              [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015]
               IN THE SUPREME COURT OF PENNSYLVANIA
                            EASTERN DISTRICT

             SAYLOR, C.J., EAKIN, BAER, TODD, STEVENS, JJ.


CITY OF PHILADELPHIA,           :     No. 19 EAP 2014
                                :
                Appellant       :     Appeal from the order of Commonwealth
                                :     Court entered on 11/18/2013, at No. 97
                                :     C.D.     2013      (reargument       denied
           v.                   :     01/07/2014), affirming the order dated
                                :     12/27/2012 of the Court of Common Pleas,
                                :     Philadelphia County, Civil Division, at Nos.
CITY OF PHILADELPHIA TAX REVIEW :     3671, 3672, 3675, 3678, January Term
BOARD TO THE USE OF KEYSTONE :        2012.
HEALTH PLAN EAST, INC.,         :
                                :     ARGUED:     March 10, 2015
                Appellee        :
                                :
  CITY OF PHILADELPHIA,         :
                                :
                Appellant       :
                                :
                                :
           v.                   :
                                :
                                :
CITY OF PHILADELPHIA TAX REVIEW :
BOARD TO THE USE OF KEYSTONE :
HEALTH PLAN EAST, INC.,         :
                                :
                Appellee        :
                                :
  CITY OF PHILADELPHIA,         :
                                :
                Appellant       :
                                :
                                :
           v.                   :
                                :
                                :
CITY OF PHILADELPHIA TAX REVIEW :
BOARD TO THE USE OF QCC :
INSURANCE COMPANY,              :
                                :
                Appellee        :
                                :
  CITY OF PHILADELPHIA,         :
                                :
                Appellant       :
                                :
                                :
           v.                   :
                                :
                                :
CITY OF PHILADELPHIA TAX REVIEW :
BOARD TO THE USE OF QCC :
INSURANCE COMPANY,              :
                                :
                Appellee        :


CITY OF PHILADELPHIA,           :      No. 20 EAP 2014
                                :
                Appellant       :      Appeal from the order of Commonwealth
                                :      Court entered on 11/18/2013, at No. 98
                                :      C.D.     2013      (reargument       denied
           v.                   :      01/07/2014), affirming the order dated
                                :      12/27/2012 of the Court of Common Pleas,
                                :      Philadelphia County, Civil Division, at Nos.
CITY OF PHILADELPHIA TAX REVIEW :      3671, 3672, 3675, 3678, January Term
BOARD TO THE USE OF KEYSTONE :         2012.
HEALTH PLAN EAST, INC.,         :
                                :      ARGUED:     March 10, 2015
                Appellee        :
                                :
  CITY OF PHILADELPHIA,         :
                                :
                Appellant       :
                                :
                                :
           v.                   :
                                :
                                :
CITY OF PHILADELPHIA TAX REVIEW :
BOARD TO THE USE OF KEYSTONE :
HEALTH PLAN EAST, INC.,         :
                                :
                Appellee        :
                                :



             [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 2
 CITY OF PHILADELPHIA,          :
                                :
                Appellant       :
                                :
                                :
           v.                   :
                                :
                                :
CITY OF PHILADELPHIA TAX REVIEW :
BOARD TO THE USE OF QCC :
INSURANCE COMPANY,              :
                                :
                Appellee        :
                                :
  CITY OF PHILADELPHIA,         :
                                :
                Appellant       :
                                :
                                :
           v.                   :
                                :
                                :
CITY OF PHILADELPHIA TAX REVIEW :
BOARD TO THE USE OF QCC :
INSURANCE COMPANY,              :
                                :
                Appellee        :


CITY OF PHILADELPHIA,           :      No. 21 EAP 2014
                                :
                Appellee        :      Appeal from the order of Commonwealth
                                :      Court entered on 11/18/2013, at No. 97
                                :      C.D.     2013      (reargument       denied
           v.                   :      01/07/2014), affirming the order dated
                                :      12/27/2012 of the Court of Common Pleas,
                                :      Philadelphia County, Civil Division, at Nos.
CITY OF PHILADELPHIA TAX REVIEW :      3671, 3672, 3675, 3678, January Term
BOARD TO THE USE OF KEYSTONE :         2012.
HEALTH PLAN EAST, INC.,         :
                                :      ARGUED:     March 10, 2015
                Appellant       :
                                :
  CITY OF PHILADELPHIA,         :
                                :
                Appellee        :



