                                     2017 IL 121634



                                        IN THE

                               SUPREME COURT

                                           OF

                         THE STATE OF ILLINOIS




                                   (Docket No. 121634)

           CITIBANK, N.A., Appellee, v. THE ILLINOIS DEPARTMENT OF
                           REVENUE et al., Appellants.


                            Opinion filed November 30, 2017.



        CHIEF JUSTICE KARMEIER delivered the judgment of the court, with
     opinion.

         Justices Freeman, Thomas, Kilbride, Garman, Burke, and Theis concurred in
     the judgment and opinion.



                                        OPINION

¶1       In this appeal, we review the determination of the Department of Revenue
     (Department) on a claim filed by Citibank, N.A. (Citibank), for tax refunds
     pursuant to the provisions of section 6 of the Retailers’ Occupation Tax Act
     (ROTA) (35 ILCS 120/6 (West 2012)). Citibank sought refunds of ROTA taxes
     paid through affiliated retailers upon their sale of goods, transactions that were
     financed through Citibank, and that ultimately resulted in uncollectible debt,
     portions of which corresponded to the tax originally paid. The Department denied
     Citibank’s claim. The circuit court of Cook County reversed the Department’s
     decision. The appellate court affirmed the decision of the circuit court, concluding
     that Citibank had standing to pursue a refund of ROTA taxes, attributable to the
     uncollected debts, as a result of the assignments from the retailers. 2016 IL App
     (1st) 133650. We granted the Department’s petition for leave to appeal (Ill. S. Ct.
     R. 315(a) (eff. Mar. 5, 2016)) and now reverse the judgment of the appellate court.

¶2       The ROTA imposes a tax “ ‘upon persons engaged in the business of selling at
     retail tangible personal property.’ ” Kean v. Wal-Mart Stores, Inc., 235 Ill. 2d 351,
     362 (2009) (quoting 35 ILCS 120/2 (West 2006)). The tax is computed as a
     percentage of “gross receipts” (35 ILCS 120/2-10 (West 2012)), defined as the
     “total selling price” (35 ILCS 120/1 (West 2012)). The retailer making the sale is
     responsible for remitting the tax to the Department. Kean, 235 Ill. 2d at 363. We are
     concerned here with the refund provisions of the ROTA.


¶3              PRINCIPAL STATUTE AND ADMINISTRATIVE PROVISION

¶4       Section 6 of the ROTA, which governs issuance of credit memoranda or
     refunds of ROTA tax payments, provides in pertinent part:

        “If it appears, after claim therefor filed with the Department, that an amount of
        tax or penalty or interest has been paid which was not due under this Act,
        whether as a result of a mistake of fact or an error of law, except as hereinafter
        provided, then the Department shall issue a credit memorandum or refund to the
        person who made the erroneous payment ***. *** If no tax or penalty or
        interest is due and no proceeding is pending to determine whether such person
        is indebted to the Department for tax or penalty or interest, the credit
        memorandum or refund shall be issued to the claimant; or (in the case of a credit
        memorandum) the credit memorandum may be assigned and set over by the
        lawful holder thereof, subject to reasonable rules of the Department, to any
        other person who is subject to this Act [or other specified tax acts]. ***

            *** No credit may be allowed or refund made for any amount paid by or
        collected from any claimant unless it appears (a) that the claimant bore the




                                             -2­
burden of such amount and has not been relieved thereof nor reimbursed
therefor and has not shifted such burden directly or indirectly through inclusion
of such amount in the price of the tangible personal property sold by him or her
or in any manner whatsoever; and that no understanding or agreement, written
or oral, exists whereby he or she or his or her legal representative may be
relieved of the burden of such amount, be reimbursed therefor or may shift the
burden thereof; or (b) that he or she or his or her legal representative has repaid
unconditionally such amount to his or her vendee (1) who bore the burden
thereof and has not shifted such burden directly or indirectly, in any manner
whatsoever; (2) who, if he or she has shifted such burden, has repaid
unconditionally such amount to his own vendee; and (3) who is not entitled to
receive any reimbursement therefor from any other source than from his or her
vendor, nor to be relieved of such burden in any manner whatsoever. No credit
may be allowed or refund made for any amount paid by or collected from any
claimant unless it appears that the claimant has unconditionally repaid, to the
purchaser, any amount collected from the purchaser and retained by the
claimant with respect to the same transaction under the Use Tax Act.

                                    ***

    If a retailer who has failed to pay retailers’ occupation tax on gross receipts
from retail sales is required by the Department to pay such tax, such retailer,
without filing any formal claim with the Department, shall be allowed to take
credit against such retailers’ occupation tax liability to the extent, if any, to
which such retailer has paid an amount equivalent to retailers’ occupation tax or
has paid use tax in error to his or her vendor or vendors of the same tangible
personal property which such retailer bought for resale and did not first use
before selling it, and no penalty or interest shall be charged to such retailer on
the amount of such credit. However, when such credit is allowed to the retailer
by the Department, the vendor is precluded from refunding any of that tax to the
retailer and filing a claim for credit or refund with respect thereto with the
Department. The provisions of this amendatory Act shall be applied
retroactively, regardless of the date of the transaction.” 35 ILCS 120/6 (West
2012).




                                     -3­
¶5        The applicable administrative regulation promulgated by the Department (86
     Ill. Adm. Code 130.1960 (2000)) purports to govern ROTA tax liability and tax
     relief for “lending agencies,” “installment sales,” and “bad debts,” addressing each
     in separate subsections. 1 The issue in this appeal concerns eligibility for tax relief
     on account of bad debts. Hence, we consider here subsection (d), relating to “bad
     debts.” Subsection (d), titled “Bad Debts,” provides:

              “1) In case a retailer repossesses any tangible personal property and
         subsequently resells such property to a purchaser for use or consumption, his
         gross receipts from such sale of the repossessed tangible personal property are
         subject to Retailers’ Occupation Tax. He is entitled to a bad debt credit with
         respect to the original sale in which the default has occurred to the extent to
         which he has paid Retailers’ Occupation Tax on a portion of the price which he
         does not collect, or which he is not permitted to retain because of being required
         to make a repayment thereof to a lending agency under a ‘with recourse’
         agreement. Retailers of tangible personal property other than motor vehicles,
         watercraft, trailers and aircraft that must be registered with an agency of this
         State may obtain this bad debt credit by taking a deduction on the returns they
         file with the Department for the month in which the federal income tax return or
         amended return on which the receivable is written off is filed, or by filing a
         claim for credit [as] provided in subsection (d)(3) of this Section. Because
         retailers of motor vehicles, watercraft, trailers and aircraft do not pay Retailers’
         Occupation Tax to the Department on retail sales of motor vehicles, watercraft,
         trailers, and aircraft with monthly returns, but remit the tax to the Department
         on a transaction by transaction basis, they are unable to take a deduction on the
         returns that they file with the Department, but may file a claim for credit with
         the Department, as provided in subsection (d)(3), on any transaction with
         respect to which they desire to receive the benefit of the repossession credit.

            2) Retailers who incur bad debt on any tangible personal property that is not
         repossessed may also obtain bad debt credit as provided in subsections (d)(1)
         and (3).

         1
          Finance companies and other lending agencies are, generally, liable for payment of tax in cases
     in which they engage in the business of selling to users or consumers tangible personal property to
     which they hold or acquire title. 86 Ill. Adm. Code 130.1960(a) (2000).




                                                    -4­
               3) In the case of tax paid on an account receivable that becomes a bad debt,
           the tax paid becomes a tax paid in error, for which a claim for credit may be
           filed in accordance with Section 6 of the Retailers’ Occupation Tax Act, on the
           date that the Federal income tax return or amended return on which the
           receivable is written off is filed.” 86 Ill. Adm. Code 130.1960(d) (2000).


¶6                                           BACKGROUND

¶7                                      Departmental Proceedings

¶8         Citibank’s claim was submitted to the Department’s administrative law judge
       (ALJ) on stipulated facts. In the parties’ stipulations, Citibank’s business
       relationship with the pertinent Illinois retailers was explained as follows.

¶9         Citibank provided sales financing programs to numerous retailers in Illinois. As
       part of their normal business practice, the retailers offered customers the option of
       financing their purchases, including the amount of Illinois tax due on the purchases.
       Citibank would originate or acquire consumer charge accounts and receivables
       from the retailers on a non-recourse basis. 2 When a customer financed a purchase
       using the consumer’s account, Citibank remitted to the retailer the amount the
       customer financed. That amount included some or all of the purchase price,
       depending upon whether the customer financed the entire purchase or only a
       portion of the purchase, and the amount of the tax owed based on the selling price
       of the property purchased. “The retailers then remitted the complementary amount
       of the [ROTA] tax they owed to the State for each transaction.”

¶ 10      Under the agreements between Citibank and the retailers, Citibank acquired
       “any and all applicable contractual rights relating thereto, including the right to any
       and all payments from the customers and the right to claim Retailer’s Occupation
       Tax (ROT) refunds or credits.”



           2
             As the term “non-recourse” suggests, a lender financing debt—Citibank in this case—would
       have no recourse or right against the other named parties—here the Illinois retailers who initiated
       the sale-on-credit transactions—in the event of default. See Black’s Law Dictionary 1740 (9th ed.
       2009) (defining “without recourse” as “without liability to subsequent holders”).




                                                     -5­
¶ 11       Some of the customers subsequently defaulted on their accounts. Those
       defaults form the bases for Citibank’s claim in this case. When the customers
       defaulted, they did not repay the full amount of the purchase price and the tax. After
       reasonable attempts to collect the balances that remained on the defaulted accounts,
       Citibank determined that they were worthless, i.e., that they were “uncollectable
       and legal action to enforce payment would not result in the satisfaction of execution
       on a judgment.”

¶ 12       Consequently, Citibank wrote the remaining balances off as worthless on its
       books and records. The stipulation specifically provides that “Citi[bank], and not
       the retailers, bore the economic loss on these defaulted accounts.” Citibank claimed
       the remaining, unpaid balances on those accounts as bad debts, pursuant to section
       166 of the Internal Revenue Code (26 U.S.C. § 166 (2006)), on its corporate
       income tax returns. The bad debts were written off over the period of January 1,
       2008, to December 31, 2009, and were claimed on Citibank’s corporate income tax
       returns covering that period.

¶ 13       On September 28, 2010, Citibank filed a claim for a refund or credit. In its
       claim, Citibank sought a refund of $1,600,853.32, which the parties in this case
       stipulated “is the portion of Account balances that were written off [by Citibank] as
       bad debts that is attributable to the ROT.” It was further stipulated, however, that
       the tax claimed to have been overpaid by Citibank was “approximately 8% of the
       amount of the additional deductions reported *** while the Illinois ROT rate was
       (and remains) 6.25%.” Moreover, it was undisputed that Citibank’s claim did not
       contain some of the detailed information required to be reported within different
       parts of the form used by the Department. Apparently, that was at least in part
       because Citibank “did not engage in the occupation of retailing.”

¶ 14       On January 31, 2011, the Department denied Citibank’s claim. In response,
       Citibank requested an administrative hearing. In his recommendation for
       disposition, which was based on the foregoing stipulated facts, the presiding ALJ
       recommended that Citibank’s claim be denied on the bases that (1) Citibank did not
       include all of the required information or sufficient detail on its application for a
       refund, (2) Citibank did not bear the burden of the ROTA tax, (3) the ROTA tax
       was not paid in error, (4) there was no evidence that any erroneously paid taxes
       were refunded to the consumer, (5) Citibank was not the remitter of the taxes to the




                                               -6­
       State, and (6) the assignments from the retailers to Citibank did not give Citibank a
       right to a refund of the ROTA taxes. On December 13, 2012, the Director of the
       Department adopted the ALJ’s recommendation. Citibank sought review in the
       circuit court.


¶ 15                                  Circuit Court Decision

¶ 16       The circuit court identified the issue before it as “whether Plaintiff [Citibank] is
       entitled to a refund of tax that is equal to a portion of the ROT remitted to the
       Department by retailers for whom certain of Plaintiff’s credit account customers
       made retail purchases of tangible personal property, and which accounts were later
       written off by Plaintiff as bad debts.”

¶ 17       In enunciating preliminary principles of administrative review, the circuit court
       acknowledged potentially countervailing considerations as expressed in this court’s
       opinions. The court noted the general principles that courts give “substantial weight
       and deference to an interpretation of an ambiguous statute by the agency charged
       with the administration and enforcement of the statute” and that “administrative
       regulations have the force of law and are construed under the same standards
       governing statutory construction.” However, the circuit court also emphasized the
       limitations upon an administrative agency’s authority to promulgate regulations,
       observing that an administrative agency interpreting a statute “cannot expand
       statutory language by implication beyond its clear import” and that “a regulation
       cannot create requirements, exceptions, limitations or conditions that conflict with
       the express legislative intent as reflected in the statutory language.”

¶ 18       The court also acknowledged—quoting this court’s decision in Peoples Store of
       Roseland v. McKibbin, 379 Ill. 148, 152 (1942)—“that in the absence of statute,
       taxes voluntarily paid cannot be recovered no matter how meritorious the claim”
       and that section 6 of the ROTA “is a special remedial statute” (id.) limited to
       persons—“normally retailers,” the circuit court conceded—who have paid the tax
       pursuant to the ROTA “by reason of mistake,” what the circuit court characterized
       as “a tax that was not actually due.”

¶ 19      Following a recitation of section 6 of the ROTA and subsection (d) of section
       130.1960, the court first observed that it was “undisputed” that “had the retailers




                                                -7­
       provided finance arrangements to their customers for purchases of tangible
       personal property, and the customers then defaulted on those, *** the retailers
       would be entitled to a refund of the tax.” The court then focused on the applicable
       administrative regulation, commenting that subsection (d)(3) is controlling, “not
       sections (d)(1) or (2) as the ALJ stated.” 3 The court went on to assert, however,
       “even if the issue was whether plaintiff was a retailer, the retailers properly
       assigned all their rights to plaintiff, who therefore stepped into the shoes of the
       retailer and is entitled to the refund.”

¶ 20       The court stated that subsection (d)(3) is “not limited to accounts receivable
       held only by retailers.” The court believed it could not be so limited, as to do so
       would be to “impose a limitation on a statute that the legislature did not prescribe.”
       “Because the legislature did not limit section 6 of ROTA to retailers, the
       Department’s regulation, 86 Ill. Adm. Code § 130.1960, cannot limit section 6 to
       retailers.” The circuit court observed that section 6 references the right of a
       “claimant”—not a “retailer”—to a credit or refund for—in the words of the
       court—“any amount of tax or penalty or interest that has been paid which was not
       due under the Act.”

¶ 21       Thus, in the court’s view, Citibank was entitled to a credit or refund so long as
       Citibank met the conditions specified in the second paragraph of section 6 of the
       ROTA, which the court paraphrased as follows: (1) plaintiff bore the burden of
       such tax amount; (2) plaintiff has not been reimbursed for the tax or shifted the
       burden of the tax; and (3) no understanding or agreement exists whereby plaintiff
       may be relieved of the burden of such amount, be reimbursed therefor, or shift the
       burden thereof.

¶ 22       With respect to the first requirement, the circuit court observed, “[i]n a normal
       situation under the ROTA, the retailers shift the burden of the tax to the consumer
       by including it in the purchase price.” The court reasoned, if the burden could be
       shifted in that way, it could “similarly be shifted to a finance company such as
       plaintiff.” The court noted that the parties had stipulated that Citibank had supplied
       some or all of the purchase price to the retailer, which included the tax the

           3
             Subsections (d)(1) and (d)(2) specifically refer to retailers; subsection (d)(3) does not but is
       referenced in subsection (d)(2) as a remedy for “retailers.”




                                                       -8­
       purchaser owed based on the selling price. Although the retailers remitted to the
       Department the total ROTA payment due on the purchase price, the court observed
       it was Citibank that had advanced funds corresponding to financed tax amounts yet
       to be paid by the purchasers. Citibank paid those amounts through the retailers as
       intermediaries. In light of that reality, the court found Citibank bore the burden of
       the tax.

¶ 23       The court further found, per the additional section 6 requirements, that Citibank
       had not been reimbursed for the tax paid, as the purchasers had defaulted on the
       accounts, and, because of the “without recourse” transaction with the retailers,
       there was no agreement whereby Citibank could be relieved of the tax burden. The
       circuit court rejected the ALJ’s insistence that Citibank would have to repay to the
       purchasers the tax collected from them before plaintiff could claim a refund on tax
       amounts it had financed. The court noted: “Plaintiff cannot repay something it
       never received in the first place.” The court observed that Citibank was not seeking
       a refund for tax amounts paid by the purchasers; it was seeking, pursuant to
       stipulated fact, the portion of account balances that were written off by Citibank as
       “bad debt[ ] that is attributable to the ROT.”

¶ 24       Addressing the effect of assignment, citing this court’s opinion in People ex rel.
       Stone v. Nudelman, 376 Ill. 535, 539 (1940), the circuit court noted the general rule
       that, in the absence of language in the statute prohibiting it, claims against the
       government are assignable. The court believed there was no such prohibition in
       either section 6 of the ROTA or section 130.1960 of the Administrative Code. As
       an assignment operates to transfer to the assignee all of the assignor’s right, title, or
       interest in the thing assigned, the court concluded that Citibank “stepped into the
       shoes of the retailers” for purposes of claiming a refund.

¶ 25       The circuit court dismissed the ALJ’s various findings regarding plaintiff’s
       failure to submit detailed financial information and documentary evidence in
       support of its claim, reasoning that the referenced information was not required by
       section 6 or the Department’s forms.

¶ 26       The circuit court reversed the ruling of the Department, concluding that
       plaintiff, Citibank, was entitled to a refund pursuant to section 6 of the ROTA. The
       Department appealed.




                                                 -9­
¶ 27                                     Appellate Court Opinion

¶ 28       The appellate court affirmed the judgment of the circuit court, holding that
       (1) the assignment of the right to pursue a refund of ROTA taxes paid was not
       precluded by the ROTA, (2) assignment was not precluded by public policy, (3) the
       failure to submit supporting documentation regarding the amount of ROTA taxes
       paid did not preclude a refund, based upon the stipulated facts, and (4) Citibank
       was in fact entitled to a refund. 2016 IL App (1st) 133650. 4

¶ 29       The appellate court found, “even if only remitting retailers have standing under
       the statute, the retailers in the present case effectively assigned their rights to
       pursue a refund to Citibank.” Id. ¶ 31. The appellate court cited, at the outset, this
       court’s opinion in Kleinwort Benson North America, Inc. v. Quantum Financial
       Services, Inc., 181 Ill. 2d 214, 225 (1998), wherein this court stated: “Today,
       assignability is the rule and nonassignability is the exception.” However, as the
       appellate court acknowledged (2016 IL App (1st) 133650, ¶ 32) and this court
       noted in Kleinwort (see Kleinwort, 181 Ill. 2d at 224), public policy is an important
       consideration in determining whether an action or right is assignable.

¶ 30       In that regard, the appellate court first looked to section 6 to see if the statute
       prohibited or limited assignment of the right to a tax refund. The court found no
       overt restriction in the statutory language. The court stated: “Even if section 6
       bestows the right to a tax refund solely upon the remitter of the tax, that does not
       mean that after the initial bestowment, the remitter is not free to do what it pleases
       with that right.” 2016 IL App (1st) 133650, ¶ 36. The appellate court referenced
       this court’s decision in Stone, stating in an accompanying parenthetical, “because
       the language of the statute did not limit what could be done with a credit
       memorandum after it was issued or otherwise discuss its assignability, the credit
       memo was assignable.” Id. (citing Stone, 376 Ill. at 539).

¶ 31       The court next addressed the Department’s argument that the assignment of a
       right to an ROTA tax refund violates public policy (1) because it could result in the
       refund of taxes not actually paid, leading to the unjust enrichment of persons who

           4
             The appellate court’s disposition concerned consolidated appeals by Citibank and Chrysler
       Financial Services America, LLC. The appeal of the latter was dismissed for lack of jurisdiction and
       will not be further referenced here.




                                                     - 10 ­
       did not pay the taxes themselves, and (2) because Citibank was otherwise
       compensated through vendor discounts, cardholder charges, and interest payments.
       Id. ¶ 37.

¶ 32       Speaking to the first concern, the appellate court acknowledged the
       Department’s contentions that mistakenly issued refunds are more likely where
       refunds are afforded to those outside “an existing taxpayer/collector relationship”
       and that Citbank’s claim, specifically, was inadequate insofar as Citibank had
       failed “to present documentation evidencing the transactions underlying the bad
       debts.” Id. However, the appellate court found the Department’s arguments in this
       case unavailing because, in the view of the appellate court, “any lack of
       documentation on the part of Citibank appears to have been a result of the parties’
       stipulation to the amount of taxes attributable to the uncollected debt, not
       Citibank’s status as an assignee.” Id. In any event, looking to the future, the
       appellate court offered this assurance: “[T]he conclusion that the right to a refund
       under section 6 is assignable does not alter the procedural requirements a
       claimant—whether remitter or assignee—must comply with before a refund will be
       issued. Therefore, the Department is still free to vet applications for refunds in the
       same manner it always has.” Id.

¶ 33       The appellate court found irrelevant the Department’s second concern, i.e., that
       Citibank—and other lenders similarly situated—are already adequately
       compensated for their bad debt risk through vendor discounts, cardholder charges,
       and interest payments. Id. ¶ 38. The court stated, “what constitutes fair
       compensation belongs to the parties to the agreement” and concluded “regardless
       of whether the vendor discounts, cardholder charges, and interest payments do, in
       fact, adequately compensate Citibank for the risks they [sic] run in financing
       purchases by consumers, it is inappropriate to invoke public policy to undo an
       agreement between the parties.” Id.

¶ 34       Turning to the applicable administrative regulation—section 130.1960(d)—the
       appellate court considered and rejected the Department’s argument that Citibank is
       not entitled to a refund via the assignments because the retailers would not be
       entitled to a refund under the present circumstances. Id. ¶ 39. Before the appellate
       court, the Department argued, to take advantage of the bad debt credit of section
       130.1960(d), the retailer must have either financed the sale itself or have a “with




                                               - 11 ­
       recourse” agreement with the lender. Id. The appellate court conceded the latter
       was inapplicable, as the agreement between Citibank and the retailers was without
       recourse. Id. ¶ 41. However, according to the appellate court, “[e]ven assuming that
       the bad debt credit regulation requires that a retailer self-finance, the parties’
       stipulation indicates that is what happened here.” Id. The appellate court observed
       that the parties’ stipulations suggested “the retailers entered into financing
       agreements with the consumers directly and then sold and assigned their rights
       under those financing agreements to Citibank in exchange for payment of the
       financed amount.” Id. ¶ 42.

¶ 35       The appellate court also rejected the Department’s contention that the retailers
       would not have been able to obtain a refund because there is no evidence that any of
       the ROTA taxes were refunded to the consumers. Id. ¶ 44. The court first pointed
       out that section 6 of the ROTA requires only that the claimant reimburse the
       purchaser for any amount of taxes actually “collected from the purchaser and
       retained by the claimant.” (Internal quotation marks omitted.) Id. ¶ 41. The court
       reiterated that the parties had stipulated that Citibank sought a refund only of
       ROTA taxes Citibank had paid but did not thereafter collect from the consumers
       due to the consumers’ defaults. The court noted that the retailers did not collect the
       tax amounts in question from the consumers; they collected them from Citibank. Id.
       Had there been “no deal with Citibank,” “the retailers would not have been required
       to refund to the consumers taxes that the consumers had not paid in the first place.”
       Id. ¶ 44.

¶ 36       Finally, the appellate court found unavailing the Department’s contention that
       Citibank was not entitled to a refund because it failed to provide required
       information and documentation in support of its claim. Id. ¶ 46. Again, the
       appellate court resorted to the parties’ stipulation that the amount Citibank sought
       to have refunded was “the portion of balances that were written off as bad debts that
       is attributable to the Retailers’ Occupation Tax,” concluding, as a result of that
       stipulation, “[a]ny deficiency in Citibank’s application for refund or supporting
       documentation is moot.” Id. ¶¶ 46-47.

¶ 37       The appellate court thus affirmed the judgment of the circuit court, holding that
       Citibank, pursuant to the retailers’ assignments, had a right to the refund claimed.




                                               - 12 ­
¶ 38                                        ANALYSIS

¶ 39       The construction of a statute is a question of law that is reviewed de novo. In re
       Estate of Dierkes, 191 Ill. 2d 326, 330 (2000). In construing the meaning of a
       statute, this court’s primary objective is to ascertain and give effect to the intent of
       the legislature. In that regard, the language of the statute provides the best
       indication of the legislature’s intent. In re Consolidated Objections to Tax Levies of
       School District No. 205, 193 Ill. 2d 490, 496 (2000). Considerations of stare decisis
       weigh heavily in the area of statutory construction, especially where the legislature
       is free to change court interpretation of its legislation. People v. Reese, 2017 IL
       120011, ¶ 95. In the event there is ambiguity in a statute, we may look to other
       sources to ascertain the legislature’s intent. People ex rel. Birkett v. City of
       Chicago, 202 Ill. 2d 36, 46 (2002). In such an instance, this court will give
       substantial weight and deference to an interpretation of an ambiguous statute by the
       agency charged with administering and enforcing that statute. In fact, a reasonable
       construction of an ambiguous statute by the agency charged with that statute’s
       enforcement, if contemporaneous, consistent, long-continued, and in concurrence
       with legislative acquiescence, creates a presumption of correctness that is only
       slightly less persuasive than a judicial construction of the same act. Id.

¶ 40       It has long been acknowledged that, in the absence of an authoritative statute,
       taxes voluntarily, though erroneously, paid cannot be recovered. Snyderman v.
       Isaacs, 31 Ill. 2d 192, 194 (1964). As stated in Stone, there is a “rule requiring strict
       construction of a tax refunding statute,” and that rule is “intended for the protection
       of the State.” Stone, 376 Ill. at 538. Thus, the refunding statute must specifically
       provide for the relief requested.

¶ 41       Before this court, with respect to the interpretation of section 6 of the ROTA
       and section 130.1960(d), the parties’ arguments essentially mirror those advanced
       in the lower courts. Beyond the points raised below, the parties here argue the
       implications of section 6d of the ROTA as they relate to legislative intent and
       public policy, recognizing that amendment has no direct application to the refunds




                                                - 13 ­
       sought in this case. 5 The parties’ principal reliance upon this court’s precedent
       appears to focus on three cases: Kleinwort, Stone, and Snyderman.

¶ 42       We begin with Kleinwort. In that case, this court considered whether punitive
       damages could be recovered by assignees after a common-law fraud claim brought
       by a corporation was assigned to the corporation’s former shareholders. 6 This court
       ultimately held that the assignment of a punitive damages claim would not violate
       public policy.

¶ 43       As referenced in the appellate court’s opinion in this case, the Kleinwort court
       announced, at the outset of its analysis, the modern view on assignability: “Today,
       assignability is the rule and nonassignability is the exception.” Kleinwort, 181 Ill.
       2d at 225 (citing 6 Am. Jur. 2d Assignments §§ 7, 29 (1963)). This court observed:
       “Basically, in Illinois, the only causes of action that are not assignable are torts for
       personal injuries and actions for other wrongs of a personal nature, such as those
       that involve the reputation or feelings of the injured party. [Citation.] These
       limitations are based primarily on public policy concerns.” Id.

¶ 44       The Kleinwort court then enunciated “[s]ome general principles that determine
       when an agreement between parties violates public policy.” Id. at 226. The court
       noted, first and foremost, courts should look to Illinois’s constitution, its statutes,
       and the decisions of its courts because pronouncements of public policy are found
       therein. Beyond that inquiry, in deciding whether an agreement violates public
       policy, courts determine whether the agreement is so capable of producing harm
       that its enforcement would be contrary to the public interest. This court observed
       that courts should “apply a strict test in determining when an agreement violates
       public policy,” stating that “[t]he power to invalidate part or all of an agreement on
       the basis of public policy is used sparingly because private parties should not be
       needlessly hampered in their freedom to contract between themselves.” Id. The
       Kleinwort court noted whether an agreement is contrary to public policy depends
       on the particular facts and circumstances of the case. Id.


           5
             Citibank’s 2010 claim for a refund or credit predates that section. Pub. Act 99-217 (eff. July
       31, 2015) (adding 35 ILCS 120/6d).
            6
             The right of assignees to recover compensatory damages was not contested, assuming same
       were proven.




                                                     - 14 ­
¶ 45       Applying those considerations to the agreement in question, the Kleinwort
       court concluded “allowing the assignees to seek punitive damages does not violate
       any public policy.” Id. This court observed that the two assignees were
       shareholders of the assigning corporation at the time of the alleged fraud and they
       were “intimately involved in the negotiations for the purchase of [the brokerage
       firm at issue],” which served as the basis for the alleged fraud, and “[t]hey were
       involved in the litigation long before [the assigning corporation’s] claims were
       assigned to them.” Id. at 226-27. This court cited, approvingly, Puckett v. Empire
       Stove Co., 183 Ill. App. 3d 181, 191-92 (1989) (assignment of contribution claim
       did not violate public policy where assignee was closely involved in the events
       leading up to the litigation). Kleinwort, 181 Ill. 2d at 227.

¶ 46       We turn now to consideration of this court’s decisions in Stone and Snyderman.
       Citibank argues that Stone dictates the result here; the Department argues that
       Snyderman controls. Neither case is directly on point; however, in view of the
       statutory taxing structure—including that of the refund statute—the observations in
       Snyderman are more compelling.

¶ 47       At issue in Stone was whether the version of the ROTA refund statute then
       extant allowed assignment of a credit memorandum issued to the original remitter
       of ROTA taxes after a claim had been submitted to the Department by the original
       taxpayer, verified, and allowed. In Stone, the company that paid the taxes received
       a credit memorandum as a result of erroneous payment but ceased doing business
       and was thus no longer liable for the payment of ROTA taxes to which the credit
       amount could be applied. The memorandum, an asset of the company, was turned
       over to a trustee, who sold and assigned the memorandum.

¶ 48       The Stone court began its analysis with the recognition that “[t]he result of
       erroneous payment of tax is that the State has in its possession funds which, in
       equity and justice, belong to the person erroneously paying it.” Stone, 376 Ill. at
       538. The court noted, at that time, the ROTA provided “nothing about
       [memorandum] assignment”; therefore, the court found that “assignability or
       non-assignability” should be “determined by the general law of assignability.” Id.
       at 539. In that respect, this court observed: “The general rule, in the absence of
       language of the statute prohibiting it, is that claims against the government are
       assignable.” Id. In holding that the credit memorandum was assignable, the Stone




                                             - 15 ­
       court quoted, approvingly, from an Oklahoma decision, wherein that court stated:
       “ ‘The right to assign a debt which is due and fully earned is unquestioned by all the
       courts of this country, and even if the language “or his assigns” were not in the act,
       we entertain no doubt but what the party to whom the contract was let could assign
       any money due him under the same.’ ” (Emphases added.) Id. (quoting Leader
       Printing Co. v. Lowry, 59 P. 242, 245 (Okla. 1899)).

¶ 49       Citibank asserts that Stone supports its position that a contingent right to a
       refund was assignable by its affiliated retailers. In our view, the holding of Stone is
       more limited: it stands for the proposition that—at a time when the pertinent statute
       did not otherwise address assignments—a credit memorandum, representing a
       liquidated right and amount as determined by the Department, was a property asset
       that could be assigned.

¶ 50       In Snyderman, assignment and credit memoranda were not factors; this court
       considered whether there was a right to a refund under an entirely different
       scenario. In 1961, the ROTA and the complementary Use Tax Act were amended to
       apply to the rental of personal property and the use of rented personal property. In
       International Business Machines Corp. v. Department of Revenue, 25 Ill. 2d 503
       (1962), those amendments were held invalid because they violated section 13 of
       article IV of the constitution (Ill. Const. 1870, art. IV, § 13). Subsequently, plaintiff
       Snyderman brought an action on behalf of himself and others similarly situated
       who, during the period that the invalid tax was collected, had rented motor vehicles
       and paid the leasing tax, which was ultimately submitted to the Department by the
       lessors. Snyderman, 31 Ill. 2d at 193. Plaintiff submitted that he and the others had
       borne the burden of the tax. Id.

¶ 51       The Snyderman court identified a principal issue presented as “whether under
       the facts alleged a lessee may maintain an action directly against the Director of
       Revenue to recover tax payments made through his lessor.” Id. at 194. As to that
       issue, the court first noted, “in the absence of an authoritative statute, taxes
       voluntarily, though erroneously, paid, cannot be recovered.” Id.

¶ 52       With respect to these particular taxing statutes, the court explained that the
       “pattern of the taxing statutes contemplated that in the usual case the lessee would
       not himself remit the tax directly to the State, but would instead pay the amount of




                                                - 16 ­
       the tax to his lessor as use tax,[7] and the lessor would remit the money to the State
       as retailers’ occupation tax.” Id. at 195. Given that statutory structure, the
       Snyderman court expressed concern that the “refund of a tax erroneously paid in
       such an indirect manner carries with it obvious possibilities of unjust enrichment,
       and the statutory procedures by which a refund or credit may be obtained show a
       legislative awareness of those possibilities.” Id. The court observed that both the
       ROTA and Use Tax Act (Ill. Rev. Stat. 1961, ch. 120, ¶ 439.19) contained similar
       provisions authorizing credit to the person who erroneously paid the tax in
       question. Id. at 195-96. The court continued:

               “In these provisions there is recognition of the possibility that the state may
           be unjustly enriched through the retention of taxes erroneously paid, and a
           remedy has been provided. There is recognition also that a refund procedure
           without safeguards might result in refunds of taxes that had not actually been
           remitted, or in the unjust enrichment of persons who had not themselves paid
           the tax, but had passed its burden on to another. To protect the real taxpayer and
           to prevent unjust enrichment of any other party, the legislature has provided
           both in the Use Tax Act and in the Retailers’ Occupation Tax Act that the only
           person entitled to receive credit is the remitter of the tax. And it has also
           required that where the remitter has not himself borne the burden of the tax, he
           must directly or indirectly reimburse the actual taxpayer before filing his claim
           with the Department.” Id. at 196.

¶ 53       In the view of the court, the complaint made clear that the lessee-plaintiff did
       not remit the tax, and consequently, the “lessee has no statutory right to recover
       taxes remitted by his lessor. That conclusion necessarily makes applicable the
       general rule that without legislative authorization voluntary tax payments can not
       be recovered.” Id.




           7
             As this court noted in Kean, the ROTA and Use Tax Act are complementary. Kean, 235 Ill. 2d
       at 362. “In the usual case, the use tax is collected from the purchaser by the retailer, who must remit
       the tax to the Department of Revenue. [Citations.] A retailer, however, is relieved of the duty of
       remitting the use tax it collects if it has paid to the Department the retailers’ occupation tax upon the
       gross receipts from the same sale.” Id. at 363.




                                                        - 17 ­
¶ 54       The Department argues that Snyderman prohibits refunds to someone other
       than the remitter of the tax, even if the claimant-party was the actual source of the
       funds.

¶ 55        We turn now to independent examination of the content of section 6 of the
       ROTA. As noted previously, at the time Stone was decided, the predecessor
       provision of section 6 (Ill. Rev. Stat. 1939, ch. 120, § 445) did not address
       assignment. It does now. After referencing issuance of a “credit memorandum or
       refund” “to the claimant,” in the same sentence, the statute provides, “(in the case
       of a credit memorandum) the credit memorandum may be assigned and set over by
       the lawful holder thereof, subject to reasonable rules of the Department, to any
       other person who is subject to this Act, the Use Tax Act, [or other specified taxes]”
       (35 ILCS 120/6 (West 2012)), i.e., those who might apply the credit to their future
       tax liability. With respect to assignability, the statute speaks only to a remitter’s
       present possession of a “credit memorandum,” an adjudicated claim, an asset in
       hand. Section 6 mentions both “retailers” and “claimants” at various points. The
       statute references “claimants,” generally, but refers specifically to “retailers” in two
       places: the term “retailer” is used in conjunction with the sale of motor vehicles,
       and it is used in the last paragraph of section 6 to differentiate a “retailer,” i.e., the
       seller of goods to the purchasing consumer, from the “vendor” who sold to the
       “retailer.” Id. However, the only “person” to whom “the Department shall issue a
       credit memorandum or refund” is “the person who made the erroneous payment,”
       i.e., the retailer.

¶ 56       We next consider section 130.1960(d), the administrative regulation that was
       apparently promulgated by the Department to implement section 6. Subsection (d)
       addresses “bad debts,” a matter that is not mentioned in section 6 of the ROTA.
       Subsections (d)(1) and (d)(2) specifically mention “retailers”—in the first instance
       those who repossess and subsequently resell tangible personal property, in the latter
       those who incur bad debt without repossession—and subsection (d)(3) does not use
       the term “retailers.” However, it appears that subsection (d)(3) was intended, by the
       Department, to specify a means by which retailers who do not repossess may obtain
       tax relief. Moreover, and perhaps more significantly, via subsection (d)(3), the
       Department proffers a definition of a “tax paid in error” that the legislature had not
       used or specifically sanctioned, that is, a “tax paid on an account receivable that
       becomes a bad debt.” See 86 Ill. Adm. Code 130.1960(d)(3) (2000). The




                                                 - 18 ­
       Department’s regulation relating to bad debt remained the only applicable authority
       on the subject for a period of 15 years.

¶ 57       Then, the legislature specifically addressed deductions for uncollectible debt
       and correlative tax relief in 2015 with the addition of section 6d to the ROTA. Pub.
       Act 99-217, § 15 (eff. July 31, 2015). By its terms, that section applies only to
       “accounts or receivables *** charged off as bad debt on the lender’s books and
       records on or after January 1, 2016” (35 ILCS 120/6d(b)(1)(A) (West 2016)), so it
       has no direct application here—and no one claims that it does. Rather, the parties
       argue its relevance with respect to legislative intent and public policy and attempt
       to spin it in such a way as to support their respective positions.

¶ 58       The Department contends that the legislature’s recent authorization of ROTA
       relief for retailers who use “private-label credit cards” to finance a sale resulting in
       bad-debt expense does not support Citibank’s position because “Citibank was not a
       private label card lender” and it is not a “retailer.” The Department argues, with
       respect to the traditional lender-retailer financing relationship, the lender is
       otherwise compensated for risk. It does not provide its financing services for free to
       its merchants and cardholders, as merchants are typically required to discount their
       reimbursement requests to secure “non-recourse” financing from banks and
       purchasers often incur fees and/or pay interest on outstanding debt. The
       Department suggests that section 6d also reflects legislative concern over reporting
       problems that might be occasioned by third-party claims for refunds and the
       potential for unjust enrichment—a valid concern this court acknowledged in
       Snyderman. Thus, that section restricts refunds for bad debt to the retailer who
       made and financed the sale. The Department characterizes Citibank’s arguments as
       “an end-run around the legislative objectives of section 6d of the Act.”

¶ 59       Citibank claims the addition of section 6d is an indication that “the legislature is
       continuing its policy of refunding excess sales tax in all credit sales so that the
       proper amount of sales tax is ultimately retained when bad debts occur.” Citibank
       suggests, without supporting reference, that the legislature was “undoubtedly
       aware of this litigation,” and Citibank finds it noteworthy that the legislature, in the
       new amendment, “did not take the opportunity” to “place any limitations on a
       retailer’s ability to assign its right to a tax refund.” It is not clear to us why the
       legislature would feel the need to limit an open-ended right of assignment to a




                                                - 19 ­
       lender in the context of tax refunds when it has never recognized such a right in the
       first place.

¶ 60       With respect to section 6d and its significance for purposes of ascertaining
       legislative intent and the parameters of public policy, we make the following
       observation. The statute authorizes tax relief only for “the retailer” and requires all
       reporting to the Department only through “the retailer.”

¶ 61       Subsection (a) provides:

           “A retailer is relieved from liability for any tax that becomes due and payable if
           the tax is represented by amounts that are found to be worthless or
           uncollectible, have been charged off as bad debt on the retailer’s books and
           records in accordance with generally accepted accounting principles, and have
           been claimed as a deduction pursuant to Section 166 of the Internal Revenue
           Code on the income tax return filed by the retailer. A retailer that has
           previously paid such a tax may, under rules and regulations adopted by the
           Department, take as a deduction the amount charged off by the retailer. If these
           accounts are thereafter, in whole or in part, collected by the retailer, the amount
           collected shall be included in the first return filed after the collection, and the
           tax shall be paid with the return.” (Emphases added.) 35 ILCS 120/6d(a) (West
           2016).

¶ 62       Subsection (b) addresses “the payment of taxes on purchases made through a
       private-label credit card”—not credit cards generally, “a private-label credit card.” 8
       35 ILCS 120/6d(b) (West 2016). It provides, in subsection (b)(1),

           “[i]f consumer accounts or receivables are found to be worthless or
           uncollectible, the retailer may claim a deduction on a return in an amount equal
           to, or may obtain a refund of, the tax remitted by the retailer on the unpaid
           balance due if:



           8
             A restrictive definition is provided in the statute, wherein a “ ‘[p]rivate-label credit card’ ” is
       defined as “a charge card or credit card that carries, refers to, or is branded with the name or logo of
       a retailer and may only be used to make purchases from that retailer or that retailer’s affiliates.” 35
       ILCS 120/6d(c)(3) (West 2016).




                                                        - 20 ­
                  (A) the accounts or receivables have been charged off as bad debt on the
              lender’s books and records on or after January 1, 2016;

                  (B) the accounts or receivables have been claimed as a deduction
              pursuant to Section 166 of the Internal Revenue Code on the federal income
              tax return filed by the lender; and

                 (C) a deduction was not previously claimed and a refund was not
              previously allowed on that portion of the account or receivable.” (Emphases
              added.) 35 ILCS 120/6d(b)(1) (West 2016).

¶ 63       Subsection (b)(2) mandates an accounting and reporting procedure to be
       employed in the event that either “the retailer or the lender subsequently collects, in
       whole or in part, the accounts or receivables for which a deduction or refund has
       been granted under paragraph (1),” and it is “the retailer [that] must include the
       taxable percentage of the amount collected in the first return filed after the
       collection and pay the tax on the portion of that amount for which a deduction or
       refund was granted.” (Emphasis added.) 35 ILCS 120/6d(b)(2) (West 2016).

¶ 64       Though, in subsection (b)(5), the legislature requires both “[t]he retailer and
       lender” to “maintain adequate books, records, or other documentation supporting
       the charge off of the accounts or receivables for which a deduction was taken or a
       refund was claimed under this Section” (35 ILCS 120/6d(b)(5) (West 2016)),
       subsection (b)(5) specifies, immediately after announcing that requirement, that
       “[a] retailer claiming a deduction or refund for bad debts from purchases made
       using a private label credit card shall meet the same standard of documentation as a
       retailer that claims a deduction or refund for bad debts that are from purchases
       made not using a private label credit card.” (Emphasis added.) Id. It is not the
       lender who may claim a deduction (clearly not available to anyone who has no
       obligation to remit taxes in the future) or a refund; rather, it is the retailer who may
       do so, whether the sale was made using a private label credit card or not. In that
       vein, subsection (b)(4)(C) makes clear that the “deduction or refund allowed under
       this Section” “may only be taken by the taxpayer, or its successors, that filed the
       return and remitted tax on the original sale on which the deduction or refund claim
       is based.” (Emphases added.) 35 ILCS 120/6d(b)(4)(C) (West 2016).




                                                - 21 ­
¶ 65       Given the legislature’s clearly expressed preference in the statutory framework
       for reporting, remission, and refund only through the retailer, we find Citibank’s
       position untenable—indeed “an end-run around” the statutes enacted by the
       legislature.

¶ 66        At the time Stone was decided, the pertinent statutory provision did not even
       mention assignments. After Stone, the legislature addressed assignments and
       sanctioned them only to the extent that a claim had been adjudicated and allowed,
       resulting in a “credit memorandum” issued to the taxpayer. In that instance only,
       the legislature provided for the taxpayer’s limited assignment of the memorandum
       “to any other person who is subject to this Act [or other specified tax acts].”
       (Emphasis added.) 35 ILCS 120/6 (West 2012). In other words, there could only be
       an assignment of a credit memorandum, and only to a taxpayer obligated to pay the
       Retailers’ Occupation Tax or the other referenced taxes, i.e., one who could use the
       “credit.” Although that right of assignment is mentioned, no mention was, or is,
       made of any other assignable, existing or prospective, right. Moreover, the statute
       is clear that a credit memorandum has to be in existence for the right of assignment
       to apply. Obviously, that limited statutory right of assignment is not applicable to
       the facts of this case.

¶ 67        Then there is this court’s 1964 decision in Snyderman, which has occasioned no
       statutory change in the intervening years. We thus presume the legislature is in
       accord with this court’s interpretation of the statute. See Reese, 2017 IL 120011,
       ¶ 95. In Snyderman, this court held that the lessee of property, the party who was
       the actual source of the money that found its way into state coffers, could not
       maintain his claim for a refund because the legislature had provided, in the ROTA,
       “the only person entitled to receive credit is the remitter of the tax.” Snyderman, 31
       Ill. 2d at 196. The statute still provides, given an appropriate claim, that “the
       Department shall issue a credit memorandum or refund to the person who made the
       erroneous payment.” (Emphasis added.) 35 ILCS 120/6 (West 2012). In other
       words, the payment or credit goes to the remitter of the tax. If the lessee in
       Snyderman, who was the source of the funds used to pay the tax, could not maintain
       an action for a refund, then it seems as clear that Citibank, in this case the source of
       the funds that the retailers remitted to the Department, is in no better position. A
       significant analytical thread that runs through Snyderman is the recognition that the
       legislature has insisted upon direct Departmental interaction with the original




                                                - 22 ­
       remitter of the tax in refund matters because to proceed otherwise undermines
       statutory safeguards.

¶ 68       The legislature has not only acquiesced in that interpretation over the
       intervening 64 years, it has now put its imprimatur upon that construction of
       statutory procedure. Section 6d of the ROTA not only confirms an element of the
       Department’s regulation that some might say sought to resolve a matter of statutory
       ambiguity—whether, for purposes of section 6, a “tax paid on an account
       receivable that becomes a bad debt *** becomes a tax paid in error” (see 86 Ill.
       Adm. Code 130.1960(d)(3) (2000))—it also makes abundantly clear that all refund
       or credit claims—whether on a bad debt or otherwise—go through the retailer, the
       original remitter of the tax. The ROTA is, after all, the Retailers’ Occupation Tax
       Act. It appears to us that allowing claims by the lender via assignment would
       circumvent the legislature’s statutory policy—recognized by this court as far back
       as at least the Snyderman decision—of requiring refund requests to be submitted
       through the remitter of the tax, so as to avoid reporting problems that might arise.
       We conclude it is not the intent of the legislature, as expressed in its statutory
       enactments, to allow a direct action for a refund by a lender against the Department
       under these circumstances.

¶ 69       Our holding does not leave lenders like Citibank without a remedy in the future
       so long as they account for this circumstance in their agreements. Sophisticated
       lending institutions no doubt anticipate the eventuality of default and can order
       their commercial relationships accordingly.

¶ 70       We note, in closing, that the legislature has broad latitude and discretion in
       drawing statutory classifications to benefit the general welfare. Big Sky Excavating,
       Inc. v. Illinois Bell Telephone Co., 217 Ill. 2d 221, 240 (2005). The responsibility
       for the wisdom of legislation rests with the legislature, and courts may not rewrite
       statutes to make them consistent with the court’s idea of orderliness and public
       policy. Board of Education of Roxana Community School District No. 1 v.
       Pollution Control Board, 2013 IL 115473, ¶ 25; People v. Carpenter, 228 Ill. 2d
       250, 270-71 (2008). Whether a windfall results in this circumstance—and it is far
       from clear that it does where tax is properly paid on the selling price—is not for us
       to decide. Our function is to ascertain the intent of the legislature as expressed in
       the language and framework of its statutory enactments. If this interpretation is not




                                              - 23 ­
       what the legislature intended, we urge legislators to revisit this issue and make their
       intent manifest.

¶ 71      For the foregoing reasons, the judgment of the appellate court is reversed.


¶ 72      Reversed.




                                               - 24 ­
