No. 02-1297, 02-1418.United States Court of Appeals, Third Circuit.Argued February 13, 2003.
[*] Dismissed per the Clerk Order of 5/23/02.
[**] Dismissed per the Court Order of 9/25/02.
Appeal from the United States District Court for the District of Delaware, Joseph J. Farnan, Jr., J.
Andrew L. Frey (Argued), Mayer, Brown, Rowe Maw, New York, NY, Even M. Tager, Robert L. Bronston, Mayer, Brown, Rowe Maw, Washington, D.C., for Appellants/Cross-Appellees ITT Sheraton Corporation and Sheraton Operating Corporation.
Thomas A. Arena (Argued), William E. Wallace, III, Timothy P. Wei, Milbank, Tweed, Hadley McCloy LLP, New York, NY, for Appellees/Cross-Appellants 2660 Woodley Road Joint Venture; John Hancock Mutual Life Insurance Company; and Sumitomo Life Realty (N.Y.) Inc.
[*] Honorable William W. Schwarzer, Senior United States District Judge, Northern District of California, sitting by designation.
We are asked to review the propriety of damage awards, including an award for punitive damages, in an action for commercial bribery under § 2(c) of the Robinson-Patman Act, racketeering under the Racketeer Influenced Corrupt Organization Act (“RICO”), breach of contract and related state law claims. We hold that the plaintiff can not maintain an action under § 2(c) of the Robinson-Patman Act because it has not established antitrust standing. We also hold that the record does not support portions of other damage awards, including the award for punitive damages, as explained more fully below. Accordingly, we will affirm in part and reverse in part, and remand for further proceedings consistent with this opinion.
John Hancock Life Insurance Company, 2660 Woodley Road Joint Venture and Woodley Road Associates, Inc. (collectively referred to as “Hancock”) together owned the Sheraton Washington Hotel (the “Hotel”). In September 1979, Hancock entered into a Management Agreement under which Sheraton agreed to act as Hancock’s agent in managing the Hotel’s operations. In return, Sheraton received a percentage of the Hotel’s gross revenue and a share of its net cash flow.
The suit arises from an arrangement known as the “Sheraton Purchasing Resource” program (the “SPR”) that was initiated pursuant to the terms of the Management Agreement. Pursuant to the terms of the SPR program, Sheraton negotiated large-volume discounts with vendors seeking to supply Sheraton-managed hotels. Sheraton then required the vendors to add a surcharge to the price billed to the individual hotels for each purchase. However, the surcharge was not itemized, or even disclosed, on any bills or invoices that vendors sent to individual hotels. Rather, the surcharge was remitted directly to Sheraton in the form of a “rebate.” The Management Agreement provided that Sheraton was entitled to be reimbursed for the costs of providing these services. Sheraton claimed that these rebates reimbursed it for the centralized purchasing services it provided under the SPR program as well as associated overhead costs.
15 U.S.C. § 13(c); violations of RICO, 18 U.S.C. § 1961; and state law claims of breach of contract, breach of fiduciary duty, and breach of the implied duty of good faith and fair dealing; as well as fraud, and intentional or negligent misrepresentation. Hancock also claimed that Sheraton failed to properly act as its agent in operating its reservation system, failing to limit usable denials, improperly profiting from providing Workers’ Compensation insurance, permitting excessive numbers of complimentary rooms, and breaching other unspecified contractual duties.
Hancock’s suit proceeded to trial where a jury found for Sheraton on Hancock’s RICO claim, but found for Hancock on its Robinson-Patman Act claim. The jury also found for Hancock on several of its state law claims, including claims that Sheraton had breached the Management Agreement with regard to purchasing services, and providing Workers Compensation insurance. The jury further found in favor in Hancock on its breach of fiduciary duty claim. The jury concluded that Sheraton breached an implied duty of good faith and fair dealing, and that Sheraton was liable for its misrepresentations to Hancock. The jury awarded damages of $750,000 on the Robinson-Patman Act claim (subsequently trebled by the court), a total of $10,732,000 on the breach of contract claims, $1,100,000 on the tort claims, and $37,500,000 in punitive damages. The district court denied Sheraton’s motion for judgment as a matter of law but granted a remittitur thereby reducing the punitive damages to $17,415,000. The district court then entered judgment in favor of Hancock in the total amount of $31,497,000, but denied Hancock’s motion for attorneys’ fees and taxation of costs without prejudice. Sheraton appealed from the judgment, and Hancock cross-appealed from the remittitur. For the reasons that follow, we will affirm in part and reverse in part.
Sheraton renews its argument that Hancock lacks antitrust standing to bring a claim under § 2(c) of the Robinson-Patman Act. We must address that issue before addressing the merits of the appeal or cross-appeal.
by whom such compensation is so granted or paid.
15 U.S.C. § 13(c). “Congress enacted section 2(c), the Act’s brokerage provision, primarily to curb one particular abuse by large chain store buyers, namely the use of `dummy’ brokerage fees as a means of securing price rebates.” Environmental Tectonics v. W.S. Kirkpatrick, Inc., 847 F.2d 1052, 1066 (3d Cir. 1988) (citation omitted). This concern arose from large stores using their economic dominance to force sellers to pay a fee for doing business. “The large stores required the sellers to pay a `brokerage’ to persons employed by the buyers. These persons had rendered no service, and would simply pay over the commissions to their employers.” Seaboard Supply Co. v. Congoleum Corp., 770 F.2d 367, 371 (3d Cir. 1985).
agent may constitute a violation of § 2(c) of the Clayton Act, as amended by the Robinson-Patman Act.” In addition, a number of courts of appeals have held that § 2(c) encompasses commercial bribery. Although we once expressed skepticism about “whether Congress intended to sweep commercial bribery within the ambit of § 2(c),” Seaboard Supply, 770 F.2d at 371, we have since agreed that “commercial bribery is actionable under 2(c).”Environmental Tectonics, 847 F.2d at 1066.
Any person who shall be injured in his business or property by reason of anything forbidden in the antitrust laws may sue therefor in any district court of the United States in the district in which the defendant resides or is found or has an agent, without respect to the amount in controversy, and shall recover threefold the damages by him sustained, and the cost of suit, including a reasonable attorney’s fee.
As noted above, the Supreme Court has not yet defined “antitrust injury,” for purposes of a § 2(c) Robinson-Patman claim. However, Hancock argues that it suffered antitrust injury as a result of Sheraton’s commercial bribery scheme, i.e., the SPR program. Hancock refers to this program as a “kickback” and claims that Sheraton inflated Hancock’s purchasing costs by adding SPR surcharges and then collecting the increased costs in the form of the rebates it collected from Hancock’s vendors. According to Hancock, it suffered antitrust injury because it could only purchase goods from vendors participating in Sheraton’s SPR program, and it had to pay these artificially inflated prices for goods purchased through that program. Hancock also argues that the increased cost put it at a competitive disadvantage with regard to hotels owned by Sheraton.
. . . that flows from that which makes the defendants’ acts unlawful.” Brunswick, 429 U.S. at 489, 97 S.Ct. 690. Rather, Hancock’s injury was caused by a breach of contract and the corruption of the principal-agent relationship. We agree that, in an appropriate case, a breach of contract or a breach of fiduciary duty could result in the kind of injury “the antitrust laws were intended to prevent.” However, we do not believe that Hancock has established such an injury here. The absence of such injury is fatal to Hancock’s attempt to establish antitrust standing.
“Antitrust standing and its terminological cousin, antitrust injury, are often confused.” Triple M Roofing Corp. v. Tremco, Inc., 753 F.2d 242, 247 (2d Cir. 1985). “Lack of standing and antitrust injury often have been invoked interchangeably against a plaintiff even though each concept involves a distinct element of the § 4 action.” Greater Rockford Energy and Technology Co. v. Shell Oil Co., 998 F.2d 391, 395 (7th Cir. 1993). Part of this confusion may result from the ease with which antitrust injury and competitive injury can be conflated into a single inquiry.