             [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 3
                                :
                                :
           v.                   :
                                :
                                :
CITY OF PHILADELPHIA TAX REVIEW :
BOARD TO THE USE OF KEYSTONE :
HEALTH PLAN EAST, INC.,         :
                                :
                Appellant       :
                                :
  CITY OF PHILADELPHIA,         :
                                :
                Appellee        :
                                :
                                :
           v.                   :
                                :
                                :
CITY OF PHILADELPHIA TAX REVIEW :
BOARD TO THE USE OF QCC :
INSURANCE COMPANY,              :
                                :
                Appellant       :
                                :
  CITY OF PHILADELPHIA,         :
                                :
                Appellee        :
                                :
                                :
           v.                   :
                                :
                                :
CITY OF PHILADELPHIA TAX REVIEW :
BOARD TO THE USE OF QCC :
INSURANCE COMPANY,              :
                                :
                Appellant       :


CITY OF PHILADELPHIA,                  :   No. 22 EAP 2014
                                       :
                  Appellee             :   Appeal from the order of Commonwealth
                                       :   Court entered on 11/18/2013, at No. 98
                                       :   C.D.     2013     (reargument   denied
          v.                           :   01/07/2014), affirming the order dated



               [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 4
                                :     12/27/2012 of the Court of Common Pleas,
                                :     Philadelphia County, Civil Division, at Nos.
CITY OF PHILADELPHIA TAX REVIEW :     3671, 3672, 3675, 3678, January Term
BOARD TO THE USE OF KEYSTONE :        2012.
HEALTH PLAN EAST, INC.,         :
                                :     ARGUED:     March 10, 2015
                Appellant       :
                                :
  CITY OF PHILADELPHIA,         :
                                :
                Appellee        :
                                :
                                :
           v.                   :
                                :
                                :
CITY OF PHILADELPHIA TAX REVIEW :
BOARD TO THE USE OF KEYSTONE :
HEALTH PLAN EAST, INC.,         :
                                :
                Appellant       :
                                :
  CITY OF PHILADELPHIA,         :
                                :
                Appellee        :
                                :
                                :
           v.                   :
                                :
                                :
CITY OF PHILADELPHIA TAX REVIEW :
BOARD TO THE USE OF QCC :
INSURANCE COMPANY,              :
                                :
                Appellant       :
                                :
  CITY OF PHILADELPHIA,         :
                                :
                Appellee        :
                                :
                                :
           v.                   :
                                :
                                :
CITY OF PHILADELPHIA TAX REVIEW :
BOARD TO THE USE OF QCC :



            [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 5
INSURANCE COMPANY,                            :
                                              :
                     Appellant                :


                                          OPINION


MR. JUSTICE EAKIN                                       DECIDED:     December 21, 2015
       These cross-appeals involve tax credits and refunds for overpayments of the City

of Philadelphia’s Business Privilege Tax (BPT). 1           The City appeals from the

Commonwealth Court’s decision affirming the award of credits to Keystone Health Plan

East, Inc., and QCC Insurance Company (collectively, Taxpayers), who appeal from the

same decision affirming the denial of their refund requests.

       In 1985, pursuant to the First Class City Business Tax Reform Act, 53 P.S.

§§ 16181-16193, the City enacted the BPT, which taxes the gross receipts and net

income of every person engaged in business within the City.       Phila. Code § 19-2603.

Under Philadelphia Code § 19-2601, “person” includes corporations and “business” is

defined as “[c]arrying on or exercising for gain or profit I any trade, business, I or

commercial activity[.]”   Id.   As with federal income taxes, a tax return and payment are

to be filed by April 15, which payment reflects the tax due for the prior year, less

estimates and credits. Also due that date is an estimated tax payment for the year

ahead.   See BPT Regulations (BPTR) § 202A; Trial Court Opinion, 12/27/12, at 2.

