2005-093 WILLIAM FOOTE & a. v. MANCHESTER SCHOOL DISTRICT & a.

(MSD) and the Bedford School District (BSD). We affirm. summary judg ment filed by the respondents, the Manchester School District denying their summary judgment motion and granting the cross - motions for Raymond C. Dugdale, appeal the order of the Superior Court (Conboy, J.) GALWAY, J. The petitioners, Bedford taxpayers William Foote and

III on the brief and orally), for resp ondent Bedford School District. Wadleigh, Starr & Peters, P.L.L.C., of Manchester (Eugene M. Van Loan,

brief and orally), for respondent Manchester School District. Wadleigh, Starr & Peters, P.L.L.C., of Manchester (Dean B. Eggert on the

and orally), for the petit ioners. The Law Office of Mark A. Stull, of Manchester (Mark A. Stull on the brief

No. 2005 - 093 Hillsborough - nor thern judicial district

page is: http://www.courts.state.nh.us/supreme. a.m. on the morning of their release. The direct address of the court's home reporter@courts.state.nh.us. O pinions are available on the Internet by 9:00 Errors may be reported by E - mail at the following address: errors in order that corrections may be made before the opinion goes to press. Hampshire, One Noble Drive, Concord, New Hampshire 03301, of any editorial Readers are requested to notify the Reporter, Supreme Court of New well as formal revision before publication in the New Hampshire Reports. NOTICE: This opinion is subject to motions for rehearing under Rule p. 2 22 as 2

component. See id. tuition payment included a $4.4 million appropriation to fund the capital included the entire tuition payment for the p. 2 2004 - 2005 school year. This three - year agreement. See id. BSD voters also approved a general budget that school year to fund the capital component of the first year’s tuition under the warrant article to raise a $1.8 million deficit appropriation for the 2003 - 2004 At the BSD’s March 2004 annual meeting, BSD voters approved a

p. 2 2003. The State Board of Education approved it on July 16, 2003. The BSD school board executed the three - year agreement on July 1,

agreement would supersede the three - year agreement. Id. proposed twenty - year tuition agreement by June 1, p. 2 2004, the twenty - year expense component. Id. The agreement provided that if BSD voters ratified the per pupil tuition payment had an operat ing expense component and a capital 2005 - 2006 school years, in exchange for a per pupil tuition payment. Id. The accept all BSD public high school students for the 2003 - 2004, 2004 - 2005, and July 2003. Id. Under this agreement, BSD agreed to enroll and MSD agreed to agreement. Id. The school board and MSD entered into such an agreement in MSD and the school board of BSD then began negotiating a three - year

at the end of the p. 2 2002 - 2003 school year. contract or any other arrangem ent for the education of its high school students Because BSD voters rejected the proposed twenty - year contract, BSD had no and Manchester voters approved the agreement, BSD voters did not. Id. districts at their annual meetings. Id. Although Auburn, Candia, Hooksett submitted a proposed new twenty - year agreement to their respective scho ol negotiations were completed in 2002. In spring of 2003, the school boards negotiating the terms of a new twenty - year tuition agreement. Id. These MSD and the school boards of BSD a nd the other school districts began

send its students to Manchester high schools. school year. This meant that, absent a new agreement, BSD could no longer these school districts would terminate at the conclusion of the p. 2 2002 - 2003 year notice that the existing twenty - year tuition cont ract between MSD and In the spring of 2001, MSD gave BSD and the other school districts two -

their students to Manchester high schools. Id. at 61 p. 3 3. school districts of Auburn, Candia and Hooksett have also traditionally sent years, it has sent its students to Manchester high schools. Id. at 61 p. 2 2 - 13. The Historically, BSD has not had its own high school. Id. For more than seventy Citizens for a Sound Economy v. Sch. Admin. Unit #25, 151 N.H. 612 (2004). were derived from our opinion in a related appeal. See Bedf ord Chapter - The trial court accepted the following facts as undisputed, many of which 3

year agreement. We disagree. board to obtain prior approval from BSD voters before entering into the three - The petitioners first argue that RSA 194:22 required the BS D school

the statutory scheme. Id. statutory language in light of the policy or purpose sought to be advanced by doing, we are better able to discern the legislature’s intent and to interpret in the context of the overall statutory scheme and not in isolation. Id. By so statute. Blackthorne Group, 150 N.H. at 806. Moreover, we interpret statutes said or add language that the legislature did not see fit to incorporate in the legislative intent. Id. We refuse to consider what the legislature m ight have plain and unambiguous, we need not look beyond it for further indication of ordinary meanings to the words used. Id. When the language of a statute is the language of the statute, and, where po ssible, we ascribe the plain and considered as a whole. Bedford Chapter, 151 N.H. at 614. We first examine arbiter of the intent of the legislature as expressed in the words of the statute Group v. Pines of Newmarket, 150 N.H. 804, 806 (2004). We are the final We review the trial court’s statutory interpretation de novo. Blackthorne

in turn. and RSA p. 3 32:6, :8 (2000) to support their arguments. We address each statute The petitioners rely upon RSA 194:22 (1999), RSA 194:21 - a, :21 - b (1999)