It is now settled that a § 2(c) plaintiff does not have to prove competitive injury to establish a § 2(c) violation. I Federal Trade Commission v. Simplicity Pattern Co., 360 U.S. 55, 65, 79 S.Ct. 1005, 3 L.Ed.2d 1079 (1959), the Supreme Court noted, inter alia, that § 2(c) of the Robinson-Patman Act makes the business practices described therein unlawful. Therefore, “the proscriptions [of § 2(c)] are absolute . . . [and § 2(c) does not] require, as proof of a prima facie violation, a showing that the illicit practice has had an injurious or destructive effect on competition.” Id. Accordingly, “the presence of an anti-competitive effect is not necessary to prove a violation of section 2(c).” Seaboard Supply Co. v. Congoleum Corp., 770 F.2d 367, 371 n. 3 (3d Cir. 1985). The anti-competitive effect is the presumed result of the illegal conduct.
[a] literal reading of [§ 4 of the Clayton Act] is broad enough to encompass every harm that can be attributed directly or indirectly to the consequences of an antitrust violation. Some of our prior cases have paraphrased the statute in an equally expansive way. But before we hold that the statute is as broad as its words suggest, we must consider whether Congress intended such an open-ended meaning.
Id. at 529-30, 103 S.Ct. 897 (footnote omitted). Associated General Contractors involved a number of carpenters’ unions that alleged that Associated General Contractors, a trade association made up of general contractors, had coerced customers and competing contractors to give some of their business to non-union contractors. Plaintiffs alleged that the coercion resulted in less business for firms employing union carpenters. The Court held that because the carpenters’ unions were “neither a consumer nor a competitor in the market in which trade was constrained,” their injuries were not the type of injury that the antitrust laws were designed to prevent. Id. at 539, 103 S.Ct. 897. The carpenters’ unions may well have had a cause of action under other statutes or common law, and a different plaintiff may have had a cause of action under the antitrust statutes. However, the carpenters’ unions had no standing to sue under those laws. The Court reached this conclusion even though the Association’s conduct had an anticompetitive effect. Moreover, firms hiring union carpenters had clearly suffered an anticompetitive injury because the Association’s coercion made it more difficult for those firms to win contracts. Yet, notwithstanding the anticompetitive effect of the conduct in question, the Court concluded that the plaintiff carpenters’ unions had not suffered a sufficient antitrust injury.
violations; and (5) the potential for duplicative recovery or complex apportionment of damages.
Barton Pittinos, 118 F.3d at 181 (citing In re Lower Lake Erie Iron Ore Antitrust Litig., 998 F.2d 1144, 1165-66 (3d Cir. 1993)). The traditional concept of antitrust injury continues to be an important part of antitrust standing under this formulation. It is subsumed within the second factor of the 5 prong inquiry (i.e. “whether the plaintiff’s alleged injury is . . . the type . . . the antitrust laws were intended to [remedy]”). City of Pittsburgh v. West Penn Power Comp., 147 F.3d 256, 264 (3d Cir. 1998). “The antitrust standing inquiry is not a black-letter rule, but rather, [it] is essentially a balancing test comprised of many constant and variable factors.”Id., at 264-5 (internal quotation marks omitted).
Antitrust injury thus becomes but one element of the inquiry into antitrust standing. It is “a necessary but insufficient condition of antitrust standing.” Barton Pittinos, 118 F.3d at 182 (citing Lower Lake Erie Iron Ore Antitrust Litig., 998 F.2d at 1166). Therefore, as noted above, “[e]ven a plaintiff who can show antitrust injury may lack antitrust standing, because the remaining [Associated General Contractors] factors may weigh against allowing him or her to sue under the antitrust laws.” Id. (citing Cargill, Inc. v. Monfort of Colorado, Inc., 479 U.S. 104, 110 n. 5, 107 S.Ct. 484, 93 L.Ed.2d 427 (1986)).
“The Associated General test has been regularly and consistently applied as the passageway through which antitrust plaintiffs must advance.” City of Pittsburgh, 147 F.3d at 264. Accordingly, even if we assume arguendo that Hancock suffered an antitrust injury because it paid inflated prices as a result of Sheraton’s alleged commercial bribery, that would not necessarily establish Hancock’s antitrust standing. Hancock must still navigate through the course defined by Associated General. Yet, it can not successfully do that on this record because it can not circumnavigate the barrier posed b Associated General factors (1), (3), (4) or (5). With regard to factors (1) and (3), we think it is important to remember that Sheraton contends that the surcharge and rebate aspects of the SPR program was not commercial bribery at all, but simply a way for it to recoup the costs it incurred in administering the program. Even if Sheraton inflated the amount of those charges beyond that which was necessary to recoup its costs, the propriety of Hancock maintaining an antitrust action is still problematic for reasons we will elaborate upon below.
[v]endors unwilling to pay kickbacks to Defendants were competitively harmed, and by mandating the Hotel’s participation in national and regional contracts negotiated by [Sheraton], Defendants denied [Hancock] the opportunity to obtain advantageous prices and terms from non-participating vendors. Favored vendors not only drew sales or profits from non-favored vendors, but the attendant reduction in competition and higher costs resulted in direct antitrust injury to [Hancock].
Although Hancock does allege that it suffered an anticompetitive injury by being forced to pay higher prices as a result of reduced competition, we think Hancock is in an analogous situation to the carpenters’ unions in Associated General Contractors. There, customers suffered a more direct and more appropriate antitrust injury even though the alleged antitrust violation had an effect on the carpenters’ union. There is an analogous situation here if we compare the injury of the excluded vendors to Hancock’s injury.
is therefore also quite helpful to this analysis. There, a company bribed foreign officials in order to receive a contract to supply aircraft equipment to the foreign government’s air force, and a competitor brought a § 2(c) commercial bribery claim. The district court dismissed the action in its entirety on the basis of the act of state doctrine. We reversed because we concluded that the act of state doctrine did not apply. In doing so, we noted the difficulty of precisely defining standing under § 2(c). 847 F.2d at 1066. We also noted that “it is generally agreed that a direct competitor of a company that obtains a contract through commercial bribery has standing to press a 2(c) claim against the briber.” Id.
to demonstrate that it is within the class of those injured in their business or property, who, based on a variety of factors, are best suited to further the purposes of the statute by remedying the violation alleged.” Id. at 1066 (citing Alberta Gas Chemicals, Ltd. v. E.I. DuPont De Nemours and Co., 826 F.2d 1235, 1240 (3d Cir. 1987)). Significantly, the portion of th Alberta Gas Chemicals opinion we cited discusses bot Brunswick and Associated General.
Moreover, even if we focus on Hancock’s allegation that it had to pay inflated prices because it was forced to purchase only from “favored vendors,” and ignore Hancock’s admission that “[v]endors unwilling to pay kickbacks . . . were competitively harmed[,]” we would still conclude that Hancock can not establish antitrust standing under the fifth factor in the Barton Pittinos analysis. That requires us to consider whether an award of antitrust damages would be duplicative, and Hancock’s antitrust recovery is inextricably intertwined with its awards on the breach of contract and breach of fiduciary duty claims.
As noted above, Hancock asserted a number of state law claims arising from the SPR program. The jury found that Hancock suffered $250,000 in damages related to the purchasing services program and it also awarded $1,100,00 for Sheraton’s breach of fiduciary duty. The actions supporting those awards constitute breach of contract and breach of fiduciary duty. Allowing a separate recovery under § 2(c) creates insurmountable problems in apportioning damages along with the real possibility of cumulative damages.
Accordingly, we hold that Hancock does not have antitrust standing to pursue its § 2(c) Robinson-Patman Act claim. We will therefore vacate the award of $750,000 (subsequently trebled by the district court) on that claim.
damages for them. Hancock also cites an unexplained and unquantified item that it refers to as a bogus relocation expense. However, no such item was listed on the verdict form. Lastly, Hancock argues that Sheraton swept certain of its bank accounts and claims that also supported an award of damages. However, the sweeping of accounts occurred after termination of the agency provision. Thus, none of those explanations supports awarding $10,260,000 for breach of the agency provision. Alternatively, Hancock contends that the jury could have awarded damages on the theory that a fiduciary breach entitled Hancock to disgorgement of the fees it paid to Sheraton over the life of the Management Agreement. Hancock claims that the award of $10,260,000 represents 15% of the $68,400,000 Hancock paid. Citing the Restatement (Second) of Agency, § 469, Hancock suggests that Sheraton lost its right to compensation because it wilfully breached its contractual obligations and that disgorgement is an appropriate remedy for fiduciary breach. We disagree.
