                                                                                        ACCEPTED
                                                                                    03-14-00197-CV
                                                                                            5206823
                                                                         THIRD COURT OF APPEALS
                                                                                    AUSTIN, TEXAS
                                                                               5/8/2015 10:36:16 AM
                                                                                  JEFFREY D. KYLE
                                                                                             CLERK
                        NO. 03-14-00197-CV
          _____________________________________________
                                                             RECEIVED IN
                   IN THE COURT OF APPEALS       3rd COURT OF APPEALS
              THIRD JUDICIAL DISTRICT OF TEXAS AUSTIN, TEXAS
                           AT AUSTIN             5/8/2015 10:36:16 AM
        ________________________________________________
                                                   JEFFREY D. KYLE
                                                                 Clerk
                 GRAPHIC PACKAGING, INC.,
                              Appellant

                                  v.

GLENN HEGAR, COMPTROLLER OF PUBLIC ACCOUNTS OF
  THE STATE OF TEXAS; AND KEN PAXTON, ATTORNEY
         GENERAL OF THE STATE OF TEXAS,
                              Appellees.

  FROM THE DISTRICT COURT OF TRAVIS COUNTY, 353RD JUDICIAL DISTRICT,
 CAUSE NO. D-1-GN-12-003038, THE HONORABLE DARLENE BYRNE PRESIDING

 AMICI CURIAE BRIEF OF THE INTERSTATE COMMISSION FOR
JUVENILES, THE ASSOCIATION OF COMPACT ADMINISTRATORS
   OF THE INTERSTATE COMPACT ON THE PLACEMENT OF
CHILDREN, AND JEFFREY LITWAK, IN SUPPORT OF APPELLANT

 RICHARD L. MASTERS                    JEFFREY B. LITWAK
 (Kentucky Bar No. 44606)              (Oregon Bar No. 973170)
 lawsaver@aol.com                      jlitwak@alum.mit.edu
 MASTERS, MULLINS & ARRINGTON          1608 NE Knott Street
 1012 South Fourth Street              Portland, Oregon 97212
 Louisville, Kentucky 40203            (503) 777-4758
 Tel: (502) 582-2900
 Fax: (502) 587-0931                   ATTORNEYS FOR AMICUS
                                       CURIAE JEFFREY LITWAK
 ATTORNEYS FOR AMICI
 CURIAE INTERSTATE
 COMMISSION FOR JUVENILES
 & ASSOCIATION OF COMPACT
 ADMINISTRATORS OF THE
 INTERSTATE COMPACT ON THE
 PLACEMENT OF CHILDREN
                                        TABLE OF CONTENTS

TABLE OF CONTENTS .......................................................................................... i
TABLE OF AUTHORITIES ................................................................................... ii
I.       IDENTITY AND INTEREST OF AMICI ................................................... 1
         The Interstate Commission for Juveniles...................................................... 1
         The Association of Administrators of the Interstate Compact on the
            Placement of Children ............................................................................. 1
         Statement of Interest of the Compact Amici ................................................ 3
         Jeffrey B. Litwak and Statement of Interest ................................................. 4
         Disclosure Pursuant to Texas Rule of Appellate Procedure 11(c) ............... 6
II.      INTRODUCTION ........................................................................................ 6
III.     HISTORICAL OVERVIEW ...................................................................... 11
              A. Interstate Compacts Are Widely Used to Define Legal Relationships
                 Among States ................................................................................... 11
              B. The Core Legal Principles that Govern Interstate Compacts .......... 13
              C. Compacts Provide Uniformity Through the Collective Exercise of
                 Sovereignty by the Member States .................................................. 18
              D. The Implications of Congressional Consent (or its Absence) ......... 19
IV.      ANALYSIS OF THE MULTISTATE TAX COMPACT AS A COMPACT
         REQUIRES ITS CONTRACTUAL NATURE TO PREVAIL .................. 20
V.       THE DECISION OF THE TRIAL COURT SERIOUSLY UNDERMINES
         THE ENFORCEMENT OF OTHER COMPACTS ENACTED BY TEXAS
         ..................................................................................................................... 29
VI.      CONCLUSION ........................................................................................... 31
CERTIFICATE OF COMPLIANCE ..................................................................... 33
CERTIFICATE OF SERVICE .............................................................................. 34




                                                               i
                                TABLE OF AUTHORITIES

                                               CASES
                                                                                                Page(s)

Alabama v. North Carolina,
  130 S Ct 2295; 176 L Ed 2d 1070 (2010) ............................................. 7, 25

Burns v. United States,
 501 U.S. 129 (1991) .................................................................................. 25

Cal. Dep’t of Transp. v. City of S. Lake Tahoe,
 466 F. Supp. 527 (E.D. Cal. 1978) ............................................................ 28

CT Hellmuth v. Washington Metro Area Trans Auth,
 414 F Supp 408 (D Md, 1976) .............................................................. 6, 16

Cuyler v. Adams,
 449 US 433; 101 S Ct 703; 66 L Ed 2d 641 (1981) .................................. 19

Delaware River Joint Toll Bridge Comm v. Colburn,
 310 U.S. 419; 60 S Ct 1039; 84 L Ed 1287 (1940) ....................... 19, 26, 27

Doe v. Ward,
  124 F Supp 2d 900 (WD Pa, 2000) ...................................................... 6, 16

Entergy Arkansas, Inc. v. Nebraska,
 358 F.3d 528 (8th Cir. 2004) ............................................................... 16, 30

Ex Parte Cantrell,
  362 S.W.2d 115 (Tex. Crim. App. 1962) .................................................. 23

Green v. Biddle,
 21 US (8 Wheat) 1; 5 L Ed 547 (1823) ................................................. 7, 14

Hess v. Port Authority Trans-Hudson Corp.,
 513 U.S. 30 (1994) .................................................................................... 18

Hinderlider v. La Plata River and Cherry Creek Ditch Co,
 304 US 92; 58 S Ct 803; 82 L Ed 1202 (1938) ......................................... 17


                                                    ii
In re Texas,
  97 S.W.3d 744 (Tex. App.—El Paso 2003, no pet.) ................................. 23

McComb v. Wambaugh,
 934 F.2d 474 (3rd Cir. 1991), overruled on other grounds by
 State Dep’t of Econ. Sec. v. Leonardo,
 22 P.3d 513 (Ariz. Ct. App. 2001) .................................................... 2, 6, 15

Nebraska v. Central Interstate Low-Level Radioactive Waste Comm,
 207 F3d 1021 (CA 8, 2000)....................................................................... 15

New Jersey v. New York,
 523 US 767, 118 S Ct 1726 (1998) ....................................................... 7, 20

Oklahoma v. New Mexico,
 501 U.S. 221 (1991) .................................................................................. 25