       Taxpayers, subsidiaries of Independence Blue Cross, engaged in business in the

City and paid the BPT tax for years 2003 and 2004, in April 2004 and 2005, respectively;

they received extensions and filed the actual BPT returns for those years in September

2004 and 2005, respectively.         In accordance with Philadelphia Code § 19-2601,


1In 2012, the BPT was renamed the Business Income and Receipts Tax; as this action
was already begun, we will refer to the former name.



                  [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 6
Taxpayers calculated their net income using their federal taxable income, commonly

referred to as Method II.   Id., Net Income (a)(2); see also BPTR § 404(1)(a).    In 2008,

the Internal Revenue Service (IRS) audited the federal tax returns of Independence Blue

Cross and its subsidiaries, including Taxpayers.    The audit was concluded in February

2009, and revealed Taxpayers understated their deductions, and thus overstated their

net income, for tax years 2003 and 2004.     As required by BPTR § 205, Taxpayers filed

amended BPT returns, collectively requesting approximately $6.5 million in refunds.

See id. (requiring taxpayer using federal method to file amended return within 75 days of

“final determination of corrected net income” by IRS).

       The Philadelphia Department of Revenue agreed Taxpayers overpaid their taxes,

but denied the refund requests as untimely, citing Philadelphia Code § 19-1703(1)(d),

which provides:

       Every petition for refund of moneys collected by the Department on or after
       January 1, 1980, for or on behalf of the City or the School District of
       Philadelphia, including but not limited to any tax, I shall be filed with the
       Department within 3 years from the date of payment to the City or the
       School District of Philadelphia or the due date, whichever is later.

Id. (emphasis added).

       Taxpayers appealed to the Philadelphia Tax Review Board, arguing the net

income corrections effectively reset § 19-1703(1)(d)’s “due date” since they had 75 days

from the completion of the IRS audit to file the amended returns. The Review Board

rejected Taxpayers’ argument, determining “due date” referred to the date the returns

were initially due — April 15, 2004 and 2005, respectively.   Tax Review Board Decision,

4/11/12, at 3-4.   Notwithstanding this denial of refunds, the Review Board, sua sponte,

awarded Taxpayers credits for their overpayments.        Specifically, the Review Board

concluded that because Philadelphia Code § 19-2610 requires the Department to




                   [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 7
establish regulations2 for credits “to be granted on any overpayment of estimated tax

payment,” the Department was required to credit Taxpayers for overpayments for tax

years 2003 and 2004. Tax Review Board Decision, 4/11/12, at 5 (quoting Phila. Code

§ 19-2610).    Functionally, this meant Taxpayers received credits equal to their

requested refunds.    See N.T. Hearing, 12/29/11, at 8-11.

       The trial court affirmed the Review Board’s decision.            The court agreed

Taxpayers’ refund requests were untimely but, unlike the Review Board, determined

“due date” referred to the payment due date rather than the filing due date, finding

§ 19-1703(1)(d) was unambiguous because it did not mention returns.              Trial Court

Opinion, 12/27/12, at 6. While filing deadlines could be extended, and were here, the

payment deadline remained April 15.          The court further concluded no equitable

exception to the three-year limitation applied because Philadelphia Code §

19-1703(1)(d) was a statute of repose, given that the provision delineated a period that

began with a “definitively established event.”      Trial Court Opinion, 12/27/12, at 8.

Similarly, because the “plain, unambiguous language” of § 19-2610 “clearly expresse[d

an] entitlement to a credit for any overpayment without providing” a limitations period, the

trial court affirmed the Review Board’s credit determination.       Id., at 9.   The court

opined the dichotomy regarding a limitations period for refunds but not credits made

sense because the City could prospectively budget for credits, whereas refunds

constituted an immediate liability.

       Both parties appealed, and a divided three-judge panel of the Commonwealth

Court affirmed. Like the trial court, the Commonwealth Court determined the relevant


2 Pursuant to § 19-2610, the Department enacted BPTR § 202A, which provides: “Any
overpayment of the current tax year shall be applied first to the payment of an estimated
tax for the tax year that follows or to other taxes due. A remaining balance, if any, shall
be applied to future [BPT] years unless the taxpayer requests a refund amount.” Id.



                  [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 8
refund and credit provisions were unambiguous. The majority agreed the absence of

“return” in § 19-1703(1)(d) supported the conclusion that “due date” referred to the

payment due date; thus, Taxpayers’ refund requests were untimely since they were not

filed within three years of the payment due dates.              The majority also agreed no

equitable exception to the three-year limitation applied, observing the trial court’s

conclusion comported with case law.           City of Philadelphia v. City of Phila. Tax Review

Bd. ex rel. Keystone Health Plan East, Inc., Nos. 97-98 CD 2013, unpublished

memorandum at 8-9 (Pa. Cmwlth. filed November 18, 2013) (citing City of Philadelphia v.

Tax Review Bd. ex rel. Phila. Fresh Food Terminal Corp., 945 A.2d 802, 805 (Pa.

Cmwlth. 2008) (concluding § 19-1703(1)(d) is statute of repose); Phila. Gas Works v.

Commonwealth, 741 A.2d 841, 847 (Pa. Cmwlth. 1999) (“Neither the Board nor this

[c]ourt has power to alter the explicit time limitation I in the [t]ax [c]ode based on

equitable principles.” (citation omitted)).

          The majority further held the trial court did not err in affirming the award of credits.

Specifically, the court rejected the City’s argument that since Phila. Gas Works stated

credits and refunds were interchangeable, § 19-1703(1)(d) applied logically to credits, as

well as refunds. The court noted the underlying statute in Phila. Gas Works used the

terms interchangeably, whereas the pertinent provisions in this matter used the terms

distinctly.    Moreover, as § 19-1703(1)(d) did not mention credits, the court reasoned the

provision was unambiguous, and therefore, there was no need to ascertain legislative

intent.     And, even if the relevant provisions were ambiguous, the court concluded

ambiguities were to be construed in Taxpayers’ favor.           Keystone Health, at 13 (citing

Skepton v. Borough of Wilson, 755 A.2d 1267, 1270 (Pa. 2000)).

          In dissent, President Judge Pellegrini agreed with the majority’s refund

determination but disagreed with its credit conclusion, remarking there was no functional




                     [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 9
difference between credits and refunds because “in both [instances], someone has more

money or less[.]”    Id., at 2 (Pellegrini, P.J., dissenting).    In his view, the majority’s

position led to an absurd result since a party could seek credits in perpetuity, rendering

the refund limitation period meaningless.        Id., at 3 n.2.    We granted allowance of

appeal to address both the credit and refund issues:

       Was President Judge Pellegrini correct in dissent that the majority’s
       conclusion — that although there is a very strict three-year statute of
       limitations on requests for tax refunds, there is no statute of limitations at all
       on requests for tax credits — is “absurd” in that it allows taxpayers to
       pursue tax overpayments against the City “forever,” without any limiting
       principles whatsoever?

       Whether, as a matter of law and equity, the Commonwealth Court correctly
       upheld the Philadelphia Court of Common Pleas by denying Taxpayers
       BPT refunds [under the circumstances].

City of Philadelphia v. City of Phila. Tax Review Bd. ex rel. Keystone Health Plan

East, Inc., 93 A.3d 803 (Pa. 2014) (per curiam) (alteration in original).

       Taxpayers present three core arguments regarding refunds: (1) BPTR § 205

resets the three-year limitation; (2) any ambiguity as to whether “due date” applies to a

payment or a return should be construed against the City because § 19-1703(1)(d) is a

taxing statute; and (3) even if the refund requests were untimely, an equitable exception

applies under the doctrine of recoupment.3

       First, Taxpayers aver BPTR § 205 when read in pari materia with § 19-1703(1)(d),

dictates that the three-year limitation “must apply to all tax returns a taxpayer is required

by law to file.” Taxpayers’ Brief, at 39. They submit their refund requests are timely

because the three-year limitation either commences on the date the amended return is


3 The doctrine allows “a party litigating a tax claim in a timely proceeding I [to] seek
recoupment of a related, and inconsistent, but now time-barred tax claim relating to the
same transaction.” United States v. Dalm, 494 U.S. 596, 608 (1990).