First, the jury made no finding of wilful breach of contract and it was never instructed on applying principles of disgorgement. Second, the jury verdict includes a specific finding for breach of fiduciary duty and the jury listed an amount of $1,100,000 as damages for that breach. Accordingly, we find no support for the award of $10,260,000, and will therefore vacate that award.
Sheraton challenges the punitive damage award on several grounds. It argues that the award was not supported by clear and convincing evidence, that the relevant jury instructions were erroneous, and that the award was excessive.
Sheraton argues on appeal that the District of Columbia standard of proof on Hancock’s punitive damages claim applies and that, under that standard, punitive damages can be awarded “only if it is shown by clear and convincing evidence that the tort committed by the defendant was aggravated by egregious conduct and a state of mind that justifies punitive damages.” Jonathan Woodner Co. v. Breeden, 665 A.2d 929, 938 (D.C. 1995). Hancock argues otherwise and claims that Delaware law governs the standard of proof and, under that standard, the preponderance of evidence standard applies to punitive damages. See Cloroben Chem. Corp. v. Comegys, 464 A.2d 887, 891 (Del. 1983).
The district court instructed the jury that it must find the elements of punitive damages by a preponderance of the evidence. Sheraton did not object to that instruction. We have held that this type of error is fundamental error entitling a defendant to a new trial; it is not subject to waiver. Beardshall v. Minuteman Press Int’l, Inc., 664 F.2d 23 (3d Cir. 1981). However, Sheraton submitted proposed jury instructions that did not include an instruction that entitlement to punitive damages must be established by clear and convincing evidence. Therefore, assuming that the instruction was wrong, it was tantamount to invited error. U.S. v. West Indies Transport, Inc., 127 F.3d 299, 306 (3d Cir. 1997) (holding that error in challenged jury instruction was invited, and thus did not provide basis for reversal, when defendants failed to request instruction that they asserted on appeal and their proposed instruction was remarkably similar to that actually given).
agreement. Since we are vacating the award for breach of the agency agreement, we must concomitantly reduce the punitive damage award so that it only reflects the surviving damages — $250,000 for purchasing activities, and $1,100,000 for common law damages, or $1,350,000. In granting the remittitur, the district court determined that punitive damages should be one and one-half times the relevant compensatory damages. We adopt that ratio for the purpose of calculating the judgment on remand for several reasons.
(3d Cir. 1992). Moreover, although Hancock has cross-appealed from the grant of the remittitur, neither party has taken issue with the district court’s ratio. Accordingly we will reduce the punitive damage award to $2,025,000.
For the reasons stated above, we will vacate the award of $750,000 for violation of the Robinson-Patman Act, as subsequently trebled by the trial court to $2,250,000; as well as the award of $250,000 for purchasing services, and the $10,260,000 award for breach of the agency agreement. We will affirm the awards of $222,000 for Workers’ Compensation; and $1,100,000 for breach of fiduciary duty, breach of the implied duty of good faith and fair dealing, and intentional or negligent misrepresentation. We will reduce punitive damages to $2,025,000, for reasons already stated. We remand to the district court with direction to enter judgment consistent with this opinion and for further appropriate proceedings.
 According to Sheraton, a usable denial occurs when a potential guest is denied a reservation when a room is actually available. Sheraton’s Br. as appellant/cross-appellee, at 13.
 The Robinson-Patman Act of 1936 was enacted as an amendment to the Clayton Act. Great Atlantic Pacific Tea Co. v. Federal Trade Commission, 106 F.2d 667, 669 (3d Cir. 1939).
 Sheraton insists that the SPR program was not commercial bribery because the rebates simply served to compensate it for the costs it incurred in operating the program. Nevertheless, it accepts Hancock’s characterization of the SPR program as commercial bribery for purposes of this appeal.
Commercial Bribery and Breach of Duty to Act Disinterestedly.
(e) arbitrator or other purportedly disinterested adjudicator or referee.
(2) A person who holds himself out to the public as being engaged in the business of making disinterested selection, appraisal, or criticism of commodities or services commits a misdemeanor if he solicits, accepts or agrees to accept any benefit to influence his selection, appraisal or criticism.
(3) A person commits a misdemeanor if he confers, or offers or agrees to confer, any benefit the acceptance of which would be criminal under this Section.
MODEL PENAL CODE § 224.8. See United States v. Dischner, 960 F.2d 870 (9th Cir. 1992).
 In Broch a manufacturer sold apple concentrate at a price of $1.30 a gallon. The manufacturer sold through a broker and paid the broker a commission of 5%. One buyer would not pay more than $1.25 for the concentrate and the manufacturer refused to lower his price unless the broker agreed to take a cut in his commission from 5% to 3%. The broker agreed and the sale was consummated at $1.25 with a lower commission. The Court viewed this transaction as identical to one in which the broker received a commission of 5%, the normal commission, and then turned over a part of the commission, i.e., 2%, to the buyer. That would have been illegal under § 2(c) as a payment in lieu of brokerage and, therefore, the Court found that the reduction in commission i Broch was also a payment in lieu of brokerage.
 See, e.g., Harris v. Duty Free Shoppers Ltd. Partnership, 940 F.2d 1272 (9th Cir. 1991); Stephen Jay Photography, Ltd. v. Olan Mills, 903 F.2d 988 (4th Cir. 1990); Larry R. George Sales Co. v. Cool Attic Corp., 587 F.2d 266 (5th Cir. 1979); Grace v. E.J. Kozin, 538 F.2d 170 (7th Cir. 1976); Calnetics Corp. v. Volkswagen of America, Inc., 532 F.2d 674 (9th Cir. 1976) Rangen, Inc. v. Sterling Nelson Sons, 351 F.2d 851 (9th Cir. 1965); Fitch v. Kentucky-Tennessee Light Power Co., 136 F.2d 12 (6th Cir. 1943).
 As noted above, Sheraton manages the Hotel under contract with Hancock. However, Sheraton also manages hotels that it actually owns. Hancock also alleges that the rebate scheme put it at a competitive disadvantage to Sheraton-owned hotels because. According to Hancock, “the rebate scheme impacted the Hotel differently than it did Sheraton-owned hotels: The rebate program increased the costs of the goods and services [Hancock] purchased on behalf of the Hotel, whereas the rebate scheme did not impose a real cost on Sheraton-owned hotels, which simply `paid’ the kickback to their corporate parent.” Hancock’s Br. at 23.
However, Sheraton argues that Hancock produced no evidence that Hancock was put at a competitive disadvantage vis-a-vis Sheraton-owned hotels because the evidence established that there are no Sheraton-owned hotels in the Washington, D.C. area where the Hotel does business. Sheraton’s Br. at 26. Absent any such competition, Sheraton argues, Hancock could not have been put at a competitive disadvantage by the surcharge and therefore could not have sustained a competitive injury because of it.
 The difficulty in distinguishing these two interrelated concepts was summed up by the district court in Wilson v. Ringsby Truck Lines, Inc., 320 F.Supp. 699, 700 (D.Colo. 1970). There the court candidly noted, “[w]e must confess at the outset that we find antitrust standing cases more than a little confusing and certainly beyond our powers of reconciliation.” A commentator subsequently noted that the “court could hardly have been faulted, for the confusion it noted has been endemic to these cases since the creation of the treble-damages action.” Daniel Richman, Note, Antitrust Standing, Antitrust Injury, and the Per Se Standard, 93 Yale L.J. 1309 (1984).
 The Association’s customers included landowners who needed construction services.
 The suit involved several claims in addition to the § 2(c) commercial bribery claim. However, the other claims are not relevant to the issues here.
 “The doctrine is the judiciary’s institutional response to the foreign relations tensions that can be generated when a United States court appears to sit in judgment on a foreign state’s regulation of its internal affairs. Under the doctrine, the courts of this country will refrain from judging the validity of a foreign state’s governmental acts in regard to matters within that country’s borders. The party moving for the doctrine’s application has the burden of proving that dismissal is an appropriate response to the circumstances presented in the case.” Environmental Tectonics, 847 F.2d at 1057-58 (citations omitted).