194:27 (1999). agreement is void, payment of per pupil operating costs was lawful. See RSA restitution of the capital expenses already paid. They concede that even if the capital component of the tuition payment in the future and entitles BSD to which, they assert, entitles them to an injunction barring payment o f the Absent prior voter approval, they contend that the agreement was invalid, receive voter approval before it could enter into the three - year agreement. On appeal, the petitioners argue t hat the school board was required to

respondents’ cross - motions. See id. judgment. The trial court denied the petitioners’ motion and granted the The petitioners moved and the respondents cross - moved for summary

requiring MSD to return to BSD capital e xpenses already paid, with interest. paying the capital component of the tuition payment in the future and an order year agreement was void, the petitioners sought an injunction to bar BSD from of the March 200 p. 4 4 v otes. In addition to seeking a declaration that the three and MSD challenging the validity of the three - year agreement and the validity In June 2004, the petitioners brought the instant action against BSD 4

holding in that case. voters of the district and not the school board. The petitioners misconstrue our term “school district” in RSA chapter 19 p. 4 4 (1999 & Supp. 2004) means the The petitioners also contend that in Bedford Chapter, we held that the

choice of district officers.” RSA 197:1 (1999). of schools . . ., for the transaction of other district business and . . . for the voters who meet annually “for raising and appropriating money for the support therefore, the term “school district” as used in RSA 19 p. 4 4:10 refers to dis trict “school district” is modified by the phrase “[a]t its annual meeting.” In context, have the same meaning in RSA 194:22. In RSA 194:10, however, the term “school district” in RSA 194:10 referred to the distr ict’s voters, the term must The petitioners argue that because in Kondrat we held that the term

determination.” Kondrat, 138 N.H. at 685. auditor, and the annual meeting as the proper time for making such i.e., the voters, as the body responsible for determini ng the salary of the We held that the “plain language of the statute designates the ‘school district,’

district clerk shall certify the same to the selectmen. sala ries of its school board and other district officers, and the At its annual meeting each school district shall determine the

provides: Kondrat concerned the interpretation of RSA 19 p. 4 4:10 (1999), which

Freedom School Board, 138 N.H. 683, 685 (199 p. 4 4). district. In supp ort of this assertion, they mistakenly rely upon Kondrat v. because they interpret the term “school district” to mean the voters within that The petitioners argue that RSA 194:22 requires prior voter approval

be made. place. Nothing in RSA 19 p. 4 4:22 requires voter approval before the contract may procedure the school district must follow to make the contract in the first to carry the contract into effect.” RSA 194:22 likewise is silent as to the to the procedure the school district must follow to raise and appropriate money As we recognized in Bedford Chapter, 151 N.H. at 617, “R SA 194:22 is silent as

high school maintained by the district. state board the school with which it is made shall be deemed a carry the contract into effect. If the contract is approved by the . . . located in this . . . state, and raise and appropriate money to Any school district may make a contract with a[ ] . . . high school

RSA 19 p. 4 4:22 provides: p. 5 5

and to its voters at a district meeting. The school board “may make a contract that, as used in RSA 194:22, the term refers both to the district’s school board With this understanding of the term “school district,” it becomes clear

(1999). the school district meeting as the district’s legislative body. See RSA 19 7:1, :3 The authority to raise and appropriate money, on the other hand, rests with board of the school district.” Ashley v. School Dist., 111 N.H. p. 5 54, 55 (1971). the prudential affairs of the district”). The school boar d is thus “the managing (school board is “entrusted with the hiring of teachers and the management of 2d Municipal Corporations, Etc. § 449 (2000); see also RSA 21:29 (2000) rests with the school board, as the district’s governing body. See 56 Am. Jur. Generally, the authority to make contracts on behalf of the school district

body is the school board. RSA 21:48. The legislative body is the school district meeting. RSA 21:47. The governing district consists of a legislative and a governing body. RSA 21:47, :48 (2000). contracts in relation thereto.” Like other municipal corporations, each school personal property for the use of the schools therein, and to make necessary “corporations, with power to sue a nd be sued, to hold and dispose of real and RSA 194:2 (1999) provides that all legally organized school districts are The petitioners’ arguments misapprehend the nature of school districts.