Potomac Shores, Inc. v. River Riders, Inc.,
 98 A.3d 1048 (Md. Ct. Spec. App. 2014) ................................................. 13

Seattle Master Builders Ass’n v. Pac Northwest Elec Power Planning
  Council, 786 F2d 1359 (CA 9, 1986) ........................................ 7, 14, 27, 28

Skamania County v. Woodall,
  16 P.3d 701 (Wash. Ct. App. 2001) .......................................................... 27

State of Illinois Dept. of Public Aid v. Schweiker,
  707 F. 2d 273, 277 (CA7 1983) ................................................................ 25

Tarrant Reg’l Water Dist. v. Hermann,
  186 L. Ed. 153 (2013) ......................................................................... 24, 25

Texas v. New Mexico,
  462 US 554, 103 S Ct 2558 (1983) ................................................. 7, 20, 25

Texas v. New Mexico,
  482 U.S. 124 (1987) .................................................................................. 16




                                                    iii
US Steel Corp v. Multistate Tax Comm,
  434 US 452; 98 S Ct 799; 54 L Ed 2d 682 (1978) ............................ passim

US Trust Co v. New Jersey,
 431 US 1 (1977) ........................................................................................ 14

Virginia v. Tennessee,
  148 US 503; 13 S Ct 728; 37 L Ed 537 (1893) ......................................... 19

West Virginia ex rel Dyer v. Sims,
 341 US 22; 71 S Ct 557; 95 L Ed 713 (1951) .................................... passim

Wroblewski v. Commonwealth,
 570 Pa 249; 809 A2d 247 (Pa 2002) ......................................................... 15

                                                 STATUTES

Alaska Stat. § 43.19.010 ............................................................................... 22

Haw. Rev. Stat. § 255-1 ................................................................................ 22

Idaho Code Ann. § 63-3027.......................................................................... 22

Idaho Code Ann. § 63-3701.......................................................................... 22

Interstate Compact on the Placement of Children, MCL 3.711 ............. 1, 2, 3

Kan. Stat. Ann. § 79-4301 ............................................................................ 23

Missouri-Nebraska Boundary Compact, PL 106-101, 113 Stat. 1333 (1999)

   ................................................................................................................... 12

Mo. Rev. Stat. § 32.200 ................................................................................ 23

Mont. Code Ann. § 15-1-601 ........................................................................ 23

N.M. Stat. Ann. § 7-5-1 ................................................................................ 23

Tex. Agric. Code §§ 79.001-79.007 ............................................................. 10

                                                          iv
Tex. Educ. Code §§ 160.01-160.04 .............................................................. 10

Tex. Educ. Code §§ 161.01-161.04 ................................................................ 9

Tex. Educ. Code §§ 162.001-162.005 ............................................................ 9

Tex. Fam. Code §§ 162.101-162.107 ............................................................. 9

Tex. Fam. Code §§ 60.001-60.012 ................................................................. 9

Tex. Ins. Code §§ 5001.001-5000.002 ........................................................... 9

Tex. Nat. Res. Code §§ 141.001-141.005..................................................... 10

Tex. Occ. Code §§ 304.101-304.109 ............................................................ 10

Tex. Tax Code § 140.001................................................................................ 7

Tex. Tax Code §§ 141.101-141.106 ............................................................. 10

Tex. Transp. Code §§ 523.001-523.011 ......................................................... 9

Wash. Rev. Code § 82.56.010 ...................................................................... 23

                           CONSTITUTIONAL PROVISIONS

Compact Clause ..................................................................................... passim

Contracts Clause ............................................................................... 15, 16, 17

US Const, art I, §10, cl 1............................................................................... 13

US Const, art I, §10, cl 3......................................................................... 11, 19

US Const, art VI, cl 2 .................................................................................... 14

                                   OTHER AUTHORITIES

Caroline N. Broun, et al., The Evolving Use and the Changing Role of
 Interstate Compacts: A Practitioner’s Guide (ABA, 2006) .............. passim


                                                      v
Barnett, A Consent Theory of Contract, 86 Columbia L Rev 269 (1986) .... 30

Frankfurter & Landis, The Compact Clause of the Constitution − A Study in
  Interstate Adjustments, 34 Yale L.J. 685 (1921)....................................... 11

Garfield, Promises of Silence: Contract Law and Freedom of Speech, 83
 Cornell L Rev 261 (1998) ......................................................................... 30

Litwak, Interstate Compacts: Cases and Materials (Semaphore Press 2012)
  ......................................................................................................... 5, 13, 17

Michael Buenger & Richard Masters, The Interstate Compact on Adult
 Offender Supervision: Using Old Tools to Solve New Problems, 9 Roger
 Williams U. L. Rev. 71 (2003) ........................................................... passim




                                                         vi
I.      IDENTITY AND INTEREST OF AMICI

                  The Interstate Commission for Juveniles

        The Interstate Commission for Juveniles is the interstate governing

body created under the Interstate Compact for Juveniles (“ICJ”) to oversee

the administration and enforcement of the compact. The ICJ is the only state

or federal law which provides the legal authority to transfer supervision of

juveniles under parole or probation supervision or to allow the apprehension

and safe return of juvenile runaways and absconders across state lines of the

member states.     Fifty-one jurisdictions have enacted the ICJ, including

Texas.     The ICJ’s purposes include providing a means of joint and

cooperative action among the compacting states to ensure that adjudicated

juveniles are provided adequate supervision and services in the receiving

state as ordered by the adjudicating judge or parole authority in the sending

state. The Interstate Commission for Juveniles has no financial interest in

the outcome of this case and, by and through its Executive Committee, has

authorized the filing of this amicus brief.


     The Association of Administrators of the Interstate Compact on the
                          Placement of Children

        The Interstate Compact on the Placement of Children (“ICPC”) was

established in 1974 and consists of members from all 50 states, the District


                                       1
of Columbia and the United States Virgin Islands. The Association of

Administrators of the Interstate Compact on the Placement of Children

(“AAICPC”) has authority under ICPC to “promulgate rules and regulations

to carry out more effectively the terms and provisions of this compact.” The

ICPC was prompted by concerns regarding states’ inability to protect the

welfare of children once they are moved across a state border. It was drafted

to promote state cooperation ensuring safe and timely placement in a

suitable environment with persons or institutions having appropriate

qualifications and facilities to provide a necessary and desirable degree and

type of care.