 As noted, we also held that commercial bribery is actionable under § 2(c). 847 F.2d at 1066.
 Indeed, given the nature of Hancock’s claimed damages, duplicative recovery is not only possible, it is exceedingly probable if not inevitable.
 The district court noted that plaintiffs did not specify an amount for breach of Workers’ Compensation in their computation of relevant compensatory damages, and it therefore did not include that amount in its calculation.
 See State Farm Mut. Automobile Ins. Co. v. Campbell, 538 U.S. 408, 123 S.Ct. 1513, 155 L.Ed.2d 585 (April 7, 2003) (stating that “in practice, few awards exceeding a single-digit ratio between punitive and compensatory damages, to a significant degree, will satisfy due process.”).
 We have considered the remaining contentions of the parties and conclude that we can affirm the district court’s rulings on those issues without further discussion.


First graders in Shannah Burton’s classroom write on the “Wonder Wall”—a collection of ideas they see Art21 artists exploring.
At Art21, we pride ourselves on helping to bridge the divide between artist and viewer, between studio and living room, between you and a spark of inspiration. By uncovering the processes and motivations behind some of today’s best contemporary art, we hope to inspire a more creative world through the works and words of contemporary artists.
This Giving Tuesday, we asked our community of Art21 Educators to speak on our behalf, sharing what aspect of their Art21 experience has been most valuable to them.
The Art21 films make the creative process visible. Through these films, Art21 artists act as mentors for my young artists, who can see how artists collaborate, research, embrace ambiguity, experiment and play, ask questions, invent, engage communities, and protest. Art21 films do such an amazing job of turning the complex and often mysterious nature of creating art into something that helps to shape and root the creative process of even my youngest students.
By writing on the ‘Wonder Wall’—a continual collection of notes about what my first graders see Art21 artists wondering about—the students are able see the importance of curiosity and a sense of wonder in developing their own ideas about making art.
Art21 Educators’ Institute, July 2016.
During the first institute I had a moment of clarity thinking about the films and how they related to my classroom. We looked at a short clip from a Mary Mattingly segment where she was making clothes that captured and filtered water. She saw how art could directly respond to and create a solution to a very real problem. I began to think about my own school community and what issues could be directly addressed through art.
At the time I felt that our department really lacked a sense of community—we didn’t feel connected to the town, to the school, or even to each other. We were just teachers for the classes that kids attended; we didn’t have any real ownership or investment in the classes we led. With guidance from Art21 Educators and artist Oliver Herring, we introduced activities and lessons that built connections. We first started with TASK parties to break down social norms and create safe spaces for students to be themselves. We then introduced community projects that teamed students up with local businesses.
These projects ranged from the creations of window displays to creating work based on visits to local studios, galleries, museums and historical places. Recently my introduction to new drawing students includes creating work based on interviews they have conducted with people who influence and inspire them. This idea was borrowed from contemporary artist Laylah Ali whom we worked with at this summer’s institute. Seeing the growing divide in our country over the summer, and the need for understanding and empathy, I wanted to design a lesson where my students were forced to see the world from someone else’s perspective. I teamed up with another Art21 Educator Stacey Abramson from Winnipeg, and we collaborated on an animation project. Stacy asked her students to tell a story of a time they felt powerless. She recorded their voices and sent the stories to my animation students. My students then took the audio files and created moving text animations. The Art21 films and the Art21 Educators programs has completed changed the environment and relationships of our art department.
Filming Liz Magor in Vancouver for Art in the Twenty-First Century Season 8.
I have always turned to Art21 for inspiration for myself and my students since the start of my journey as an art educator. The possibilities that are opened up from watching artists work through their ideas in front of a camera allows my students to relate and develop new meanings from their own process of art-making. They see artists that look like them that are working with contemporary ideas that they can relate to—that is a very powerful reality for a teenager to connect with. Art21 is one of the only places that is bringing these critical voices to the masses.
With the current climate of North America, the work that is being explored in my classes is that of teenagers finding their voice in activism, power and protest through the vehicle of working with, and through contemporary art. Most recently, I was struck by the Chicago segment of the most recent season of Art21—specifically with the work of Nick Cave and Theaster Gates. Seeing Cave’s performances with his ornate Soundsuits in itself is breathtaking, but for my students to hear him connect his initial idea behind the works to concepts of protection and empowerment encourages them to investigate and harness their own voice in ways they may not have thought possible. Gates’ work has inspired both myself and my colleagues in the classroom. Showing students that “beauty can exist anywhere” grants them an invitation to look at the world through the lens of possibility rather than despair.
Art21 Educators Institute, July 2016.
Art21 has brought the vast and sometimes unruly world of contemporary art into the lives of my students in meaningful and intimate ways. Through the various films and resources, art is no longer a picture in a dusty textbook or a solitary means of self-expression, but becomes a practical reflection of the students’ experience, or an insight into an experience different from their own.
If Art21 films have inspired you, please consider making a donation to Art21 today.
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As used in this chapter, unless the context requires a different meaning:”Accredited asbestos training program” means a training program that has been approved by the Board to provide training for individuals to engage in asbestos abatement, conduct asbestos inspections, prepare management plans, prepare project designs or act as project monitors.”Accredited lead training program” means a training program that has been approved by the Board to provide training for individuals to engage in lead-based paint activities.”Accredited renovation training program” means a training program that has been approved by the Board to provide training for individuals to engage in renovation or dust clearance sampling.”Asbestos” means the asbestiform varieties of actinolite, amosite, anthophyllite, chrysotile, crocidolite, and tremolite.”Asbestos analytical laboratory license” means an authorization issued by the Board to perform phase contrast, polarized light, or transmission electron microscopy on material known or suspected to contain asbestos.”Asbestos contractor’s license” means an authorization issued by the Board permitting a person to enter into contracts to perform an asbestos abatement project.”Asbestos-containing materials” or “ACM” means any material or product which contains more than 1.0 percent asbestos or such other percentage as established by EPA final rule.”Asbestos inspector’s license” means an authorization issued by the Board permitting a person to perform on-site investigations to identify, classify, record, sample, test and prioritize by exposure potential asbestos-containing materials.”Asbestos management plan” means a program designed to control or abate any potential risk to human health from asbestos.”Asbestos management planner’s license” means an authorization issued by the Board permitting a person to develop or alter an asbestos management plan.”Asbestos project” or “asbestos abatement project” means an activity involving job set-up for containment, removal, encapsulation, enclosure, encasement, renovation, repair, construction or alteration of an asbestos-containing material. An asbestos project or asbestos abatement project shall not include nonfriable asbestos-containing roofing, flooring and siding materials which when installed, encapsulated or removed do not become friable.”Asbestos project designer’s license” means an authorization issued by the Board permitting a person to design an asbestos abatement project.”Asbestos project monitor’s license” means an authorization issued by the Board permitting a person to monitor an asbestos project, subject to Department regulations.”Asbestos supervisor” means any person so designated by an asbestos contractor who provides on-site supervision and direction to the workers engaged in asbestos projects.”Asbestos worker’s license” means an authorization issued by the Board permitting an individual to work on an asbestos project.”Board” means the Virginia Board for Asbestos, Lead, and Home Inspectors.”Dust clearance sampling” means an on-site collection of dust or other debris that is present after the completion of a renovation to determine the presence of lead-based paint hazards and the provisions of a report explaining the results.”Dust sampling technician” means an individual licensed by the Board to perform dust clearance sampling.”Friable” means that the material when dry may be crumbled, pulverized, or reduced to powder by hand pressure and includes previously nonfriable material after such previously nonfriable material becomes damaged to the extent that when dry it may be crumbled, pulverized, or reduced to powder by hand pressure.”Home inspection” means any inspection of a residential building for compensation conducted by a licensed home inspector. A home inspection shall include