appr opriate money to carry an agreement under RSA 194:22 into effect. Id. permit the school district, not the State Board of Education, to raise and rejecting this argument we construed the plain language of RSA 194:22 to required approval only by the State Board of Education. Id. at 617. In Bedford Chapter was the appellants’ assert ion that the tuition agreement The only argument regarding RSA 194:22 that we directly addressed in

article involved a vote to raise and appropriate money. See id. at 61 p. 5 5 - 16. agreeme nt was akin to asking for an appropriation and, thus, the warrant We held that asking for prior voter authorization to enter into the tuition school board to enter into a new twenty - year tuition agreement with MSD. Id. The warrant article at issue asked BSD voters to authorize the BSD

C hapter, 1 p. 5 51 N.H. at p. 6 614. such a vote, then it could pass by a simple majority of voters present. Bedford 151 N.H. at 614; see RSA 197:3 (1999). If the warrant article did not involve BSD voters entitled to vote at the BSD 2004 annual meeting. Bedford Chapter, the votes cast at the special meeting equaled at least one - half of the number of the warrant article involved such a vote, then the article could not pass unless special meeting of the BSD involved a vote to raise and appropriate money. If At issue in Bedford Chapter was whether a warrant article presented at a 6

for any purpose in excess of the amoun t appropriated by the legislative body to pay “any money, or incur any liability involving the expenditure of money, special meeting.” RSA 32:8 precludes a school board from paying or agreeing made only “by vo te of the legislative body of the municipality at an annual or RSA 32: p. 6 6 and RSA 32:8. RSA 32:6 requires that municipal appropriations be The petitioners next contend that prior voter approval was required by

a. those “for t he establishing and maintaining jointly a high school.” RSA 194:21 disagree. The only long - term contracts to which RSA 194:21 - a pertains are [RSA] 194:21 - a without also being a joint maintenance agreement.” We The petitioners argue that “a contract may be a long - term contract under

agreement gives BSD no control o ver MSD high schools. BSD students in high schools that MSD has established and maintained. The maintain jointly a high school, but is rather an agreement by MSD to enroll agreement. It is not an agreement between BSD and MSD to establish and concede, the three - year agreement “clearly is not” a joint maintenance pertains only to contracts “provided for by RSA 194:21 - a.” As the petitioners maintaining jointly a high school for the benefit of their pupils.” RSA 194:21 - b school districts may “contract with each other for the establishing and maintenance agreements. RSA 194:21 - a provides, in pertinent part, that misplaced. These statutes, by their express terms, apply only to joint The petitioners’ reliance upon RSA 194:21 - a and RSA 194:21 - b is

at a special meeting called for that purpose. 194:21 - a may be adopted by the school district at its regular annual meeting or date of the contract.” RSA 194:21 - b provides that contracts under RSA provides that the term of such an agreement may not exceed “20 years from the public school” for the benefit of district pupils. RSA 194:21, I. RSA 194:21 - a districts . . . for establishing and maintaining jointly a high school or other maintenance agreements are contracts between “[t]wo or more adjoining 194:21 (Supp. 2004), which pertains to “Joint Maintenance Agreements.” Joi nt 194:21 - a and RSA 194:21 - b. RSA 194:21 - a and RSA 194:21 - b follow RSA The petitioners next assert that prior voter approval was required by RSA

B. RSA 194:21 - a, - b

Kondrat and Bedfo rd Chapter. effect.” RSA 194:22. This interpretation comports with our holdings in both district meeting may “raise and appropriate money to carry the contract into wit h a[ ] . . . high school . . . located in this state,” and the district voters at a p. 7 7

not negotiated and signed until after [the previous] March’s election.” money had not been part of the 2003 - 2004 budget “because the contract was the Manchester School District for the 2003 - 2004 school year” and that this articles asked for approval of a “deficit appropriation of $1.8 million, owed to the next two years.” The voters were also informed that one of the warrant million – $1.8 million to be paid this year and $4.4 million to be paid in each of informed that the three - year agreement “requires a capital payment of $10.6 payment. See id. Before the March 2004 meeting, BSD voters thus were appropriation necessary to fund the capital component of the first year’s tuition each year of the three - year agreement before they voted to approve the deficit BSD meeting. This letter informed BSD voters about the financial impact of to essentially every registered voter of record in Bedford before the March 2004 H ere, the undisputed evidence is that the BSD school board sent a letter

