Appeals from the Order of the Commonwealth Court Entered on July 14, 1987, at No. 3351 C.D. 1986, Which Reversed the Order of September 11, 1986, and Vacated and Remanded the Order Entered October 21, 1986, by the Court of Common Pleas of Allegheny County, Pennsylvania, Civil Division, at No. GD 83-11517. 107 Pa. Commw. Ct. 375,
Nix, C.j., and Larsen, Flaherty, McDermott, Zappala, Papadakos and Stout, JJ. Larsen, J., did not participate in the consideration or decision of this case. Stout, former Justice, did not participate in the decision of this case.
This is a consolidated appeal from an order of the Commonwealth Court which reversed and remanded two orders of the Court of Common Pleas of Allegheny County, 107 Pa. Commw. 375, 529 A.2d 540 (1987). The orders reversed by the Commonwealth Court had prohibited Appellee, the Moon Area School District, from collecting a nonresidential patron parking tax from Appellant, Grant Oliver Corporation. The orders reversed by the Commonwealth Court also had denied the School District's petition to have released to it tax funds already collected but escrowed by Grant Oliver Corporation. Grant Oliver Corporation is the managing operator of parking lots owned by Appellant, Allegheny County, and located adjacent to the County owned Greater Pittsburgh International Airport (which is also located in the Moon Area School District). This is the second time that the dispute over this parking tax has reached this
Court and, for the second time, we must reverse the Commonwealth Court.
The facts are as follows. On March 26, 1979, pursuant to the Local Tax Enabling Act, 53 P.S. § 6901 et seq., the Moon Area School District adopted Resolution 79-2, which imposed a 15% tax on the fees paid by patrons of nonresidential parking lots located within the School District. Responsibility for collecting the tax, and making the necessary returns to the School District, is imposed upon the operators of each such non-residential parking lot who are entitled to retain 2% as compensation for their collecting duties. Resolution 79-2 specifies that an operator is any person who collects the parking charge from a patron and includes any governmental body, governmental subdivision, municipal corporation, public authority, non-profit corporation or any person performing as their agent. The Resolution provides that operators are to file monthly tax returns and pay over the taxes collected to the School District. The assessment of penalties, interest and liquidated damages for non-compliance, as well as criminal penalties, is also provided.
Appellant, Grant Oliver Corporation, and others similarly situated filed a statutory appeal on April 16, 1979, challenging the substantive legality and constitutionality of the tax and the procedure by which it was adopted. The trial court in this first action imposed a supersedeas barring the imposition of the tax. Subsequently, the parties agreed (and the trial court ordered) that the Petitioners, including Grant Oliver Corporation, withdraw their challenge to the propriety of the School District's adoption of Resolution 79-2 in exchange for which the School District agreed to withdraw a challenge to the supersedeas until thirty days after the trial court's decision on the merits.
The trial court in that case, on June 8, 1979, declared the tax resolution to be invalid and enjoined the School District from seeking to enforce it. The School District appealed and the Commonwealth Court, in a per curiam opinion, affirmed the decision of the trial court. The School District
took no action during that appeal to lift the supersedeas or to suspend the trial court's injunction. They did, however, reassert their challenge to the supersedeas and bond demand before this Court on appeal. Ultimately we reversed the order of the Commonwealth Court and dismissed the objections to the tax. Airway Arms, Inc. v. Moon Area School District, 498 Pa. 286, 446 A.2d 234 (1982), appeal dismissed, 459 U.S. 1094, 103 S.Ct. 711, 74 L.Ed.2d 942 (1983).
During the period between the School District's adoption of the tax resolution and October 30, 1981, Appellants, Grant Oliver Corporation and Allegheny County, were parties to a "Concession Agreement" whereby Grant Oliver Corporation agreed to operate the parking facilities at the airport. After that date, however, a new and more comprehensive agreement was entered into between these two parties entitled a "Management Agreement."
The School District took no steps to implement the collection of the tax between their adoption of the resolution and this Court's decision on May 28, 1982, nor did they anticipate any revenues from the tax in their budgets.
On June 7, 1982, the School District appointed their first collector under the resolution. On June 30, 1982, the School District's collector notified Grant Oliver Corporation, inter alia, that the tax resolution would take effect immediately and that it was required to obtain the necessary registration certificate. Grant Oliver Corporation, at the direction of Allegheny County, began collecting the tax on June 12, 1982, but it deposited the funds collected into an interestbearing escrow account.
The School District, through its collector, assessed and demanded of Grant Oliver Corporation $5,643,495.00 on April 15, 1983. When the latter failed to comply with this demand, the School District brought the instant action in equity on July 15, 1983. In this complaint, the School District demanded by way of relief that Grant Oliver Corporation do the following: file an accounting of all nonresidential parking transactions from April 25, 1979 to that date;
file an accounting and pay over to the School District all tax monies collected during the period including penalties, interest and consequential and liquidated damages, and pay over any tax monies collected as a set-off against any amount actually owed and to be determined. Grant Oliver Corporation joined Allegheny County as an additional defendant. Later, on November 14, 1984, the School District assessed Grant Oliver Corporation an additional $3,093,475.05.
The trial court set out to resolve two issues. The first was whether the School District should be estopped from giving retroactive effect to our determination that the tax was legal because during the pendency of the appeals in that litigation they took no positive steps to lift either the supersedeas or the trial court injunction against collection. The trial court determined that Grant Oliver Corporation, during part of the period in question (when it operated under the "Concession Agreement") was an independent contractor and therefore subject to the requirement to collect the tax. However, the trial court determined that the School District had not acted to have either the supersedeas or the injunction stricken and therefore that they had waived their right to do so under Pa.R.A.P. 1732(a).*fn1 The trial court further determined that laches and equitable estoppel precluded the School District's claim for the collection of the taxes covered during the period 1979-1982.
The second issue addressed by the trial court was whether, as agent for the County, Grant Oliver Corporation could be compelled to collect the parking tax for the School District. The trial court determined that under the ...