      The AAICPC has a significant interest in promoting the uniform

interpretation and application of the compact for the protection of child

welfare. The decision below could serve as justification for member states

to deviate unilaterally from their policies and procedures for ensuring that

children will be protected when they are sent out of state.1 Like the ICJ, the

compact’s effectiveness as a contract among the states necessarily depends

upon its uniform application by its member states, each of which is

contractually bound to abide by its terms. For that very reason, the ICPC


1
   McComb v. Wambaugh, 934 F.2d 474, 479 (3d Cir. 1991)         (“uniformity of
interpretation [of the ICPC by member states] is important”).



                                      2
was adopted as a compact – a binding contract – between the states rather

than as a uniform law (such as the Uniform Commercial Code), which each

state would otherwise be free to interpret differently. The AAICPC has no

financial interest in the outcome of this case and through its Executive

Committee has authorized the filing of this amicus brief.


                Statement of Interest of the Compact Amici

      The Compact Amici are “creations” of the respective state

legislatures’ grant of authority, as set forth in the language of their respective

compact statutes. In the case of the ICJ, this authority is exercised as the

only state or federal law of its kind to regulate the interstate transfer and

return of delinquent juveniles under parole or probation supervision, as well

as runaways. In the case of the ICPC, such authority serves the interest of

the member states in the protection of child welfare by regulation of the

interstate movement and safe placement of children between states when the

children are in the custody of a state, being placed for private or independent

adoption, or under certain circumstances, being placed by a parent or

guardian in a residential treatment facility.

      Thus the Compact Amici have a vested interest in this matter, given

that the lower court’s decision effectively allows Texas, or by extension of

its logic, any other compact member state, unilaterally to contravene the


                                        3
uniform requirements of, not just the Compact, but other interstate compacts

which Texas has enacted. This impermissible allowance of a unilateral

amendment of the terms of an interstate compact by one member state has

serious implications not only for the Appellant, but also for the other

interstate compacts represented herein and other compacts across the nation,

whose authority to regulate such matters as juvenile offender transfers and

child welfare placements is dependent upon the validity of the uniform

provisions of these respective compacts. Without the assurance of uniform

compliance and enforcement of these compacts, the entire system of

interstate placement of children and both the transfer of juvenile probation

and parole supervision as well as the appropriate apprehension and return of

runaways and absconders will be threatened. If states are permitted to

unilaterally reject such interstate transfers in violation of compact and code

provisions, both child welfare and public safety will be endangered.


               Jeffrey B. Litwak and Statement of Interest

      Jeffrey B. Litwak is an Adjunct (and previously Visiting) Professor of

Law at Lewis and Clark Law School, where he developed and has taught the

country’s only law school course focused on interstate compact law since

2004. See Law Courses Catalog, Interstate Compacts Seminar, available at

http://legacy.lclark.edu/dept/lawreg/law365.html (last visited Apr. 20, 2015)


                                      4
(course description). Professor Litwak has also served as in-house general

counsel to an interstate compact entity, the Columbia River Gorge

Commission (a compact between Oregon and Washington) since 1999,

arguing numerous compact law issues in the states’ courts. Professor Litwak

has studied and speaks nationally about the prohibition against applying

state law that conflicts with an interstate compact, and has written the only

law school text on interstate compact law, Jeffrey B. Litwak, Interstate

Compacts: Cases and Materials (v. 2.0 2014), and numerous chapters on

interstate compact law in Oregon, Washington, and American Bar

Association books.

      Professor Litwak submits this amicus brief pro se, representing no

institution, entity, group, or association; none of the entities with which he is

associated has provided any technical or research assistance, time, funding,

use of facilities, or any other assistance. He has no personal or financial

interest in the outcome of this matter.

      Professor Litwak has a professional scholarly interest in the law of

interstate compacts. He is interested in the consistent application of existing

compact law to the interpretation of interstate compacts and in the orderly

and predictable development of compact law. He also uses current events

and litigation as teaching tools and would use this matter as such. In short,


                                          5
Professor Litwak presents the law in this brief from a disinterested

perspective, which happens to align with the Appellant’s interests in this

matter.


      Disclosure Pursuant to Texas Rule of Appellate Procedure 11(c)

       The following entities paid for the preparation and filing of this brief:

H.J. Heinz Company & Subsidiaries; Tempur-Sealy International, Inc. &

Subsidiaries (formerly known as Tempur-Pedic International, Inc. and

Subsidiaries); Brown-Forman Corporation and Subsidiaries; Amphenol

Corporation and Subsidiaries; Gillette Commercial Operations of North

America, Inc.; and National Beef Packing Company, LLC.

II.    INTRODUCTION

       The instant action presents a fundamental issue of interstate compact

law, namely, whether a state may apply subsequently enacted legislation that

conflicts with an interstate compact’s provisions. Due to their unique status

as both statutes and agreements among sovereign states, a member state

cannot unilaterally amend an interstate compact. Rather, interstate compacts

supersede conflicting state law. See, e.g., West Virginia ex rel. Dyer v. Sims,

341 U.S. 22, 24 (1951); McComb, 934 F.2d at 479; C.T. Hellmuth &

Assocs., Inc. v. Wash. Metro. Area Transit Auth., 414 F. Supp. 408, 409 (D.

Md. 1976); Doe v. Ward, 124 F. Supp. 2d 900, 914–15 (W.D. Pa. 2000); and


                                       6
other cases discussed below.     The Supreme Court has directed that an

interstate compact’s express terms must be respected:

      We are especially reluctant to read absent terms into an
      interstate compact given the federalism and separation-of-
      powers concerns that would arise were we to rewrite an
      agreement among sovereign States, to which the political
      branches consented. As we have said before, we will not “order
      relief inconsistent with [the] express terms of a compact, no
      matter what the equities of the circumstances might otherwise
      invite.”

Alabama v. North Carolina, 560 U.S. 330, 352 (2010) (quoting New Jersey

v. New York, 523 U.S. 767, 811 (1998) and Texas v. New Mexico, 462 U.S.

554, 564 (1983)); see also Seattle Master Builders Ass’n v. Pac. Nw. Elec.

Power Planning Council, 786 F.2d 1359, 1371 (9th Cir. 1986). Further, the

Contract Clause is a bedrock provision of the United States and Texas

Constitutions, which prevents any compact state from “impairing the

obligation of contracts,” including compacts. See Green v. Biddle, 21 U.S.

(8 Wheat.) 1, 9, 89–91 (1823). The trial court failed to properly analyze and

apply these core principles of compact law in this case. This Court should

thus reverse the trial court’s granting of the Appellees’ motion for summary

judgment and the denial of Appellant’s cross motion and conclude that

Appellant could properly use the apportionment formula in the Multistate

Tax Compact (“Compact”), as codified in Tex. Tax Code § 140.001.




                                     7
          As explained herein, it is the statutory and contractual nature of

interstate compacts that allows compact states to achieve enforceable

uniformity among all member states, while preserving their ‘collective

sovereignty’ in addressing supra-state problems. Caroline N. Broun, et al.,

The Evolving Use and the Changing Role of Interstate Compacts: A

Practitioner’s Guide 2–3 (ABA, 2006). Therefore, interstate compacts serve

a crucial function in our increasingly complex society. They are the only

formal mechanism by which individual states can reach beyond their borders

and collectively regulate the conduct of other states and the citizens of other

states.

          Amici write only to address the binding nature of express language in

interstate compacts generally and the Compact specifically. Amici do not

address whether the Compact election specifically applies to the Texas

Franchise Tax.

          The trial court’s decision—in failing to grapple with the compact law

issues—jeopardizes the vitality of the interstate compacts Texas has enacted.

This court’s decision will thus have broader interest beyond this case and




                                        8
beyond the Compact. Texas is a party to at least 27 interstate compacts

(including the Compact).2

       Appellant correctly briefed that the lack of congressional consent for

the Compact does not change the fundamental prohibition against states

unilaterally amending a compact. Appellant’s Brief at 34–36. In contrast,

Appellees argued that compacts that do not require congressional consent

may be binding, depending on the state’s actions. Appellees’ Brief at 62–64.

As Amici explain below, Appellees’ argument does not recognize the

fundamental nature and position of compacts in the United States. If the

Court concludes that Appellees are correct, then at least eleven interstate

compacts that Texas is a party to that do not require congressional consent

may or may not be binding, including:

       • Compact on Education (Tex. Educ. Code §§ 161.01-161.04)
       • Driver’s License Compact (Tex. Transp. Code §§ 523.001-
         523.011).
       • Interstate Compact on Educational Opportunity for Military
         Children (Tex. Educ. Code §§ 162.001-162.005)
       • Interstate Insurance Product Regulation Compact (Tex. Ins. Code
         §§ 5001.001-5000.002)
       • Interstate Compact for Juveniles (Tex. Fam. Code §§ 60.001-
         60.012)
       • Interstate Compact on the Placement of Children (Tex. Fam. Code
         §§ 162.101-162.107)


2
  See Council of State Governments National Center for Interstate Compacts Database,
http://apps.csg.org/ncic/ (On the map, click on the state of Texas).



                                         9
       • Interstate Pest Control Compact (Tex. Agric. Code §§ 79.001-
         79.007)
       • Natural Resources and Water Resources Compact (Tex. Nat. Res.
         Code §§ 141.001-141.005)3
       • Nurse Licensure Compact (Tex. Occ. Code §§ 304.101-304.109)
       • Multistate Tax Compact (Tex. Tax Code §§ 141.101-141.106)
       • Southern Regional Education Compact (Tex. Educ. Code §§
         160.01-160.04)

       No compact should be “maybe binding.” Other states will think twice

before entering into compacts with Texas if Texas does not consider itself

bound to its agreements with other states.

       A decision allowing a party state to enact subsequent legislation to

change the terms under which Texas participates in the Compact could affect

the way other states view Texas’ commitment to other vital interstate

compacts and could impact any compact in any state. This is so because

courts routinely cite to compact cases and compact law principles from other

states; thus a decision upholding the trial court’s determination from this

court will provide judicial precedent no matter what court or compact is

involved. Each court decision involving a compact is important. The briefs

in this matter aptly demonstrate this point by citing authority involving

multiple compacts from multiple courts.




3
 The Natural Resources and Water Resources Compact may not be effective at this time.
None of the other eligible party states have this compact in their statutes.



                                         10
III.   HISTORICAL OVERVIEW

       This case is first and foremost a case concerning the legal nature of

interstate compacts. Interstate compacts have been used throughout United

States history to contractually control relationships between and among

states and with the federal government on a broad range of issues. See

Michael Buenger & Richard Masters, The Interstate Compact on Adult

Offender Supervision: Using Old Tools to Solve New Problems, 9 Roger

Williams U. L. Rev. 71, 73, 79–83 (2003).


   A. Interstate Compacts Are Widely Used to Define Legal
      Relationships Among States

       The Compact Clause of the United States Constitution provides that

“No State shall, without the Consent of Congress, . . . enter into any

Agreement of Compact with another State . . .” U.S. Const. art. I, § 10, cl. 3.

Originally used for resolution of inter-colonial boundary disputes, the

Compact Clause has undergone a significant transformation since.           See

Buenger & Masters, supra; Felix Frankfurter & James Landis, The Compact

Clause of the Constitution − A Study in Interstate Adjustments, 34 Yale L.J.

685, 691–95 (1921). While interstate compacts predate the United States

Constitution, their use as ongoing governing mechanisms has been a

development of the twentieth and twenty-first centuries.           Before the



                                      11
twentieth century, interstate compacts were used almost exclusively to settle

boundary disputes or adjust jurisdictional lines.     States continue to use

compacts to settle land claims between states, as Missouri and Nebraska did

in 1999. Missouri-Nebraska Boundary Compact, Pub. L. 106-101, 113 Stat.

1333 (1999) (resolving boundary and related issues of criminal and civil

court jurisdiction, taxes, and riparian rights). More recently, however, states

have used compacts to manage a wide array of regional and national

problems, including natural and water resource management, pollution

control, regional economic development, crime control, child welfare,

education,   emergency     management,     waste    disposal,   transportation,

professional licensing, taxation, etc. See Broun, supra, at xvi–xvii.

      Today there are more than 200 compacts in place. Compacts are one

of the only formal mechanisms by which individual states can, through

legislation, reach beyond their borders and collectively regulate the conduct

of other states and other states’ residents. Compacts are thus appropriately

described as instruments that regulate matters that are sub-federal, supra-

state in nature. See Buenger & Masters, supra, at 77. For this reason, it is

crucial that states, which are parties to a given compact, can rely upon the

express terms of the compact to bind the other member states to achieve the

states’ uniform purposes. This includes the reasonable expectation that the


                                      12
only “escape” from compact obligations is withdrawal as provided by the

agreement’s terms. Indeed the long-term binding relationship between states

that interstate compacts create is aptly demonstrated by a 2014 decision from

the Maryland Court of Special Appeals applying the very first interstate

compact, the Maryland-Virginia Compact of 1785, which still regulates

fishing and navigation on Chesapeake Bay and the Potomac River. Potomac

Shores, Inc. v. River Riders, Inc., 98 A.3d 1048 (Md. Ct. Spec. App. 2014).

   B. The Core Legal Principles that Govern Interstate Compacts

      Understanding the legal status of an interstate compact begins with

this basic point: Interstate compacts are formal agreements between states

that are both (1) statutory law, and (2) interstate contractual agreements.