Id. tends to establish such knowledge to see if the cost item was properly ratified.” 323, 32 p. 7 7 (1995) (quotation omitted). “Therefore, we will review all evidence that obligations extending over a term of years.” Appeal of Town of Rye, 140 N.H. matter upon which favorable action will bind the district to moneta ry articles are not the only mechanism for sufficiently apprising voters “of subject consequences of their actions through language in warrant articles,” warrant 332, 334 (1992). “Although voters are of ten apprised of the financial for the contract’s first year.” Appeal of Franklin Education Assoc., 136 N.H. items for each year of the [contract] at the time it voted to appropriate money corporation is bound b y a multi - year contract “only if it knew about the cost financial terms of the [contract].” Id. A legislative body of a municipal principal, in this case the school district voters, requires full knowledge of the manne r provided by law.” Id. Whether express or implied, “ratification by the occurs “only . . . where the municipality embraces the acts of its agent in a ratification “arises out of the principal’s conduct,” while express ratification Appeal of Sanborn Regional School Bd., 133 N.H. 513, 520 (1990). Implied “Ratification by a municipal corporation can be expr ess or implied.”

void. See RSA 32:12 (2000). RSA 32:6 or RSA 32:8, or whether, if it had, the three - year agreement would be board’s actions, we need not decide whether the school board violated either 2003 meeting. Because we hold that the BSD voters ratified the BSD school to educate BSD high school students than BSD voters approved at the March three - year agreement was unlawful because it required expending more money “appropriation” within the me aning of RSA 32:6. They also contend that the The petitioners assert that the three - year agreement itself was an

except as provided in RSA 32:9 - 11.” for that purpose, or for any purpose for which no appropriation has been made, p. 8 8

95 N.H. 3 p. 8 86, 388 (1949) (quotation and ellipsis omitted). admittedly within their legislative province.” Amey v. Pittsburg School District, effect would be to defeat the apparent intention of the voters in a matter district], ingeni ous distinctions will not be unnecessarily resorted to when the (1960). If such votes “fall within the authorized powers of the town [or school district meetings liberally. Lamb v. Danville School Board, 102 N.H. 569, 571 It is our consistent practice to construe votes passed at town and school

Neville v. Highfields Farm, 144 N.H. 419, 427 (1999). establishing that in all likelihood, its defects affected the outcome of the vote. The party challenging a warrant article, after its passage, bears the burden of the form of a ballot, election or vote.” Appeal of McDonough, 149 N.H. at 112. the school district meeting “because of mere irregularities or technicalities in they allege “irregularities.” Soucy, 139 N.H. at 117. We will not void votes at 117 - 1 p. 8 8, see also Appeal of McDonough, 149 N.H. 105, 114 (2003). At best, The petitioners have not alleged election fraud. See Soucy, 139 N.H. at

59 p. 8 8, 603 (1973). failed to meet this burden. See Board of Selectmen v. School Bd., 113 N.H. affect the result.” Id. (quotation and brackets omitted). The petitioners have doubt or irregularities in the conduct of the election of such a nature as to petitioners must “prove either fraud which leaves the intent of the voters in To invalidate the results of the March 2004 school district meeting, the

117 (19 94). doubt” and voids their adoption of the article. Appeal of Soucy, 139 N.H. 110, article’s wording allegedly was misleading, the intent of BSD voters is “in developed in the election law context. They assert that because the warrant million for its share of capital costs. The petitioners rely upon precedent misleading in that it told voters that BSD was “obligated” to pay MSD $1. p. 8 8 the wording of the warrant article asking for the deficit appropriation was The petitioners contend tha t any such ratification was invalid because

they ratified the contract. deficit appropriation to fund the first year’s tuition payment fully, we hold that consequences of each year of the three - year contract before they approved the Because the evidence is t hat BSD voters knew of the financial

negatively affect education quality. “require laying off staff and increasing class sizes in grades K - p. 8 8” and would cuts” to its operating budget. They were further told that budget cuts would district would have to “default on the contrac t or . . . make very, very severe BSD voters that if they did not approve the deficit appropriation, the school financial burden, but also its implications. See id. For instance, the letter told BSD voters were info rmed about not only the fact and extent of the p. 9 9

concurred. BRODERICK, C.J., and NADEAU, DALIANIS and DUGGAN, JJ.,

differently worded. Leonard v. School District, p. 9 98 N.H. 296, 298 (1953). that a different result would have been reached” had the warrant article been Neville, 144 N.H. at 427. The evidence here does not “compel the concl usion sufficiently described the situation “for voters to make a rational decision.” When liberally construed in its entirety, we hold that this warrant article

vote required). recommends a “yes” vote on this question.) (Majori ty ballot the 2003 Annual School District Meeting? (The school board tuition arrangement and for which no appropriation was made at the City of Manchester over 3 years under its current high school share of the capital costs which the district is ob ligated to pay to for the 2003/2004 fiscal year to fund the first year of the district’s Hundred Thousand Dollars ($1,800,000) as a deficit appropriation school district raise and appropriate the sum of One Million Eight School District Meeting.] (Special Warrant Article) Shall th e costs to Manchester unanticipated at the March 2003 Annual Article V. [Deficit appropriation to pay 2003/2004 capital

The disputed warrant article read as follows: