U.S. 498 (1998) (concurring opinion by Justice Kennedy and four-justice dissent
both endorse the view that “generalized monetary liability” cannot constitute a taking).
45
Read together, the Tucker Act, 28 U.S.C. § 1491(a), and “Little Tucker Act,” 28 U.S.C. § 1346(a), require as a
general matter that takings claims against the United States seeking more than $10,000 be filed in the U.S. Court of
Federal Claims, with appeals to the U.S. Court of Appeals for the Federal Circuit.
46
Commonwealth Edison Co. v. United States, 271 F.3d 1327, 1338-40 (Fed. Cir. 2001) (en banc).
47
College Savings Bank v. Florida Prepaid, 527 U.S. 666, 675 (1999). College Savings Bank is actually a substantive
due process, not a takings case. However, the overwhelming majority of cases to address the question hold that
(continued...)
42

Congressional Research Service

9

Mandating Dealership Agreements for Automakers Receiving Federal Funds

or going concern value48). However, the classic “Penn Central analysis” that would almost
certainly be used to assess such claims49 typically requires that the economic impact on the
plaintiff’s property of the challenged government action be substantial, if not severe. This is a
high economic-impact threshold to satisfy.
Third, and similar to the second claim, is the argument that any nonprofitability arising from the
unwanted dealer agreements will erode over time the value of corporate stock or creditor rights,
which are property rights. Such takings claims would be brought by individual stockholders or
creditors. A similar case arose decades ago.50 To address a rail transportation crisis brought about
by eight major railroads entering bankruptcy reorganization, Congress reorganized the railroads,
stripped of excess facilities, into a single system operated by a for-profit corporation. Several
creditors and the sole stockholder of Penn Central, the largest railroad in reorganization, sued,
claiming what they called an “erosion taking.” By this, they meant an “erosion of the Penn
Central estate beyond constitutional limits” owing to the “severe inhibitions” imposed by the
congressional legislation upon the abandonment of unprofitable rail lines.51 The analogy to the
unprofitable auto dealership agreements here is clear. Though the Supreme Court found it
unnecessary to reach this erosion-taking claim, it appeared to recognize its viability. However,
given that Penn Central is the reigning test today for regulatory takings claims, an erosion-takinglike claim brought by owners or creditors of the reformed auto manufacturers would have to meet
the high economic-impact threshold discussed above.
It is also possible that a court would find the affirmative nature of the obligation here (entering
into a contract) more objectionable than the negative restrictions that are the typical fodder of
regulatory takings cases and, as a result, hold that another Penn Central factor, the “character of
the government action,” weighs in favor of a taking. The very thin case law on this issue points
the other way, attributing no categorical significance to the affirmative-negative distinction,52 but
the fact-intensive, case-by-case nature of the Penn Central analysis makes it risky to generalize
from a few cases. Furthermore, a takings challenge based solely on the terms of the bills separate
from the circumstances of the plaintiff—that is, a “facial” takings claim—is an “uphill battle” for
the plaintiff. 53
(...continued)
“property” as used in the Fifth Amendment Due Process Clause is broader than the same term as used in the Takings
Clause. Thus, an interest that is not “property” for purposes of the former is unlikely to be judicially viewed as property
for purposes of the latter.
48
United States v. Petty Motor Co., 327 U.S. 372, 377-78 (1946).
49
Probably the most famous judicial pronouncements in all takings case law is the Supreme Court’s statement in Penn
Central Transportation Co. v. New York City, 438 U.S. 104, 124 (1978), of the basic analytical framework for
determining which regulatory actions of government constitute takings of property, and which do not. The Court said
that three factors are particularly persuasive: (1) the economic impact of the government action on the property, (2) the
degree to which the government action interferes with “distinct” (in most later Supreme Court decisions, “reasonable”)
investment-backed expectations of the property owner, and (3) the “character” of the government action. In its most
recent pronouncement on takings jurisprudence, Lingle v. Chevron U.S.A. Inc., 544 U.S. 528 (2005), the Court
suggested that the first two of these factors generally carry more weight than the third.
50
Regional Rail Reorganization Act Cases, 419 U.S. 102 (1974).
51