                 [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 10
due or is extended until the amended return’s due date.    As to their equitable argument,

Taxpayers contend § 19-1703(1)(d) is a statute of limitations since it begins to run from

the time of an injurious occurrence, namely, the overpayments, which they note were

unknown until the IRS audit.       Taxpayers maintain the net-income corrections and

amended returns constitute a single transaction, see Household Consumer Disc. Co. v.

Vespaziani, 415 A.2d 689, 694 (Pa. 1980) (observing recoupment claim and main tax

claim must arise from single transaction or taxable event to merit application of

recoupment doctrine), and thus equitable relief is warranted. Taxpayers’ Brief, at 53.

       Concerning credits, Taxpayers state applying the three-year limitation to claims

for credits would effectively rewrite § 19-2610 and BPTR § 202A, as the former plainly

allows a credit for any overpayment and neither provision provides a time limitation.

Noting § 19-1703(1)(d) does not mention credits, they argue City Council could not have

intended § 19-1703(1)(d) to apply to credits for overpayments because both the BPT and

the relevant credit provisions were enacted after § 19-1703(1)(d). Finally, given that a

taxpayer has a vested right to a refund but must continue to engage in business to

actually receive a credit, Taxpayers submit credits and refunds are materially different.

       The City initially notes a party seeking a credit or refund must strictly comply with

the applicable provisions so as to prevent fiscal uncertainty as both remedies arise from

“legislative grace.”   City’s Brief, at 25.   The City asserts the majority’s conclusion

allows credit requests in perpetuity.   Remarking the decisions below placed too much

emphasis on “any” in § 19-2610, the City argues the provision does not list a time

limitation because it merely grants the Department authority to establish regulations for

credits.   Echoing President Judge Pelligrini, the City contends there is no meaningful

distinction between the net effect of a credit and refund. The City argues the trial

court’s prospective budgeting distinction is flawed because the purpose of a time




                 [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 11
limitation is to allow a governmental entity to conclusively extinguish a claim for

retroactive payment — regardless of whether it is termed a credit or refund.

       As to refunds, the City states the argument that BPTR § 205 resets the “due date”

in § 19-1703(1)(d) is erroneous since § 19-1703(1)(d) concerns payments, not returns,

and even if it does apply to returns, there is no indication the provision applies to

amended returns.     Further, the City argues Taxpayers’ contention that BPTR § 205 and

§ 19-1703(1)(d) must be read in pari materia lacks merit because: (1) the provisions do

not relate to the same subject; (2) allowing BPTR § 205 to serve as an exception would

swallow the three-year limitation since the regulation also applies to self-amended

federal returns; and (3) Taxpayers should have known they overpaid the City.

       Lastly, whether § 19-1703(1)(d) is characterized as a statute of repose or a

statute of limitations, the City asserts equitable relief is foreclosed. The City avers

denying such relief is consistent with DaimlerChrysler Corp. v. Commonwealth, 885 A.2d

117, 120-21 (Pa. Cmwlth. 2005) (concluding state refund provision is statute of repose

and thus rejecting refund request despite event giving rise to request occurring after time

limitation lapsed), as well as then-Justice Saylor’s concurring statement in our per

curiam affirmance of that case, DaimlerChrysler Corp. v. Commonwealth, 927 A.2d 201,

203 (Pa. 2007) (Saylor, J., concurring) (“[W]here a statutory limitation provision is not

merely ‘one of general application spanning all similar actions, but rather, derives from a

specific proviso within a statute giving rise to the right sought to be vindicated,’ a plaintiff

must demonstrate that the action has been brought within the time limit I regardless of

whether the provision is described as a statute of repose.” (citation omitted)).