a written evaluation of the readily accessible components of a residential building, including heating, cooling, plumbing, and electrical systems; structural components; foundation; roof; masonry structure; exterior and interior components; and other related residential housing components. A home inspection may be limited in scope as provided in a home inspection contract, provided that such contract is not inconsistent with the provisions of this chapter or the regulations of the Board. For purposes of this chapter, residential building energy analysis alone, as defined in § 54.1-1144, shall not be considered a home inspection.”Home inspector” means a person who meets the criteria of education, experience, and testing required by this chapter and regulations of the Board and who has been licensed by the Board to perform home inspections.”Lead abatement” means any measure or set of measures designed to permanently eliminate lead-based paint hazards, including lead-contaminated dust or soil.”Lead-based paint” means paint or other surface coatings that contain lead equal to or in excess of 1.0 milligrams per square centimeter or more than 0.5 percent by weight.”Lead-based paint activity” means lead inspection, lead risk assessment, lead project design and abatement of lead-based paint and lead-based paint hazards, including lead-contaminated dust and lead-contaminated soil.”Lead-contaminated dust” means surface dust that contains an area or mass concentration of lead at or in excess of levels identified by the Environmental Protection Agency pursuant to § 403 of TSCA (15 U.S.C. § 2683).”Lead-contaminated soil” means bare soil that contains lead at or in excess of levels identified by the Environmental Protection Agency.”Lead contractor” means a person who has met the Board’s requirements and has been issued a license by the Board to enter into contracts to perform lead abatements.”Lead inspection” means a surface-by-surface investigation to determine the presence of lead-based paint and the provisions of a report explaining the results of the investigation.”Lead inspector” means an individual who has been licensed by the Board to conduct lead inspections and abatement clearance testing.”Lead project design” means any descriptive form written as instructions or drafted as a plan describing the construction or setting up of a lead abatement project area and the work practices to be utilized during the lead abatement project.”Lead project designer” means an individual who has been licensed by the Board to prepare lead project designs.”Lead risk assessment” means (i) an on-site investigation to determine the existence, nature, severity and location of lead-based paint hazards and (ii) the provision of a report by the individual or the firm conducting the risk assessment, explaining the results of the investigation and options for reducing lead-based paint hazards.”Lead risk assessor” means an individual who has been licensed by the Board to conduct lead inspections, lead risk assessments and abatement clearance testing.”Lead supervisor” means an individual who has been licensed by the Board to supervise lead abatements.”Lead worker” or “lead abatement worker” means an individual who has been licensed by the Board to perform lead abatement.”Person” means a corporation, partnership, sole proprietorship, firm, enterprise, franchise, association or any other individual or entity.”Principal instructor” means the individual who has the primary responsibility for organizing and teaching an accredited asbestos training program, an accredited lead training program, an accredited renovation training program, or any combination thereof.”Renovation” means the modification of any existing structure or portion thereof, for compensation, that results in the disturbance of painted surfaces, unless that activity is (i) performed as a part of a lead abatement or (ii) limited in scope to the site work or remediation as referenced in the definition of contractor in § 54.1-1100. As used in this definition, “compensation” shall include the receipt of (a) pay for work performed, such as that paid to contractors and subcontractors; (b) wages, including but not limited to those paid to employees of contractors, building owners, property management companies, child-occupied facilities operators, state and local government agencies, and nonprofit organizations; and (c) rent for housing constructed before January 1, 1978, or child-occupied facilities in public or commercial building space.”Renovation contractor” means a person who has met the Board’s requirements and has been issued a license by the Board to conduct renovations.”Renovator” means an individual who has been issued a license by the Board to perform renovations or to direct others who perform renovations.”Residential building” means, for the purposes of home inspection, a structure consisting of one to four dwelling units used or occupied, or intended to be used or occupied, for residential purposes.”Training manager” means the individual responsible for administering a training program and monitoring the performance of instructors for an accredited asbestos training, accredited lead training program or accredited renovation training program.
1987, c. 579, § 54-145.4; 1988, cc. 765, 802; 1989, c. 397; 1990, cc. 49, 73, 823; 1992, c. 152; 1993, cc. 499, 660; 1994, cc. 185, 911; 1996, cc. 76, 176, 180, 846; 1997, c. 885; 1998, c. 739; 2001, c. 723; 2009, cc. 358, 819; 2012, cc. 803, 835; 2016, cc. 161, 436, 527.
If you’re reading this for anything important, you should double-check its accuracy—read § 54.1-500 on the official Code of Virginia website.
. . . Virginia Board for Asbestos and Lead, see Code §§ 54.1-500 through 54.1-501, as a disciplinary . . .
. . . highly regulated industry in Virginia. . . .
. . . Virginia Board for Asbestos and Lead, see Code . . .


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We are here for you to provide the important current affairs july 2 2017 which have unique updates of all daily events from all newspapers such as The Hindu, The Economic Times, PIB, Times of India, India Today, Indian Express, Business Standard, all Government official websites. Our complete current affairs helps you to get more marks in Banking, insurance, UPSC, SSC, CLAT, Railway and all other competitive Exams.
Mumbai’s ‘Vikrikar Bhavan’ was renamed as ‘GST Bhavan’ on 2nd of July 2017 after the Goods and Services Tax regime was rolled out.
i. ‘Vikrikar Bhavan’ is the headquarters of Maharashtra government’s erstwhile Sales Tax department.
ii. Maharashtra Finance Minister Sudhir Mungantiwar and Minister of State for Finance Deepak Kesarkar has attended the ceremony at the Bhavan.
iii. The department has planned a helpline to assist traders and business community who have queries about the new tax regime’s implementation and modalities.
iv. In two years, the ‘GST Bhavan’ will be shifted to Wadala from Mazgaon.
v. Mr Mungantiwar said GST also means ‘Garibon ki Seva karnewala Tax’ (tax which helps the poor).
Telangana Chief Minister K Chandrasekhar Rao, has decided to present a separate agriculture budget for the state from next year.
i. Chief Minister Rao has also decided to substantially enhance funds for the agriculture sector.
ii. He has asked the officials to form farmers’ associations at various levels — from villages to the state — to organise the cultivators.
iii. Farmers in Telangana would be provided training of modern and scientific methods of farming so as to increase the farm output.
Odisha Chief Minister Naveen Patnaik has inaugurated computerisation of PACS (Primary Agricultural Cooperative Socities)and launched RuPay Kisan Credit cards in the state on 1st of July 2017.
i. Odisha is the first state to implement an integrated Core Banking Solution Project.
ii. Its main aim to bring this programme to ensure transparency through technology and teamwork.
iii. It will cover all the three tiers of short term cooperative credit structure – state cooperative bank, district central cooperative banks and 2,708 primary agriculture cooperative societies.
iv. By converting the PACS as One Stop Shops the government is keen to address all requirements of the farmers.
v. Patnaik also distributed micro ATMs for dispensation of loans at the doorsteps of the farmers.
vi. With computerisation of PACS, farmers are now able to draw their sanctioned loans from the ATM network of National Payments Corporation of India (NPCI) having 2.14 lakh ATMs of all banks across the country.
vii. Through core banking solution (CBS) in cooperative banks and PACS, the proceeds of paddy procurement operations will be around Rs 8,000 crore credited directly to the farmers account.
viii. With the implementation of the new programme the farmers of the state are empowered to access credit through the ATM network.
ix. The CM distributed RuPay Kisan cards to farmer members of the PACS of Banki, Khurda and Bolangir CCBs.
Punjab National Bank (PNB) will block all the Maestro debit cards from 31st of July 2017 if the card holders will fail to replace it with a more secure EMV chip based card by the end of this month.
i. The bank will not charge anything for the replacement and it will be provided free of cost.
ii. The replacement is as per RBI advisory issued in 2015, asking all the banks to convert to a secured EMV chip based cards.
iii. According to the bank data it has identified that there are about one lakh customers with old Maestro debit cards and has started sending them SMSes as well.
iv. Presently, PNBs card base stands at around 5.65 crore.
v. As per RBI advisory, existing magnetic stripe only cards need to be replaced with EMV chip and pin based cards by December 31, 2018, irrespective of the validity period of the cards.
vi. From January 31, 2016 onwards, banks are directed to issue only EMV based debit and credit cards.
Karnataka Bank has launched the ‘KBL-Image Debit Card’ on 2nd of July 2017.
i. Karnataka Bank has enabled its cardholders to personalise the card with the image of his/her choice.
ii. The customers will have the option of selecting an image either from the bank’s gallery of images or any image of his/her choice to be printed on the debit card.
iii. Customers can apply through the bank’s website for this card.
65 MoUs in the textiles sector were signed on July 1, 2017, the 2nd day of mega textiles trade fair, ‘Textiles India 2017’. These MoUs were signed in presence of Union Textiles Minister Smriti Irani.
i. MoUs were signed between various domestic and international organizations from industry and government. Of the 65 MoUs, three were Government – to – Government (G2G) MoUs, with Australia, Bangladesh and China.
ii. The MoUs signed relate to exchange of information and documentation, research & development, commercialization of handloom products and silk production, cooperation in geo textiles, skill development and supply of cotton and trade promotion with overseas partners.
On June 30, 2017, writer Preeti Shenoy was awarded Indian of the Year Award by Brands Academy in New Delhi. Brands Academy is one of the most reputed branding companies in India to recognise the achievements of personalities who have contributed towards building up the reputation of the country.
i. Preeti Shenoy is one of India’s top five highest selling women authors.
ii. Shenoy’s books include “It’s All In The Planets”, “Why We Love The Way We Do”, “It Happens For A Reason”, “The One You Cannot Have” and “34 Bubblegums And Candies” among others.
♦ The award ceremony also focused on celebrating the achievements of leaders from all walks of life who contributed towards the growth and development of the nation.
♦ Besides Preeti Shenoy, other prominent winners included Deepa Malik (Paralympics Gold Winner), Kavita Krishnamurty (Singer) and Ranveer Brar (Celebrity Chef and TV Host).
Mahesh Muralidhar Bhagwat, an IPS Officer from Telangana has been conferred with the 2017 Trafficking in Persons (TIP) Report Heroes Award by the US state department. Mr. Bhagwat, the current Rachakonda Police Commissioner is the third IPS officer to get the honour.
i. Mr Bhagwat was recognised for his vital role in elevating human trafficking as a government priority, and his innovative approach to investigating cases and dismantling trafficking operations.
ii. He has demonstrated remarkable commitment to the fight against organised human trafficking for the last 13 years.
iii. Bhagwat has participated in anti-trafficking operations that have removed hundreds of victims from situations of trafficking, and with the help of other government departments and civil society organisations, has ensured their placement in rehabilitation programmes.
iv. He has pioneered the use of legal provisions to close sites where trafficking is known to occur. Under his command, the Rachakonda Police Commissionerate closed 25 brothels – five hotelsand 20 residential apartments – in less than a year.
Election Commissioner Achal Kumar Jyoti will take charge as the Chief Election Commissioner (CEC) of India after current CEC Nasim Zaidi retires on July 6, 2017. Nasim Zaidi had taken over as the 20th CEC of India on April 19, 2015.
i. He assumed charge as Election Commissioner on May 13, 2015.
ii. An Election Commissioner or a Chief Election Commissioner has tenure of six years in office or till he or she attains the age of 65 years, whichever is earlier.
China’s President Xi Jinping has inaugurated the new Hong Kong administration led by Carrie Lam Cheng Yuet-ngor, the first woman to lead the city.
i. Carrie Lam was sworn in as Hong Kong’s first female leader on 1st of July 2017.
ii. Mrs. Lam was sworn as Hong Kong’s chief executive, becoming its first female leader.
iii. She is the fourth person to hold the top government post since China regained control of the former British colony in 1997.
iv. Mrs. Lam was sworn in by Mr. Xi on his final day of a three-day visit to mark the 20th anniversary of Hong Kong’s return to Chinese control.
v. She was previously the top deputy to Leung Chun-ying, the unpopular chief executive who chose not to seek a second term.
NASA is developing the first-ever mission that will deflect a near-Earth asteroid. It help in testing the systems that will allow mankind to protect the planet from potential cosmic body impacts in the future.
i .According to the US space agency the Double Asteroid Redirection Test (DART) is being designed and would be built and managed by the John Hopkins Applied Physics Laboratory – is moving from concept development to preliminary design phase.
ii. DART is NASA’s first mission to demonstrate what’s known as the kinetic impactor technique.
iii. It strike the asteroid to shift its orbit – to defend against a potential future asteroid impact.
iv. This approval step advances the project towards a historic test with a nonthreatening small asteroid.
v. The target for DART is an asteroid that will have a distant approach to Earth in October 2022, and then again in 2024.
vi. With DART, Scientists can show how to protect Earth from an asteroid strike with a kinetic impactor by knocking the hazardous object into a different flight path that would not threaten the planet.
vii. The asteroid is called Didymos Greek for “twin” because it is an asteroid binary system that consists of two bodies: Didymos A, about 780 metres in size, and a smaller asteroid orbiting it called Didymos B, about 160 metres in size.
viii. After launch, DART would fly to Didymos and use an APL- developed onboard autonomous targeting system to aim itself at Didymos B.
ix. Earth-based observatories would be able to see the impact and the resulting change in the orbit of Didymos B around Didymos A.
x. It will allow scientists to better determine the capabilities of kinetic impact as an asteroid mitigation strategy.
Scientists have developed the world’s sharpest laser with record-breaking precision. It can help in making the optical atomic clocks more precise as well as test Einstein’s theory of relativity.
i. Researchers, including those from the Physikalisch- Technische Bundesanstalt (PTB) in Germany have now developed a laser with a linewidth of only 10 miliHertz (mHz) – closer to the ideal laser than ever before.
ii. This precision is useful for various applications such as optical atomic clocks, precision spectroscopy, radioastronomy and for testing the theory of relativity.
iii. Laser light is used in numerous applications in industry, medicine and information technologies.
iv. One of a laser’s outstanding properties is the excellent coherence of the emitted light.
v. For researchers, this is a measure for the light wave’s regular frequency and linewidth.
vi. Research has therefore focused on developing ever better lasers with greater frequency stability and a narrower linewidth.
vii. A joint institute of the National Institute of Standards and Technology and the University of Colorado Boulder in the US a laser has now been developed at PTB whose linewidth is only 10 mHz (0.01 Hz).
viii. The new lasers are now being used both at PTB and at JILA in Boulder to further improve the quality of optical atomic clocks and to carry out new precision measurements on ultracold atoms.
ix. This new laser will enable to decisively improve the quality of our clocks.
Australia’s Jeff Horn stunned Pacquiuao to claim a unanimous 12-round decision and win the WBO world welterweight title in front of 50,000 fans at Lang Park on 2nd July 2017.
i. A 29-year-old former schoolteacher, who improved his record to 17-0-1, was awarded the win over the eight-division world champion by scores of 117-111, 115-113 and 115-113.
ii. Pacquiao, one of the finest boxers of his generation, paid the price for a slow start and his inability to end the fight with a knockout.
iii. With blood pouring from both sides of his forehead after accidental butts, the southpaw launched a fierce assault on Horn which nearly ended the contest in round nine.
iv. Horn, who was cut above his right eye in round two, said he had been exhausted and unnerved by the Filipino’s punches.
On June 30, 2017, M S Dhoni became the first Indian batsman to hit more than 200 sixes in One Day International (ODI) cricket.
i. M S Dhoni accomplished this feat while playing a crucial unbeaten knock of 78 runs against West Indies in the third ODI in North Sound, Antigua on June 30, 2017.
ii. He has now hit 322 sixes in his international career and is fifth on the list topped by former Pakistan skipper Shahid Afridi (476). Chris Gayle (434), Brendon McCullum (398) and Sanath Jayasuriya (352) are the ones ahead of Dhoni.
iii. Dhoni has so far scored 9442 runs and has become the fourth highest run-getter for India in ODIs as he surpassed Mohammad Azharuddin’s 9378 runs record.
iv. Dhoni has also surpassed legendary Adam Gilchrist (9410 runs) to become second highest run-getter as a wicketkeeper-batsman. Only former Sri Lanka wicketkeeper Kumar Sangakkara (13341) is ahead of Dhoni now.
