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AGO 1967 No. 38 - November 08, 1967
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John J. O'Connell | 1957-1968 | Attorney General of Washington


COMMUNITY COLLEGES - SCHOOL DISTRICTS - LIABILITY OF SCHOOL DISTRICT FOR PERFORMANCE OF CERTAIN COMMUNITY COLLEGE CONTRACTS.

Pursuant to § 64, chapter 8, Laws of 1967, Ex. Sess., the community college districts which have taken over from common school districts the responsibility for administration of community colleges are now primarily liable for the performance of all contractual obligations (except those covered by §§ 60 and 75 of the act) which were entered into for community college purposes by the school districts prior to the effective date of the act; however, the common school districts remain secondarily liable for the performance of these contracts.

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                                                                November 8, 1967

Honorable Ronald L. Hendry
Pierce County Prosecuting Attorney
County-City Building
930 South Tacoma Avenue
Tacoma, Washington 98402

                                                                                                                 Cite as:  AGO 1967 No. 38

Dear Sir:

            By letter previously acknowledged you have requested our opinion on a question which we paraphrase as follows:

            To what extent does a common school district which operated a community college prior to enactment of the community college act of 1967 (chapter 8, Laws of 1967, Ex. Sess.) remain liable for the performance of contracts (other than those referred to in §§ 60 and 75 of the act) which were entered into by the district for community college purposes on or before the effective date of the act?

            We answer your question in the manner set forth in our analysis.

                                                                     ANALYSIS

            Preliminarily, we should identify the nature of the contractual obligations to which your question refers.  You only inquire as to the liability of common school districts for performance of contractual obligations which are not of the type referred  [[Orig. Op. Page 2]] to in §§ 601/ and 752/ of the 1967 community college act (chapter 8, Laws of 1967, Ex. Sess.).

            With respect to contractual obligations other than those covered by these two sections, the applicable provision of the community college act is § 64, which provides:

            "All existing contracts and obligations of the officers, boards, commissions, bureaus, departments, common school district boards, abolished by this act, or the powers and duties of which are vested in, and required to be performed by, an existing or newly created department, council, board,district board, or a state officer, shall remain in full  [[Orig. Op. Page 3]]force and effect, and shall be performed by the respective departments, council, board,district board, or state officers to which the powers and duties of such existing office, board, commission, bureau, department or district board are transferred."  (Emphasis supplied.)

            In analyzing this provision, it should be kept in mind that, in general, the legislature has absolute power over municipal or quasi-municipal corporations, including school districts.  Wheeler School Dist. v. Hawley, 18 Wn.2d 37, 137 P.2d 1010 (1943); and Bd. Against Discrimination v. Bd. of Directors, 68 Wn.2d 262, 412 P.2d 769 (1966).  In theWheeler School Dist. case, supra, the court stated this principle as follows:

            "In the absence of specific constitutional inhibition, the legislature has plenary power over municipal corporations. . . ."  (at page 43.)

            The power of the legislature over municipal corporations extends to the transfer or adjustment of the liabilities of municipal corporations upon their reorganization.  As further stated by our court in the Wheeler case,supra (quoting with approval from Dillon on Municipal Corporations), at p. 44:

            "'. . . The legislature may, in the absence of constitutional restriction, dissolve a county, city, or town, and incorporate its territory and inhabitants in new political organizations or divisions.  If a municipal corporation goes out of existence by being annexed to or merged in another corporation, and if no legislative provision is made respecting the property and liabilities of the corporation which ceases to exist, the corporation to which it is annexed, or in which it is merged, is entitled to all its property and is answerable for all its liabilities.  Where a municipal or public corporation islegislated out of existence and its territory annexed to other corporations,the latter, unless the legislature otherwise provides, areentitled to its property, and severally liable for a proportionate share of its then subsisting  [[Orig. Op. Page 4]]legal debts, and vested with the power to raise revenue wherewith to pay them by levying taxes upon the property transferred and the persons residing therein.'  (Italics partly ours.)"  (Single emphasis ours.)

            The expressed intent of § 64 of the community college act, supra, is not only to preserve the force and effect of existing contracts for community college purposes which were entered into by common school boards prior to the effective date of the act, but, as well, to impose the duty of performance of such contracts upon the boards of trustees of the community college districts which are the newly-created boards to which the powers and duties of common school districts with respect to community colleges were transferred.3/   The statute, in this regard, seems clear and unambiguous, and is thus not subject to interpretation.  State ex rel. Evans v. Brotherhood of Friends, 41 Wn.2d 133, 247 P.2d 787 (1952); andKrystad v. Lau, 65 Wn.2d 827, 400 P.2d 72 (1965).

            Accordingly, we conclude that pursuant to § 64 of the community college act, the respective community college districts are now primarily liable for the performance of all contractual obligations (except those covered by §§ 60 and 75) which were entered into for community college purposes prior to the effective date of the act4/ by school districts formerly operating community colleges.

             [[Orig. Op. Page 5]]

            We should point out, however, that the school districts remain secondarily liable for the performance of these contracts.  To hold otherwise would impair the contractual obligations of the school districts.5/   However, school districts will not be liable if the community college districts discharge their statutory duty to perform such contracts.

            We trust the foregoing will be of assistance to you.

Very truly yours,

JOHN J. O'CONNELL
Attorney General

ROBERT P. TJOSSEM
Assistant Attorney General

                                                         ***   FOOTNOTES   ***

1/Section 60 relates to general obligation bonds issued by a common school district for community college purposes prior to the effective date (April 3, 1967) of the community college act.  It requires the common school board to continue to redeem such bonds in accordance with the provisions thereof.  See, AGO 1967 No. 34, copy enclosed.

2/Section 75 of the community college act requires common school district boards formerly operating community colleges to complete contracts which have been let by the common school board for the purpose of acquisition, construction, repair or modification of an existing community college facility.  Specifically it provides in pertinent part as follows:

            ". . .

            "Where contracts have been let by the common school board pursuant to present law for purpose of acquisition, construction, repair or modification of an existing community college facility such projects shall be completed under the administration of the common school board, superintendent of public instruction and/or the state board of education, and payments thereto shall be made from such funds as are allocated thereto."

3/See, §§ 14, 31, 32, 33 and 34 of the community college act.  Section 14 of the act provides in pertinent part:

            "Each community college board of trustees:

            "(1) Shall operate all existing community colleges and vocational-technical institutes in its district;"

4/We should note at this point that after the effective date of the community college act, April 3, 1967, school districts were authorized by § 75 of the act and chapter 58, Laws of 1967, Ex. Sess., to continue the community colleges in their districts up to the time that the college board of trustees of the community college district in which they were located was appointed and organized.  The community college districts are, under § 64, also primarily liable for the contracts entered into by school districts for community college purposes between the effective date of the act and the time when the board of trustees of the college districts was organized except as otherwise provided in §§ 60 and 75, supra.

5/See, State ex rel. School Dist. No. 301 v. Clausen, 109 Wash. 37, 186 Pac. 319 (1919);Gruen v. State Tax Commission, 35 Wn.2d 1, 211 P.2d 651 (1949); andShoreline Sch. Dist. v. Taxpayers, Etc., 52 Wn.2d 849, 329 P.2d 829 (1958).

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