       As these issues involve matters of statutory interpretation, our standard of review

is de novo, and our scope of review is plenary.     Commonwealth v. Hacker, 15 A.3d 333,

335 (Pa. 2011) (citation omitted).     In interpreting local ordinances, we apply rules of




                 [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 12
statutory construction. See Bailey v. Zoning Bd. of Adjustment, 801 A.2d 492, 502 n.19

(Pa. 2002). The primary goal of statutory interpretation is to ascertain the intent of the

enacting entity — presently, the Department and City Council.                See 1 Pa.C.S. §

1921(a). Where a statute is unambiguous, its plain text will not be disregarded in

furtherance of its spirit.   Id., § 1921(b).    Ambiguity arises where there are two or more

reasonable interpretations.        See Warrantech Consumer Prods. Servs., Inc. v. Reliance

Ins. Co., 96 A.3d 346, 354-55 (Pa. 2014) (“A statute is ambiguous when there are at

least two reasonable interpretations of the text under review.” (citation omitted)).

Where ambiguity is found, a court may consider the factors listed in 1 Pa.C.S. § 1921(c)

to ascertain legislative intent.    See id.    Provisions imposing a tax are strictly construed,

Id., § 1928(b)(3), with any ambiguity resolved against the taxing entity and in favor of the

taxpayer, Greenwood Gaming & Entm’t, Inc. v. Commonwealth, Dep’t of Revenue, 90

A.3d 699, 710-11 (Pa. 2014).

       Where a limitations period begins with a definitely established event that is

independent of an injurious occurrence or discovery thereof, the statute is considered to

be one of repose.     See Abrams v. Pneumo Abex Corp., 981 A.2d 198, 211 (Pa. 2009).

Unlike statutes of limitations, which are procedural, statutes of repose are substantive

and thus wholly extinguish a party’s cause of action upon the expiration of the time

period. See id. (citation omitted).

       Considering these principles, we hold Taxpayers are not entitled to refunds since

their requests were not filed within three years of the date the BPT payments were due.

As § 19-1703(1)(d) does not mention returns, we agree with the Commonwealth Court

majority that the provision is unambiguous. The only reasonable interpretation is to

confine § 19-1703(1)(d) to the later of (1) the date of payment or (2) payment due date.

Applying § 19-1703(1)(d) to the return due date, much less an amended return’s due




                  [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 13
date, would insert words where they do not appear.     See Sears v. Wolf, 118 A.3d 1091,

1104 (Pa. 2015) (citation omitted).

        Likewise, we reject Taxpayers’ argument that BPTR § 205 resets the three-year

limitation.    Statutes are considered in pari materia “when they relate to the same I

class of persons or things.” 1 Pa.C.S. § 1932(a).      If possible, statutes in pari materia

“shall be construed together.” Id., § 1932(b). We conclude § 19-1703(1)(d) and BPTR

§ 205 do not relate to the same class of things or persons.   Section 19-1703(1)(d) deals

with a petition for a refund for any tax collected by the City or the Philadelphia School

District.     See Phila. Code § 19-1703(1)(d). In contrast, BPTR § 205 encompasses the

requirement to file an amended BPT return in limited situations.          Moreover, while

§ 19-1703(1)(d) deals with City taxpayers generally, BPTR § 205 applies to a discrete

class of City taxpayers, i.e., Method II BPT filers whose net income was subsequently

adjusted.      Broadly, both provisions deal with City taxpayers, but adopting Taxpayers’

logic would require every City tax provision and Department regulation to be read in pari

materia — an untenable result given the diverse spectrum of taxes the City imposes.

See generally Phila. Code, Title 19 (listing over 30 types of taxes).

        Further, even if statutes are in pari materia, construing them together is required

only “if possible.”      1 Pa.C.S. § 1932(b).       As stated by the City, construing

§ 19-1703(1)(d) and BPTR § 205 as one provision would allow a narrow circumstance to

swallow the general three-year limitation. As evidenced by their suggestion that the

three-year limitation either commences on the due date of the amended return or is

extended until the amended return’s due date, even Taxpayers cannot specify the

precise result of reading the two provisions together.      Under the former, Taxpayers

would have had until 2012 to file their refund requests. Thus, we are unpersuaded by

the argument that BPTR § 205 resets the three-year limitation in § 19-1703(1)(d).