World Sports Journalists Day is a global professional observance which is held on 2nd of July.
i. It was established by the International Sports Press Association (AIPS) in 1994.
ii. It has been established to mark the 70th anniversary of its foundation to commemorate the creation of AIPS and to celebrate the achievements of members of the sporting media.
iii. The national and local associations of sports journalists aimed at maintaining high standards of sports journalism.
iv. It aims at encouraging sports journalists to strive for excellence in their work and to set an example to the world – not only to the world of sport, but to the world at large.
v. The International Sports Press Association, AIPS, was founded in 1924.
vi. It was founded during the Olympic Games in Paris, at the headquarters of the Sporting Club de France, by Frantz Reichel, the press chief of the Paris Games, and the Belgian Victor Boin.
vii. AIPS operates through a system of continental sub-associations and national associations with some of the world’s biggest sports federations, including the International Olympic Committee, football’s world governing body FIFA, and the IAAF.
viii. The term “sports journalism” refers to a form of writing that reports on sporting topics, it is an essential element of any news media organization.
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Argued March 9, 1993. Resubmitted January 11, 1994.
Appeal from the Court of Common Pleas of Allegheny County, Civil Division, No. G.D. 89-00385, Richard G. Zeleznik, J.
Richard J. Mills, Austin P. Henry, Richard J. Mills Associates, Pittsburgh, for Appellant.
Ira Weiss, County Solicitor, Allegheny County Law Department, Howard M. Louik, Asst. Solicitor, Pittsburgh, for Appellee.
Before NIX, C.J., and FLAHERTY, ZAPPALA, CAPPY, CASTILLE, NIGRO and NEWMAN, JJ.
We granted review in this matter to determine whether appellant, Moon Township Municipal Authority ("Moon Authority") has the power under the Municipality Authorities Act of 1945 ("Municipal Authorities Act") to convey its Montour Run Water Pollution Control System to appellee, County of Allegheny ("Allegheny County"), pursuant to a written agreement between those parties. Because a municipal authority is empowered to convey any and all property under the Municipal Authorities Act we hold that the Moon Authority was authorized to convey its Water Pollution Control System to Allegheny County and affirm the Commonwealth Court.
1945, May 2, P.L. 382, No. 164, as amended, 53 P. S. § 301 et seq.
Moon Township and its authority are located in Allegheny County.
(a) The term "Authority" shall mean a body politic and corporate, created pursuant to [the Municipal Authorities Act of 1945] or pursuant to the "Municipality Authorities Act of 1935" repealed hereby. 53 P. S. § 302.
ARTICLE XXI. The [Moon] Authority agrees, if an area-wide Authority is created by the County for the purpose of enlarging and/or operating sanitary sewerage facilities, that the [Moon] Authority will convey to the new Authority the facilities of the Moon Authority constructed under this Agreement . . . such conveyance to be based upon the payment to the Moon Authority of an amount equal to the reproduction cost less depreciation, and to include payment for all related costs incurred by the Authority in the acquisition and transfer. . . .
The construction of the sanitary sewage treatment facilities was completed in 1973; the facilities are known as the Montour Run Water Pollution Control System ("Montour Run System"). In 1988, with a new "Midfield Terminal" under construction for the airport, Allegheny County adopted a resolution to create a new area-wide authority. Consequently, Allegheny County filed articles of incorporation for the "Allegheny Waste Management Authority" and demanded conveyance of the Montour Run System from Moon Authority pursuant to Article XXI of the Agreement. Moon Authority refused to effectuate the conveyance. Allegheny County filed an equity action in the Court of Common Pleas of Allegheny County seeking specific performance and also filed a motion for partial judgment on the pleadings asserting that the trial court must order the conveyance of the Montour Run System as a matter of law. Moon Authority filed an answer and a cross-motion for judgment on the pleadings asserting that the conveyance was barred by the Municipal Authorities Act and Moon Authority's August 1, 1963, Trust Indenture.
The trial court granted Allegheny County's motion for partial judgment on the pleadings, ordering the conveyance of the Montour Run System and preserved the issue of compensation under the Agreement for trial. Thereafter, at the request of Moon Authority the trial court certified the case for immediate appeal. On appeal, the Commonwealth Court affirmed, holding that Moon Authority's power to sell, lease, transfer, or dispose of "property" is unlimited under the Municipal Authorities Act. The Commonwealth Court ordered that the matter be remanded to the trial court to determine the proper compensation owed to Moon Authority for conveyance of the Montour Run System to Allegheny County pursuant to the terms of the Agreement and directed the trial court to require that the present bondholders be paid in full prior to such conveyance. We granted Moon Authority's petition for allowance of appeal.
In reviewing a grant of judgment on the pleadings, an appellate court's scope of review is limited to determining whether the trial court committed an error of law or abused its discretion. E-Z Parks, Inc. v. Philadelphia Parking Authority, 110 Pa. Commw. 629, 633, 532 A.2d 1272, 1275 (1987), appeal denied, 519 Pa. 656, 546 A.2d 60 (1988).
The primary issue raised in this appeal is whether Moon Authority has the power under the Municipal Authorities Act to convey its sanitary sewage system to Allegheny County. Moon Authority contends that it is prohibited from conveying the Montour Run System to Allegheny County because the system is a "project" and that under the Municipal Authorities Act, Moon Authority is precluded from selling or transferring a "project" to an entity other than Moon Township. In support of this proposition, Moon Authority raises two arguments. First, Moon Authority argues that 53 P. S. § 317 and § 321 of the Municipal Authorities Act provide the exclusive method by which a project may be conveyed under the Act. Second, Moon Authority contends that the Municipal Authorities Act purposefully differentiates between an authority's power to sell or transfer property as opposed to a project.
Generally, §§ 317 and 321 of the Municipal Authorities Act address the transfer of an authority's project to the municipality or municipalities that created the authority. Section 317 provides that an authority may convey its project to the creating municipality or municipalities upon payment and discharge of all of its bonds.
When any Authority shall have finally paid and discharged all bonds which, together with the interest due thereon, shall have been secured by a pledge of any of the revenues or receipts of a project, it may (subject to any agreements concerning the operation or disposition of such project) convey such project to the municipality or municipalities creating the Authority, or where the project is a public school project to the school district or school districts to which such project was leased.
53 P. S. § 317.
Section 321(A) of the Municipal Authorities Act provides that in the event that the creating municipality or municipalities desire to acquire an authority's project, that the conveyance must be done by appropriate resolution or ordinance.
(A) If a project shall have been established under this act by a board appointed by a municipality or municipalities, which project is of a character which the municipality or municipalities have power to establish, maintain or operate, and such municipality or municipalities desire to acquire the same, it or they may by appropriate resolution or ordinance adopted by the proper Authorities, signify its or their desire to do so, and thereupon the Authorities shall convey by appropriate instrument said project to such municipality or municipalities, upon the assumption by the latter of all the obligations incurred by the Authorities with respect to that project.
53 P. S. § 321(A).
Moon Township argues that these sections provide the exclusive manner in which it may convey the Montour Run System. Contrary to Moon Authority's assertion, however, these sections are applicable only to instances in which an authority's project is being transferred to the municipality or municipalities that actually created the authority. These sections 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.
Here, Moon Township was the creating municipality. Thus, the preceding statutory language does not control the conveyance of the Montour Run System to Allegheny County. Rather, an authority's power to convey such property is controlled by a different provision of the Act.
53 P. S. § 317 provides that the conveyance of an authority's project to the creating municipality or municipalities is "(subject to any agreements concerning the operation or disposition of such project)." 53 P. S. § 317. Hence, § 317 evidences an authority's power to enter into agreements for the sale or transfer of its property including projects under the Municipal Authorities Act.
(d) to sell, lease as lessor, transfer and dispose of any property or interest therein at any time acquired by it. (emphasis added).
53 P. S. § 306 B(d). Thus, as held by our Commonwealth Court sitting en banc, the plain and ordinary language of the Municipal Authorities Act specifically authorizes a municipal authority to convey any and all property without limitation. 53 P. S. § 306 B(d). If the legislature intended to limit an authority's power to convey its property it would not have used such expansive language. Moreover, this Court has recognized instances in which an authority's waterworks project was sold to another authority. See Burke v. North Huntingdon Township Municipal Authority, 390 Pa. 588, 136 A.2d 310 (1957) (relating to the sale of North Huntingdon Township Municipal Authority's water works project to the Municipal Authority of Westmoreland County).
53 P. S. § 317 and 321 would of course govern instances in which a project was to be conveyed to the creating municipality or municipalities.