Litwak, supra, at 15.      They are enacted by state legislatures adopting

reciprocal laws that substantively mirror one another, which gives a compact

its contractual nature. There is (1) an offer (the presentation of a reciprocal

law to two or more state legislatures), (2) acceptance (the actual enactment

of the law by two or more state legislatures), and (3) consideration (the

settlement of a dispute or creation of a regulatory scheme). Buenger &

Masters, supra, at 93–98. Due to the fundamental nature of a compact as a

contractual agreement as well as a statute, the enforcement of compacts is

controlled by the Contract Clause (see U.S. Const. art. I, § 10, cl. 1) and, to a



                                       13
lesser extent, by the Supremacy Clause (U.S. Const. art. VI, cl. 2), among

other authorities, depending on the substantive nature of the compact and its

impact on the basic principles of federalism.

      A compact is not a “uniform law” as that term is typically construed

and applied. Compacts, unlike laws such as the Uniform Commercial Code

or the Uniform Criminal Extradition and Rendition Act, are not subject to

unilateral amendment by a state. Once adopted, a state cannot modify the

compact unless the language of the agreement authorizes such an act, and

even then only as provided in the agreement. This has been the most basic

principle of compacts since the very first compact case in 1823, Green, 21

U.S. at 89–91, in which the Supreme Court concluded that Kentucky could

not apply new state law in contravention to the Virginia-Kentucky Compact

of 1789, which preserved the application of Virginia law. Since then, courts

have consistently held that one state may not apply its own state law to a

compact when that law conflicts with the express terms of a compact. A few

of the many more recent cases to similarly hold compacts to be binding are:

       U.S. Trust Co. v. New Jersey, 431 U.S. 1 (1977) (Contract Clause
        applied to state’s obligation to bondholders in connection with
        interstate compact);
       Seattle Master Builders, 786 F.2d at 1371 (stating “A state can
        impose state law on a compact organization only if the compact
        specifically reserves its right to do so.”);




                                     14
       McComb, 934 F.2d at 479 (“Having entered into a contract, a
        participant state may not unilaterally change its terms. A Compact
        also takes precedence over statutory law in member states.”).
       Nebraska v. Central Interstate Low-Level Radioactive Waste
        Comm’n, 207 F.3d 1021, 1026 (8th Cir. 2000) (holding that
        Nebraska did not have the unilateral right to exercise a veto over
        actions of an interstate commission created by a compact);
       Wroblewski v. Commonwealth, 809 A.2d 247 (Pa. 2002) (terms of
        an interstate compact contain the substantive obligations of the
        parties as is the case with all contracts; Contracts Clause of the
        Federal Constitution protects compacts from impairment by the
        states; although a state cannot be bound by a compact to which it
        has not consented, an interstate compact supersedes prior statutes
        of signatory states and takes precedence over subsequent statutes
        of signatory states).

      The law is clear. No state or state official can act in conflict with the

terms of a compact. Compacts are one of the few exceptions to the general

rule that a sitting state legislature cannot bind future state legislatures. See

Broun, supra, at 17, 20.

      By entering a compact, the member states contractually agree that the

compact’s terms and conditions supersede parochial state considerations.

Compacts create collective governing tools to address multilateral issues

and, as such, they govern based upon the collective will of the member

states, not the will of any single member state. Broun, supra, at 28–29.

Compact law has developed as described above to preserve this raison-

d’etre for compacts. Had courts allowed states to renege on their compacts

over the past 200 years of compact disputes, states would have had no


                                      15
reason to enact new compacts and the Compact Clause would have become

a dead letter.

      Appellees incorrectly argue that there is no principled reason why a

state law cannot abrogate a compact that does not require consent,

independent of the Contracts Clause. Appellees’ Brief at 64. The Eighth

Circuit explained the unique nature of interstate compacts as compared to

other forms of contract.

      While a common law contract directly affects only the rights
      and obligations of the individual parties to it, an interstate
      compact may directly impact the population, the economy, and
      the physical environment in the whole of the compact area. A
      suit alleging that a state has breached an obligation owed to its
      sister states under a congressionally approved interstate
      compact also raises delicate questions bearing upon the
      relationship among separate sovereign polities with respect to
      matters of both regional and national import.


Entergy Arkansas, Inc. v. Nebraska, 358 F.3d 528, 542 (8th Cir. 2004)

(citations omitted). Compacts are also a special kind of contract because

they are also reciprocal state laws. See Broun, supra, § 1.1 at 17-24; Texas

v. New Mexico, 482 U.S. 124, 128 (1987); Hellmuth, 414 F. Supp. at 409;

Doe v. Ward, 124 F. Supp. 2d at 914–15. Compacts are also unique because

they are a tool for states to collectively reach beyond their borders and

regulate the conduct of other states’ residents. Compacts serve this function

regardless of whether they have received consent. Thus a decision holding

                                     16
the Compact not binding in Texas affects persons regulated in the other

party states—by adding additional local constraints on regulated persons that

other party states have not agreed to, or by releasing regulated persons from

obligations locally that other party states believe are binding.       Because

interstate compacts are unlike garden-variety contracts in these unique ways,

there is a unique basis for enforcing compacts, beyond the Contracts Clause.

      The authority for the 50 states to enter into binding compacts, and

authority for state courts to enforce compact terms, is unique. No other

federalist nation’s constitution specifically provides such authority to its

“state” governments. So important is this element of American government

that the Supreme Court would not allow West Virginia to interpret a

provision of its own state constitution so as to avoid its obligations under the

Ohio River Valley Water Sanitation Compact, Dyer, 341 U.S. at 30–31, or

allow Colorado to apply its own constitutional water appropriation rights in

a manner conflicting with the La Plata River Compact, Hinderlider v. La

Plata River and Cherry Creek Ditch Co, 304 U.S. 92 (1938) (overruled on

other grounds). And several other federal and state courts have held the

same. Litwak, supra, at 73–74 (citing cases).




                                      17
   C. Compacts Provide Uniformity Through the Collective Exercise of
      Sovereignty by the Member States

      In effect, by agreeing to a compact, member states contractually cede

a portion of their individual jurisdiction, sovereignty, and authority over the

compact’s subject matter in favor of governing principles that apply

collectively to all member states. This cession of sovereign authority is a

vital consideration in determining whether an interstate agreement rises to

the level of an enforceable interstate compact. It is a concession to all

member states that an individual state cannot subsequently alter absent an

outright repeal of the agreement (if permitted) or the consent of all other

member states.      By enacting the compact statute, the member states

contractually agree on certain principles and rules concerning the exercise of

joint governing authority over the subject matter of the compact. As noted

in Hess v. Port Authority Trans-Hudson Corp., 513 U.S. 30, 42 (1994), “[a]n

interstate compact, by its very nature, shifts a part of a state’s authority to

another state or states, or to the agency the several states jointly create to run

the compact.”