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       Moreover, assuming arguendo § 19-1703(1)(d) is ambiguous, we are not required

to construe the statute in Taxpayers’ favor.     Only ambiguous provisions that impose a

tax are to be construed in a taxpayer’s favor.    See 1 Pa.C.S. § 1928(b)(3); Greenwood

Gaming, at 710-11.      Rather than imposing a tax, § 19-1703(1)(d) defines a time

limitation for seeking a refund.   Relatedly, we conclude § 19-1703(1)(d) is a statute of

repose and thus reject Taxpayers’ equitable argument. The Commonwealth Court has

previously addressed this issue.         See Phila. Fresh Food, at 805 (“[S]ection

19-1703(1)(d) is a statute of repose.”).       As mentioned supra, a statute of repose

delineates a defined time that begins with a definitely established event, independent of

the injury or its discovery.   Abrams, at 211; see also Phila. Fresh Food, at 805.

Contrary to Taxpayers’ position, the three-year limitation does not commence with the

overpayments they claim are an injurious occurrence or discovery thereof.         Instead,

§ 19-1703(1)(d) begins with a definite and independent event — the later of the payment

date or the payment due date — and runs for three years.      Hence, Taxpayers’ ability to

pursue refunds was extinguished in 2007 and 2008, respectively, and relief under the

recoupment doctrine is unwarranted.       See Taxpayers’ Brief, at 58 n.12 (conceding

argument under recoupment doctrine would be “affected” if § 19-1703(1)(d) is statute of

repose).

       Applying these same principles to credits, we hold the Commonwealth Court did

not err in affirming the Review Board’s award of credits to Taxpayers.   Ambiguity here is

found only if credits and refunds are the same thing, and whatever their similarities, they

are not.   “Store credit” is not the same as “your money back.”

       The pertinent provisions discuss terms of “credits” and “refunds” distinctly.

Section 19-1703(1)(d) discusses refunds. Section 19-2610 and its progeny, BPTR §

202A, see n.2, supra, discuss “credits to be granted on any overpayment of [an]




                 [J-4A-2015, J-4B-2015, J-4C-2015 and J-4D-2015] - 15
estimated tax payment.”        Phila. Code § 19-2610.      Whereas a refund involves an

immediate liability to be paid by the City, a credit is an offset against future liability owed

to the City.   Stated otherwise, a refund must be paid promptly, while a credit allows the

City to prospectively budget the liability — a difference we find material.   There being no

time limitation listed within the credit provisions, it is unreasonable to impute

§ 19-1703(1)(d)’s three-year limitation on claims for refunds to claims for credits — to do

so would impermissibly rewrite the relevant provisions to insert a term where it does not

exist.   See Allright Auto Parks, Inc. v. Zoning Bd. of Adjustment, 529 A.2d 546, 551 (Pa.

Cmwlth. 1987) (“[J]udicial rewriting I however well intended [is] not legally warranted.”).

Accordingly, as there is no ambiguity, there is no need to consider the matters listed in

1 Pa.C.S. § 1921(c) to further ascertain legislative intent. See Keystone Health, at 12

n.6 (“Here, there is no need to ascertain City Council’s intent. The word ‘credit’ is not

present.”).4

         Discerning no ambiguity within the relevant provisions, which provide a time

limitation only for refunds, we affirm the decision of the Commonwealth Court in full.

         Order affirmed; jurisdiction relinquished.

         Madame Justice Todd and Mr. Justice Stevens join the opinion.

         Mr. Chief Justice Saylor files a concurring and dissenting opinion in which Mr.

Justice Baer joins.




4 To the extent the panel majority opined that even if the provisions were ambiguous,
they were to be construed in Taxpayers’ favor, id., at 13, the court erred. Like
§ 19-1703(1)(d), neither § 19-2610 nor BPTR § 202A imposes a tax, and thus, there is
no requirement the provisions be construed in Taxpayers’ favor.



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