Moon Authority's second argument is that the Municipal Authorities Act purposefully differentiates between an authority's power to convey "property" as opposed to a "project". Specifically, Moon Authority contends that although an authority is permitted to convey real property without limitation under 53 P. S. § 306 B(d), an authority is not permitted to convey a "project" such as a sanitary sewer system without limitation since the Municipal Authorities Act only expressly allows for the purchase and not the sale or transfer of "projects" under 53 P. S. § 306 B(e). Relying on the rule of statutory construction expressio unius est exclusio alterius (the inclusion of one thing indicates an intent to exclude the other), Moon Authority suggests that the legislature intended to preclude the sale of projects by an authority under the Municipal Authorities Act. However, such a strict reading of the Municipal Authorities Act would require that § 306 B(d) be ignored in its entirety. This we will not do. It is well established that when determining the meaning of a statute, we must assume that the intent of the General Assembly was not to produce an absurd or unreasonable result. 1 Pa.C.S.A. § 1922(1). Moreover, practical results of a particular interpretation may be considered when examining the meaning of a statute. Lehigh Valley Cooperative Farmers v. Commonwealth, Bureau of Employment Sec. etc., 498 Pa. 521, 526, 447 A.2d 948, 950 (1982); 1 Pa.C.S.A. § 1921(c)(6). To prevent an authority from selling projects when it can clearly sell property would inevitably cause havoc upon our local governments. In particular, such an interpretation would prevent an authority which is experiencing financial difficulties or is threatened with bankruptcy from selling off portions of its property or its entire project in order to improve its fiscal position or to meet its bond obligations. This is clearly not a consequence that the legislature intended and is not a position that this Court is willing to take under the guise of such a strict interpretation.
(e) acquire by purchase, lease or otherwise, and to construct, improve, maintain, repair and operate projects. 53 P. S. § 306 B(e).
Moreover, the principles of equity do not permit Moon Authority to escape its accountability under the parties Agreement. To reach another conclusion would be nothing less than egregious. This is particularly relevant in light of the fact that Moon Authority and Allegheny County bargained for and entered into a contract which provided that Allegheny County was entitled to the Montour Run System in the event that the County needed to expand the sanitary sewage system in that region. Furthermore, Allegheny County provided a significant amount of consideration (nearly a half of a million dollars in 1970 plus an agreement to pay a monthly service fee) to help build the very sanitary sewage facilities that Moon Authority now wishes to maintain as its own. The Montour Run System itself perhaps would never have been built without the funds provided by Allegheny County and the Agreement most likely would never have been entered into but for the stipulation that Moon Authority would convey the property to Allegheny County. We should not have to remind Moon Authority that the statutory language which it now relies upon in order to avoid their contractual obligation was, in fact, enacted well before this Agreement was reached. Moreover, as previously stated, an authority is specifically empowered to sell, lease or transfer any property without limitation. This obviously would include, inter alia, the system's sewage treatment plant, intercepting and main sewers lines, rights-of-way and any real property.
"Property." Includes both real and personal property. 1 Pa.C.S.A. § 1991.
Pursuant to the Municipal Authorities Act, an authority is authorized to enter into a trust indenture in order to secure its bondholders' investment. 53 P. S. § 307 C.
No sale or other disposition of fixed properties having a value in excess of Five Thousand Dollars ($5,000.00) shall be made unless the Consulting Engineer shall first have filed his certificate with the Authority and the Trustee recommending such sale or other disposition of said fixed properties and shall have stated in such certificate that the sale or other disposition of said properties is in the best interest of the Authority and will not impair the security of the bonds and the retention of said properties is not necessary for the efficient operation of the Water and Sewer System.
Moon Authority contends that its consulting engineer does not believe that the sale is in the best interest of the Authority. Moon Authority also asserts that the Commonwealth Court's order requiring that the engineer file the certificate required by the Trust Indenture would violate the ethical standards of his profession. However, aside from making the bald assertion that its own consulting engineer believes that the conveyance would not be in the best interest of the authority, Moon Authority fails to demonstrate how the sale would impair the rights of the bondholders or how it would adversely affect the efficient sanitary sewage services in Moon Township or in the region. To the contrary, by acquiring the Montour Run System, Allegheny County would be able to provide effective sewage services for the entire region including Moon Township, other municipalities and the International Airport. In fact, this was the very reason that the parties entered into this Agreement in the first place.
Furthermore, as the Commonwealth Court correctly points out, the Agreement between the parties was entered into seven years after the Trust Indenture was created. Thus, the terms of the Agreement, including the possible conveyance of the property over to Allegheny County, were entered into with the full knowledge of the requirements of the Trust Indenture. Any attempt now to avoid accountability under the Agreement through the terms of the Trust Indenture would only infer that Moon Authority entered into the contract in bad faith.
Finally, we note that the Trust Indenture's requirement that its consulting engineer file a certificate approving of the sale in question is intended to protect the rights of its bondholders. In this regard, the order of the Commonwealth Court requires that the present bondholders must be paid in full prior to the conveyance at issue. Thus, the bondholder's rights are clearly protected.
For the reasons stated above, the order of the Commonwealth Court is hereby affirmed.


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The justification for the proposal to amend the VAT Act indicates that the aim of repealing Art. 43(13)–(14) is to adapt the current VAT regulations to the VAT Directive in response to the judgment of the Court of Justice of the EU in the Aspiro case (C-40/15). A direct consequence of the planned changes as of 1 January 2017 will be loss of the VAT exemption for services provided to insurance companies by third parties on a subcontracting or outsourcing basis.
The drafters assure in the justification that the change will not have a direct impact on the scope of the exemption in the case of financial services or elements of financial services that were governed by the repealed provisions. It is intended to concern only component parts of insurance services performed by a third party. However, this seems doubtful, since the repealed provisions also refer to services that are an element of financial services.
The proposed changes should come as no surprise to taxpayers in the financial industry, as lawmakers tried to present these changes back in 2014 with the intention of introducing them from 2015. The justification then was two judgments of the Supreme Administrative Court, of 8 May 2012 (Case I FSK 268/12) and 4 March 2013 (Case I FSK 577/12). The court drew attention to the incorrect implementation of the VAT Directive in Art. 43(13) of the VAT Act. Although the changes did not come into force then, it could be expected that the issue would arise again when further amendments were made.
So it has happened, and the incentive for the change was the Aspiro judgment in which the Court of Justice held that there is no analogy between insurance transactions and financial services, and called for a strict interpretation of the definition of an element of a financial service. From this, the Minister of Finance concluded that par. 13 and 14 of Art. 43 should be repealed. At the same time, it was pointed out in the justification that after the repeal of these provisions, the VAT exemption would continue to apply to services held by the Court of Justice to constitute financial services and services that can be an element of the financial services included in Art. 43(1) (7) and (38)–(41) of the VAT Act, and the right to apply the exemption rate derives directly from those provisions.
Currently the proposal is at the stage of public consultation, and then it will be submitted to the Parliament. If the changes in this regard are enacted in their current form, the practice will show how they are interpreted by the tax authorities in the context of financial services.
Repeal of Art. 43(13)–(14) of the VAT Act concerning VAT exemptions on services auxiliary to financial services should not automatically mean taxation at the 23% rate. The exemptions listed in Art. 43(1) (7) and (38)–(41) are objective, and the essential condition for applying the exemptions is first and foremost the type of service provided. The drafters of the VAT Act stressed the objective aspect of the exemption, and did not restrict the exemption only to a specific group of entities. Therefore, a VAT exemption for auxiliary services will still be available after 1 January 2017, but only on the basis of Art. 43(1) (7) and (38)–(41), also taking into account the case law of the Court of Justice in this respect. For example, in Nordea Pankki Suomi Oyj (C-350/10), the court pointed out that exempt financial services should be distinguished from the services of a physical or technical nature often accompanying them, which are not exempt. The distinction between these two types of services should be based on an analysis of the service provider’s responsibility to the financial institution.
Another aspect of the proposed change should also be mentioned. Repeal of Art. 43(13)–(14) of the VAT Act will mean that individual tax rulings obtained by taxpayers pursuant to those provisions will cease to be in force, and thus they will no longer provide protection to taxpayers. In that situation, to ensure these services continue to fall within the VAT exemption, it will be necessary to apply for new tax ruling—which will not necessarily confirm the VAT exemption.

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