      In the adoption of many administrative compacts, including the ICJ

and the ICPC, member states have collectively and contractually agreed to

reallocate governing authority away from individual states to a multilateral

relationship defined by commonly accepted principles. States may reclaim


                                       18
the sovereignty they ceded by withdrawing from or repealing the compact as

provided by the agreement’s terms.            Self-help through later-enacted

legislation is not permitted.

   D. The Implications of Congressional Consent (or its Absence)

      Where required, the nature of a compact changes significantly once

Congress grants its consent. Consent transforms an interstate compact into

the “law of the United States.” See Cuyler v. Adams, 449 U.S. 433, 440

(1981). Although Cuyler is the most common citation for this rule, the rule

has been settled law for 75 years. See Del. River Joint Toll Bridge Comm’n

v. Colburn, 310 U.S. 419, 427 (1940) (“[W]e now conclude that the

construction of such a compact sanctioned by Congress by virtue of Article

I, § 10, Clause 3 of the Constitution, involves a federal ‘title, right, privilege

or immunity’[.]”).

      The Compact Clause’s express language could lead to the conclusion

that any compact agreement between two or more states requires

congressional consent. However, only compacts that intrude upon the power

of the federal government or alter the political balance between the states

and the national government require Congressional consent. See U.S. Steel

Corp. v. Multistate Tax Comm’n, 434 U.S. 452 (1978); Virginia v.

Tennessee, 148 U.S. 503 (1893). The grant of consent is an act of political


                                       19
judgment by Congress and the above-referenced constraints maintain the

political balance between the federal government and the states, unless

Congress wishes otherwise. To the extent that a compact does not shift the

balance or intrude on federal interests, congressional consent is unnecessary.

      Importantly, no court has ever held that a compact not requiring

congressional consent is not an enforceable agreement between the member

states. The corollary, that compacts are enforceable contracts regardless of

consent, is the state of the law today.       In interpreting and enforcing

compacts, the courts are constrained to effectuate the express terms and only

the express terms of the agreement. See New Jersey v. New York, 523 U.S.

at 810, 912. Consequently, “no court may order relief inconsistent with its

express terms.” Texas v. New Mexico, 462 U.S. at 564.

IV.   ANALYSIS OF THE MULTISTATE TAX COMPACT AS A
      COMPACT REQUIRES ITS CONTRACTUAL NATURE TO
      PREVAIL

      The Appellees’ contention that the Compact does not appear to be a

truly binding contract/compact, Appellees’ Brief at 45–55, is wholly at odds

with the Supreme Court’s construction of the agreement in U.S. Steel. It is

beyond cavil that in U.S. Steel, 434 U.S. 452, the Supreme Court determined

that the Compact displayed indicia of an interstate compact, and that the

only issue was whether congressional consent was required. Id. at 473 (“the



                                     20
test is whether the Compact enhances state power quoad the National

Government”).

      In effect, the trial court and Appellees treat the Compact as a uniform

law that Texas and other states have enacted. Based upon the Compact’s

terms, as interpreted by U.S. Steel, the conclusion is unavoidable that the

Compact is, as the Supreme Court declared, an interstate compact, just one

for which congressional approval is not required under the Compact Clause.

Most telling, the Supreme Court would not have had to address the Compact

Clause if it only treated the Compact as a uniform law.

      The Compact is not a mere “uniform law,” which the legislature is

free to amend unilaterally at any time it wishes to do so.       Buenger &

Masters, supra, at 94. As is the case with other compacts, the Compact is

not subject to unilateral amendment by a state. Once enacted, a state that

wants to avoid its contractual obligations can only do so by repealing the

compact in accordance with Article X of the Compact. Indeed, the very

existence of a withdrawal provision suggests that the compact is much more

than a uniform law, because uniform laws uniformly do not contain

withdrawal provisions. Uniform laws do not need withdrawal provisions

because states may freely enact, amend, or repeal uniform laws at any time.




                                     21
       U.S. Steel explicitly categorizes the Compact as a compact and

determined that “agreements and compacts” are virtually indistinguishable

under the Compact Clause in its analysis of the congressional consent

requirement, stating,

       Appellants describe various Compacts . . . and attempt to show
       that they are similar to the [Multistate Tax] Compact before us
       . . . These other Compacts are not before us. We have no
       occasion to decide whether congressional consent was
       necessary to their constitutional operation, nor have we any
       reason to compare those Compacts to the one before us.
434 U.S at 473, n.24 (emphasis added).

       Thus, the Compact’s terms, are both binding contracts and statutory

obligations among the member states. Texas and the other parties to the

Compact may not claim that they can properly repeal the Article III election

by their own unilateral actions. To do so, the states, acting collectively,

must amend the Compact, such that Article III would no longer be any part

of the states’ agreement. They have not done so. The following states

explicitly continue to include Articles III(1) and IV(9), as originally enacted

in relevant part, in their codes:

            Alaska. Alaska Stat. § 43.19.010.
            Hawaii. Haw. Rev. Stat. § 255-1.
            Idaho. Idaho Code Ann. § 63-3701.4
4
  But see Idaho Code Ann. § 63-3027 (“Notwithstanding the election allowed in article
III.1 of the multistate tax compact enacted as section 63-3701, Idaho Code, all business
income shall be apportioned to this state under subsection (j) of this section by



                                          22
              Kansas. Kan. Stat. Ann. § 79-4301.
              Missouri. Mo. Rev. Stat. § 32.200.
              Montana. Mont. Code Ann. § 15-1-601.
              New Mexico. N.M. Stat. Ann. § 7-5-1.
              Washington. Wash. Rev. Code § 82.56.010.

       Texas courts have not hesitated to acknowledge the contractual nature

of the State’s obligations created by other interstate compacts and have

ordered that the terms of such statutory agreements must be followed as

“ministerial acts.” See In re Texas, 97 S.W.3d 744, 746 (Tex. App.—El

Paso 2003, no pet.) (Interstate Compact for Juveniles); Ex Parte Cantrell,

362 S.W.2d 115 (Tex. Crim. App. 1962) (Adult Parole and Probation

Compact). The Court should similarly hold the state to follow the express

terms of the Compact.

       Appellees also incorrectly argue that they are bound to apply Texas’

internal law and authorities. Appellees’ Brief at 60–62. In Dyer, Justice

Jackson concisely stated the problem with this argument.

       West Virginia officials induced sister States to contract with her
       and Congress to consent to the Compact. She now attempts to
       read herself out of this interstate Compact by reading into her
       Constitution a limitation upon the powers of her Governor and
       Legislature to contract.


multiplying the income by a fraction, the numerator of which is the property factor plus
the payroll factor plus two (2) times the sales factor, and the denominator of which is four
(4), except as provided in paragraph (2) of this subsection.”)