Id. at 118. Further on, the Court explained that compelled continued rail operations at a loss “may accelerate erosion
of the interests of plaintiffs … through accrual of post-bankruptcy claims having priority over their claims.” Id. at 124.
52
See, e.g., McClung v. City of Sumner, 548 F.3d 1219, 1227 (9th Cir. 2008) (that ordinance required plaintiffs to take
the affirmative step of installing a new pipe, as opposed to prohibiting development generally, does not change Penn
Central analysis).
53
Suitum v. Tahoe Regional Planning Agency, 520 U.S. 725, 736 n.10 (1997).

Congressional Research Service

10

Mandating Dealership Agreements for Automakers Receiving Federal Funds

A recent Federal Circuit opinion, in an unrelated factual context, asserted in passing that “[w]here
Congress’ actions have the effect of keep[ing] the contract alive for the use of the government
rather than bring[ing] the contract to an end, a court should conclude that there has been a
taking.”54 If a court can be convinced that the forced reinstatement of the dealer agreements is
“for the use of the government”—as, for example, by arguing that employed persons at unclosed
dealerships make fewer demands on government services—the chance of a successful taking
claim may be enhanced. Again, however, the ad hoc, fact-based nature of Penn Central analysis
makes generalization difficult.
Turning to substantive due process (and subject to the voluntary-action exclusion at the start of
the takings discussion), the picture remains cloudy. As background, the doctrine of substantive
due process holds that even when procedural due process is afforded, there are certain
government measures that so offend traditions “fundamental to a civilized society” they will not
be upheld. 55 This broad constitutional concern has been translated by the Supreme Court into
widely varying standards of judicial review, depending on the context. Where, as with the bills
here, the government action is purely economic, the standard of review is a very low one –
requiring only that the legislature has not acted in an arbitrary and irrational way.56 As sometimes
put, there need only be some rational basis for viewing the legislation as furthering a legitimate
governmental purpose. Indeed, research fails to reveal any Supreme Court decision in the past
half-century finding economic legislation to violate substantive due process.57 Since the demise of
the “Lochner era”58in the 1930s, the Court has retreated from use of substantive due process to
assess economic legislation.59 Moreover, the deference accorded economic legislation is no less
when the legislation applies retroactively, as the bills might. “Provided that the retroactive
application of a statute is supported by a legitimate legislative purpose furthered by rational
means, judgments about the wisdom of such legislation remain within the exclusive province of
the legislative and executive branches ….”60
Notwithstanding, it must be noted that coercing the New Chrysler and New GM into contracts
they do not want, with specified persons and under specified terms, is an unprecedented fact
pattern that the Supreme Court has not confronted in its previous substantive due process
decisions on economic legislation. In the typical contract, by contrast, the parties mutually assent
to entering into the contract and to its terms, or the existence of a contract is inferred from
typically voluntary conduct of the parties. Nor can the required contracts here be passed off as
mere conditions for doing business—partly because the terms and parties are rigidly fixed, and
54

Cienega Gardens v. United States, 331 F.3d 1319, 1335 (Fed. Cir. 2003) (emphasis in original; quotation marks
omitted).
55
Solesbee v. Balkcom, 339 U.S. 9, 16 (1950) (Frankfurter, J., dissenting).
56
Usery v. Turner Elkhorn Mining Co., 428 U.S. 1, 15 (1976).
57

See, e.g., Usery, 428 U.S. 1; Pension Benefit Guaranty Corp. v. R. A. Gray & Co., 467 U.S. 717 (1984); Concrete
Pipe & Products, Inc. v. Construction Laborers Pension Trust, 508 U.S. 602 (1993); Eastern Enterprises v. Apfel, 524
U.S. 498 (1998)(concurring justice and four dissenters find severely retroactive economic legislation more properly
analyzed under substantive due process, rather than taking, theory, but only one of the five justices finds due process
violated on facts presented).
58
Lochner v. New York, 198 U.S. 45 (1905).
59
See, e.g., Ferguson v. Skrupa, 372 U.S. 726 (1963) (“the doctrine that prevailed in Lochner [and similar decisions of
the Supreme Court]—that due process authorizes courts to hold laws unconstitutional when they believe the legislature
has acted unwisely – has long since been discarded. We have returned to the original constitutional proposition that
courts do not substitute their social and economic beliefs for the judgment of legislative bodies ….”).
60
Pension Benefit Guaranty Corp., 467 U.S. at 729.

Congressional Research Service

11

Mandating Dealership Agreements for Automakers Receiving Federal Funds

partly because the post-bankruptcy manufacturers are already in the car manufacturing business
with vast capital assets that cannot easily be transformed to other use. As noted in the
Restatement (Second) of Contracts: “Contract law has traditionally relied in large part on the
premise that the parties should be able to make … agreements on their own terms, freely arrived
at by the process of bargaining.”61 For the foregoing reasons, the possibility cannot be dismissed
that the forced contracts (with specified terms and parties) might be judicially determined to
offend substantive due process.

Breach of Contract62
The facts at issue in the case United States v. Winstar63 may be somewhat analogous to the
application of the instant legislation to the New GM and the New Chrysler. In Winstar, the
Supreme Court addressed the issue of whether the federal government, by facilitating the
acquisition of a failing company by another company, can become liable for damages if
subsequent legislative actions undermine the economic viability of the acquisition. In 1983, the
Federal Savings and Loan Insurance Corporation (FSLIC) sought buyers for failing savings and
loan institutions.64A group of private investors formed Winstar Corporation for the purpose of
acquiring the Windom Federal Savings and Loan Association, and presented the FSLIC with a
merger plan. This plan called for capital contributions from Winstar and the FSLIC, and it called
for the recognition of supervisory goodwill toward capital requirements.65 The FSLIC
recommended the merger and the Federal Home Loan Bank Board (Bank Board) approved it. 66
However, as the savings and loan crisis deepened in the late 1980s, Congress responded by
passing the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA),
which, among other things, restricted thrifts’ use of supervisory goodwill to satisfy capital
requirements. 67 Because it could not meet the new minimum capital standards, Winstar brought
an action claiming that Congress’s exclusion of some of the thrift’s supervisory goodwill under
FIRREA constituted a breach of contract. The United States Claims Court found that FIRREA
constituted a breach of the agreement between Winstar, the Bank Board and the FSLIC. The
Court further rejected the government’s invocation of the sovereign acts doctrine, which provides
that the government cannot generally be held liable for its sovereign acts.68 The Court held that
this defense was not available “where the sole purpose of the government action is to reverse an
earlier policy decision later deemed unwise.”69
The Supreme Court, by a 7-2 vote, also found that the federal government was responsible for
damages based on breach of contract, but could not agree on the reasoning behind the decision.
Writing for a four-Justice plurality, Justice Souter first concluded that the government had
61

RESTATEMENT (SECOND) OF CONTRACTS ch. 7 introductory note.
This section was prepared by (name redacted), Legislative Attorney.
63
518 U.S. 839 (1996).
64
Id. at 846-856 (Souter, J., plurality opinion).
65
Id. at 864-865 (Souter, J., plurality opinion). The value of the supervisory good will was allowed to be amortized
over a period of 35 years.
66
Case Note, Winstar v. United States, Harv. L. Rev. 1162, 1163 (1996).
67
Id. at 857-858 (Souter, J., plurality opinion).
68
Horowitz v. United States, 267 U.S. 458, 460 (1925).
69
See Winstar Corp. v. United States, 25 Cl. Ct. 541, 552 (1992).
62

Congressional Research Service

12

Mandating Dealership Agreements for Automakers Receiving Federal Funds

expressly contracted to permit the thrifts to count supervisory goodwill toward satisfaction of
minimum capital requirements.70 The plurality next held that the unmistakability doctrine, which
requires that the government’s contractual surrender of a sovereign power be accomplished in
“unmistakable terms,” did not apply to the contracts at issue.71
Next, in a section of his opinion joined only by Justices Stevens and Breyer, Justice Souter
rejected the government’s argument that the sovereign acts doctrine was applicable. According to
Justice Souter, the sovereign acts doctrine applies when a sovereign act “incidentally” impairs the
government’s performance of a contract. However, Justice Souter held that “where a substantial
part of the impact of the Government’s action rendering performance impossible falls on its own
contractual obligations, the [act is not deemed general and the sovereign acts] defense will be
unavailable.”72 Justice Souter regarded “Congress’s expectation that the Government’s own
obligations would be heavily affected” by FIRREA as sufficient evidence that FIRREA had such
a substantial impact.73
Concurring in the judgment, Justice Scalia, joined by Justices Kennedy and Thomas, disagreed
that the unmistakability doctrine did not apply. However, Justice Scalia argued that the
unmistakability doctrine is merely a presumption that government contracts do not include a
promise not to legislate in a way that interferes with the contract’s performance. This presumption
is overcome, however, when the government makes such a promise not to legislate, and that
promise is the “the very subject matter of [the contract], an essential part of the quid pro quo.”74
Further, Justice Scalia wrote, the government in Winstar had no sovereign acts defense because
“Congress specifically set out to abrogate the essential bargain of the contracts.”75
The application of Winstar to the application of the instant legislation to the New GM and the
New Chrysler is unclear, 76 as there may not have been a specific contractual understanding that
the federal government would refrain from imposing requirements regarding the terminated
dealer contracts. The plurality in Winstar noted that the Bank Board had accepted the Winstar
proposal and made an Assistance Agreement that incorporated both the Board’s resolution
approving the merger and a forbearance letter issued on the date of the agreement. The
70

Winstar, 518 U.S. at 860-868 (Souter, J., plurality opinion)
Id. at 871 (Souter, J., plurality opinion). Justice Souter held that “the application of the doctrine ... turns on whether
enforcement of the contractual obligation alleged would block the exercise of a sovereign power of the Government.”
Id. at 880 (Souter, J., plurality opinion). Justice Souter found that nothing in the Winstar contracts “purported to bar the
Government from changing the way in which it regulated the thrift industry,” and that the contracts were merely “riskshifting agreements” under which the government assumed the risk of compensating the thrifts for “any losses arising
from future regulatory change.” Id. at 868-69, 881 (Souter, J., plurality opinion). Because the government did not
purport to surrender any sovereign power to regulate, but agreed only to pay damages if it exercised that power, the
government could not assert the unmistakability doctrine as a defense. See Leading Cases, 110 Harv. L. Rev. 345, 347
(1996).
72
Id. at 898 (Souter, J., plurality opinion).
73
Id. at 903, n. 50 (Souter, J., plurality opinion). The plurality also held that even if FIRREA qualified as a “public and
general” sovereign act, the government would still be liable because the change was “foreseeable and likely” when the
parties contracted. Id. at 906.
74
Id. at 921 (Scalia, J., concurring in judgment).
75
Id. at 924 (Scalia, J., concurring in judgment).
76
The application of this legislation to companies which have not yet received federal funds would appear unlikely to
raise the same concerns as were at issue in Winstar. Similarly to the above discussion regarding takings and due
process, no breach of contract issue would appear to arise based on a firm voluntarily accepting dealership agreements
as a condition for receiving federal financial assistance.
71

Congressional Research Service

13

Mandating Dealership Agreements for Automakers Receiving Federal Funds

forbearance letter provided that “for purposes of reporting to the Board, the value of any
intangible assets resulting from accounting for the merger in accordance with the purchase
method may be amortized by [Winstar] over a period not to exceed years by the straight-line
method.”77 Further, the Assistance Agreement itself contained language addressing the primacy of
the Agreement. 78
In the instant case, the federal government was instrumental in encouraging the Old GM and Old
Chrysler, as a condition of receiving further federal assistance, to create a viable recovery plan
that would include a reduction in the number of dealers for those entities. It would appear that the
federal government actively encouraged the reduction of dealerships during the bankruptcy
process as well. Additionally, it appears that the approval of the sale of assets by the bankruptcy
court included both a plan for an infusion of federal money into the New Chrysler and New GM,
and an expectation that New Chrysler and New GM would be able to avoid the statutory and
contractual obligations of many of the dealership agreements.
On the other hand, it is not clear that there is a document equivalent to the Assistance Agreement
in Winstar that explicitly conditions the purchase of assets by the new GM or Chrysler on the
forbearance of the United States from reinstituting dealer agreements. Further, it is not clear if a
contract between the United States and the new corporate entities was established where the
rejection of dealer contracts was effectuated by a bankruptcy court, not as promises by the
Executive Branch or the Congress. Absent explicit language establishing contractual relations, a
challenge to the instant proposals might need to rely on the theory that there was an implied
contract between the United States and the new corporate entities.79 This could prove a more
challenging factual burden than if explicit promises were made.
Thus, whether the instant proposal would rise to the level of a contract breach would appear to
hinge on a court’s evaluation of the specific facts at hand. The first question which would arise is
whether the treatment of the new GM and new Chrysler under the terms of the bankruptcy
agreement, in other documentation, or in the understanding of the parties constituted a contract or
implied contract with the federal government. Next, as per Justice Souter’s opinion, the question
would arise as to which parties to the agreement bore the burden of losses caused by a change in
the regulatory scheme under which the new entities would operate. Then, under Justice Scalia’s
analysis, the question would arise as to whether allowing New GM and New Chrysler to operate
without the obligations of the terminated dealership agreements was “the very subject matter of
the contract,” such that the instant legislative proposals would “abrogate the essential bargain of
the contracts.”80 If a court found these various conditions to be met, then the federal government
could be found liable for damages resulting from the New GM and New Chrysler having to honor
the dealer agreements which existed before bankruptcy.

77

Id. at 864-865 (Souter, J, plurality opinion).
“Except as otherwise provided, any computations made for the purposes of this Agreement shall be governed by
generally accepted accounting principles ... , except that where such principles conflict with the terms of this
Agreement, applicable regulations of the Bank Board or the [FSLIC], or any resolution or action of the Bank Board
approving or adopted concurrently with this Agreement, then this Agreement, such regulations, or such resolution or
action shall govern.” Id. at 865.
79
See Winstar Corp. v. United States, 21 Cl. Ct. 112 (1990) (“Winstar I”)(Court of Federal Claims found an implied-infact contract to exist between the plaintiffs and the United States).
80
Id. at 924. (Scalia, J., concurring in judgment).
78

Congressional Research Service

14

Mandating Dealership Agreements for Automakers Receiving Federal Funds

Author Contact Information
(name redacted)
Legislative Attorney
[redacted]@crs.loc.gov, 7-....

(name redacted)
Legislative Attorney
[redacted]@crs.loc.gov, 7-....

(name redacted)
Legislative Attorney
[redacted]@crs.loc.gov, 7-....

Congressional Research Service

15

EveryCRSReport.com
The Congressional Research Service (CRS) is a federal legislative branch agency, housed inside the
Library of Congress, charged with providing the United States Congress non-partisan advice on
issues that may come before Congress.
EveryCRSReport.com republishes CRS reports that are available to all Congressional staff. The
reports are not classified, and Members of Congress routinely make individual reports available to
the public.
Prior to our republication, we redacted names, phone numbers and email addresses of analysts
who produced the reports. We also added this page to the report. We have not intentionally made
any other changes to any report published on EveryCRSReport.com.
CRS reports, as a work of the United States government, are not subject to copyright protection in
the United States. Any CRS report may be reproduced and distributed in its entirety without
permission from CRS. However, as a CRS report may include copyrighted images or material from a
third party, you may need to obtain permission of the copyright holder if you wish to copy or
otherwise use copyrighted material.
Information in a CRS report should not be relied upon for purposes other than public
understanding of information that has been provided by CRS to members of Congress in
connection with CRS' institutional role.
EveryCRSReport.com is not a government website and is not affiliated with CRS. We do not claim
copyright on any CRS report we have republished.

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/crs%3AR40736. Public record. Not legal advice.