                                            23
341 U.S. at 35 (Jackson, J., concurring). Texas seeks to read herself out of

the Compact Article III election, in direct conflict with what the Supreme

Court concluded states could not do. Appellees seek to avoid this maxim,

arguing that Dyer “has been cabined to compacts requiring congressional

approval.” Appellees’ Brief at 64. Appellees are incorrect. Appellees’

citation to note 23 in U.S. Steel has nothing to do with limiting the

application of Dyer.    Rather, that note only responds to the U.S. Steel

appellants’ argument that Justice Frankfurter’s opinion in Dyer stated that all

compacts require consent. There is no functional distinction between the

Compact here and the Ohio River Valley Compact in Dyer.

      Appellees also incorrectly argue that the Compact is ambiguous

because the Compact does not explicitly prohibit a member state from

“opting out” of Compact provisions by changing their own laws. Appellees’

Brief at 55–60. The Appellees cite Tarrant Reg’l Water Dist. v. Hermann,

186 L. Ed. 153 (2013) for the Court’s statement that course of conduct is

highly significant in interpreting an interstate compact.       However, the

Compact is not silent; Article III expressly requires the election. There is no

ambiguity here, and thus no need to “interpret” the Compact.

      This argument also conflicts with established interpretive principles

relating to statutory silence. The U.S. Supreme Court periodically discusses


                                      24
the significance of silence in statutory text, often cautioning against gleaning

meaning from silence. For example, in Burns v. United States, 501 U.S. 129

(1991), the Court stated,

       As one court has aptly put it, “[n]ot every silence is pregnant.”
       State of Illinois Dept. of Public Aid v. Schweiker, 707 F. 2d 273,
       277 (CA7 1983). In some cases, Congress intends silence to
       rule out a particular statutory application, while in others
       Congress’ silence signifies merely an expectation that nothing
       more need be said in order to effectuate the relevant legislative
       objective. An inference drawn from congressional silence
       certainly cannot be credited when it is contrary to all other
       textual and contextual evidence of congressional intent.

Id. at 136 (emphasis added). Here, the silence that the Appellees suggest

conflicts with the express language of Article III, which states, “Any

taxpayer . . . may elect . . .” The compact does not need to prohibit the states

from disallowing the Article III election when Article III expressly requires

the states to allow it.

       In addition, the Appellees’ citation to Tarrant for one interpretive

principle also does not fully explain all of the contract principles that courts

use to interpret compacts. For example, courts can consider negotiation

history (see Oklahoma v. New Mexico, 501 U.S. 221, 235 n.5 (1991)) and

usage of trade in the form of considering other compacts (see Alabama v.

North Carolina, 560 U.S. at 341–42; Texas v. New Mexico, 462 U.S. at 565).




                                      25
       The Appellant has briefed the development of the Compact and its

relevant documentation at the time the states negotiated the Compact as to

the intent of the drafters to offer the election to the taxpayers, Appellant’s

Brief at 1-14, and this brief does not repeat those points. Considering the

“usage of trade” principle, courts do not treat “silence” as license to apply

state law that conflicts with a compact. Only two cases in the nearly 200

years of compact jurisprudence have done so, but neither are good law—one

was effectively overruled a short time later, and the other was based on

faulty reasoning—contradicting the authority it cited as support. The first

case, Colburn, 310 U.S. at 431,5 did not last long. Eleven years later, in

1951, the Supreme Court issued its strongly worded decision in Dyer, 341

U.S. 22, which held that West Virginia’s State Auditor could not rely on a

provision in the state constitution to avoid paying West Virginia’s share of

the administrative expenses of the Ohio River Valley Water Sanitation

Compact as required by the compact. Although Dyer did not involve the

interpretation of “silence” or expressly overrule Colburn, the decision cast

significant doubt about a state applying its own law (and constitutional




5
  Colburn is most often cited for the proposition that construction of a compact that has
received the consent of Congress presents a federal question that the Supreme Court may
review.



                                           26
limitations) to a compact, and Colburn has never been cited as authority for

applying state law where a compact is silent.

         The other case, Skamania County v. Woodall, 16 P.3d 701 (Wash. Ct.

App. 2001) involved a question of applying state common law to a compact.

The Washington Court of Appeals held that the compact agency needed to

apply state common law when interpreting a local ordinance required by the

compact because the compact did not expressly reject that common law. For

support, the court cited Seattle Master Builders, 786 F.2d at 1371, which

stated, “A state can impose state law on a compact organization only if the

compact specifically reserves its right to do so.” The Washington Court of

Appeals’ holding presumed state law applies, which was contrary to the

authority it cited, which established a presumption that state law does not

apply.     This contradiction suggests that Woodall is just an anomalous

misunderstanding, and, like Colburn, it has never been cited as authority for

applying state law where a compact is silent about applying state law.

         At base, the Appellees are arguing that an express compact term is a

priori ambiguous if there is no corresponding term also expressing the

negative of that express term. This argument leads to the absurd result that

every compact term would need to expressed twice—once to state what the

term requires and then again for what the term prohibits. In more than 200


                                      27
years of compact drafting, no compact has ever been written in this manner

and there is no statutory or contract construction principle that suggests this

manner of drafting is any more clear than simply providing a clear express

term. The legal principle is clear and well established. Where there is an

express term, silence cannot create an ambiguity just so a party state may

employ interpretive tools such as “course of conduct” to try to defeat that

express term.

      Appellees also argue that the Compact does not supersede conflicting

Texas law because the Compact does not expressly state that it supersedes

conflicting state law. Appellees’ Brief at 53. The only exception to the

general principle that member states cannot unilaterally impose individual

state law on a compact or a compact-created commission is a compact which

specifically reserves to the member states the authority to impose individual

state law in an area governed by a compact. See Seattle Master Builders,

786 F.2d at 1371; Cal. Dep’t of Transp. v. City of S. Lake Tahoe, 466 F.

Supp. 527, 537 (E.D. Cal. 1978) (application of state law to a bi-state entity

is “precluded unless the Compact reserves . . . the right to impose such

requirements.”). Thus, whether or not the compact says so, a state may not

override a compact term with subsequent legislation unless the compact

reserves the right to do so. Again, silence creates neither a presumption that


                                      28
such a prerogative exists nor an “ambiguity” as to whether there is such a

reservation of rights. See Broun, supra, at 19, 24.

      By way of example, of the five different compacts addressed in the

five cases discussed in Section III.B, supra, only one of those compacts (the

Driver’s License Compact) contains a provision specifying the relationship

between the compact and conflicting state law, yet in every one of the five

cases, the courts concluded that the compact prevailed over conflicting state

law. In addition, as discussed above, there have only been two cases in the

entire history of compact jurisprudence in which a court has concluded that

state law applies unless specifically rejected by a compact; one case was

quickly overruled, and the other misapplied the prior case law that it claimed

to follow.   Although courts may use variable language, the basic and

uniformly applied rule is that conflicting state law may only apply when the

compact specifically preserves it.

V. THE DECISION OF THE TRIAL COURT SERIOUSLY
   UNDERMINES THE ENFORCEMENT OF OTHER COMPACTS
   ENACTED BY TEXAS

      The lower court’s decision and the Appellees’ arguments not only

ignore the Appellant’s interests but upset the delicate balance established

within the entire system of administrative and regulatory compacts,

negotiated by and between the states as sovereign entities. Contract law,



                                      29
unlike regular statutory interpretation, has a clear and generally accepted

purpose to foster the voluntary agreements of parties by enforcing norms and

protecting expectation interests. See, e.g., Randy E. Barnett, A Consent

Theory of Contract, 86 Colum. L. Rev. 269 n.153 (1986) (“the purpose of

contract law is to support the practice of undertaking voluntary

obligations.”); Alan E. Garfield, Promises of Silence: Contract Law and

Freedom of Speech, 83 Cornell L. Rev. 261, 299 (1998) (contract law seeks

to “protect the reasonable expectations that the parties will perform a

contract.”). Because compacts are also contracts, the courts should protect

the expectation interests of the compact states when it interprets and applies

compact provisions. This is even more appropriate for interstate compacts

than contracts between private parties; again, the Eighth Circuit’s apt

description of compacts explains why.

      While a common law contract directly affects only the rights
      and obligations of the individual parties to it, an interstate
      compact may directly impact the population, the economy, and
      the physical environment in the whole of the compact area. A
      suit alleging that a state has breached an obligation owed to its
      sister states under a congressionally approved interstate
      compact also raises delicate questions bearing upon the
      relationship among separate sovereign polities with respect to
      matters of both regional and national import.

Entergy, 358 F.3d at 542 (citations omitted).

      The failure of both the trial court and Appellees to recognize such

expectations substantially impairs the stability and uniformity upon which


                                     30
compact member states rely, including compliance and enforcement of their

obligations. The decision below also significantly diminishes the proper

authority of interstate compacts, as well as their unique role in state-federal

relations. The Compact Amici have a vested interest in this matter given

that the lower court’s decision effectively allows Texas, or, by extension of

its logic, any other compact member state unilaterally to contravene the

uniform requirements of not just the Compact but other interstate compacts

which Texas has enacted. This impermissible allowance of a unilateral

amendment of the terms of an interstate compact by one member state has

serious implications not only for the Appellant, but also for the other

interstate compacts represented herein and other compacts across the nation,

whose authority to regulate both juvenile offender transfers and child

welfare placements is dependent upon the validity of compact law.

VI.   CONCLUSION

      The lower court’s failure to apply settled principles of compact

jurisprudence has resulted in an erroneous decision that, if left in place,

improperly allows Texas to unilaterally avoid its obligation to provide

taxpayers a choice with respect to electing a different apportionment formula

as a matter of right. Even if Texas intended to supersede the uniform

apportionment formula provided under the compact, it could not do so by


                                      31
unilaterally enacting a conflicting statute and instead was required to directly

repeal the Compact.     This decision not only prevents the Appellant of

availing itself of the option which the Compact was specifically enacted to

provide but it undermines the authority of other legislatively approved

compacts to which Texas and all other states are members. As a result,

Amici join the Appellant in requesting that the decision of the trial court be

reversed, and that the District Court be directed to enter summary

disposition in favor of Appellant.




                                      32
      RESPECTFULLY SUBMITTED this 7th day of May, 2015.

                                       /s/ Richard L. Masters
                                    RICHARD L. MASTERS
                                    (Kentucky State Bar No. 44606)


                                       /s/ Jeffrey B. Litwak
                                    JEFFREY B. LITWAK
                                    (Oregon State Bar No. 973170)


                                    ATTORNEYS FOR AMICI CURIAE
                                    INTERSTATE COMMISSION FOR
                                    JUVENILES & ASSOCIATION OF
                                    COMPACT ADMINISTRATORS OF
                                    THE INTERSTATE COMPACT ON
                                    THE PLACEMENT OF CHILDREN,
                                    AND JEFFREY LITWAK


                   CERTIFICATE OF COMPLIANCE

       This computer-generated document created in Microsoft Word
complies with the typeface requirements of Tex. R. App. P. 9.4(e) because it
has been prepared in a conventional typeface no smaller than 14-point for
text and 12-point for footnotes. This document also complies with the word-
count limitations of Tex. R. App. P. 9.4(i), if applicable, because it contains
6842 words, excluding any parts exempted by Tex. R. App. P. 9.4(i)(1). In
making this certificate of compliance, I am relying on the word count
provided by the software used to prepare the document.

                                       /s/ Richard L. Masters_________
                                              Richard L. Masters


                                       /s/ Jeffrey B. Litwak__________
                                               Jeffrey B. Litwak




                                      33
                     CERTIFICATE OF SERVICE

       I hereby certify that a true and correct copy of the foregoing Amici
Curiae Brief of The Interstate Commission for Juveniles, The Association of
Compact Administrators of the Interstate Compact on the Placement of
Children, and Jeffrey Litwak, In Support of Appellant has been
electronically filed and served on all counsel below on May 7, 2015.

Rance Craft
Assistant Solicitor General
Rance.Craft@texasattorneygeneral.gov
Cynthia A. Morales
Cynthia.Morales@texasattorneygeneral.gov
Assistant Attorney General
OFFICE OF THE ATTORNEY GENERAL
P.O. Box 12548 (MC 059)
Austin, Texas 78711-2548
(512) 936-2872
(512) 474-2697 fax

ATTORNEYS FOR APPELLEES


Amy L. Silverstein                       James F. Martens
asilverstein@sptaxlaw.com                jmartens@textaxlaw.com
SILVERSTEIN & POMERANTZ LLP              MARTENS, TODD, LEONARD,
12 Gough Street, #2                      TAYLOR & ALRICH
San Francisco, California 94103          301 Congress Avenue, Suite 1950
(415) 593-3502                           Austin, Texas 78701
(415) 593-3501 fax                       (512) 542-9898
                                         (512) 542-9899 fax

ATTORNEY FOR APPELLANT                   ATTORNEY FOR APPELLANT


                                     /s/ Richard L. Masters_________
                                            Richard L. Masters

                                     /s/ Jeffrey B. Litwak__________
                                             Jeffrey B. Litwak

                                    34
