March 19, 2015
PAT HARRISON WATERWAY DISTRICT
COUNTY OF LAMAR, POLITICAL SUBDIVISION OF THE STATE OF MISSISSIPPI; BOARD OF SUPERVISORS OF LAMAR COUNTY, JOE BOUNDS, PRESIDENT; TAX COLLECTOR OF LAMAR COUNTY, JACK SMITH, COLLECTOR
OF JUDGMENT: 08/29/2013.
FROM WHICH APPEALED: FORREST COUNTY CHANCERY COURT. TRIAL
JUDGE: HON. HOLLIS MCGEHEE.
APPELLANT: NEVILLE H. BOSCHERT, KAYTIE M. PICKETT, JOLLY W.
APPELLEES: OFFICE OF THE ATTORNEY GENERAL, BY: HAROLD E.
PIZZETTA, III, R. DAVID KAUFMAN, R. RICHARD CIRILLI, JR.,
PERRY W. PHILLIPS.
PRESIDING JUSTICE. WALLER, C.J., RANDOLPH, P.J., LAMAR AND
KING, JJ., CONCUR. COLEMAN, J., DISSENTS WITH SEPARATE
WRITTEN OPINION JOINED BY KITCHENS, CHANDLER AND PIERCE, JJ.
Lamar County wishes to withdraw from the Pat Harrison
Waterway District (" the District" ). The question
presented is the amount of money Lamar County must pay to do
so. The chancery court found that Lamar County owed $337,088,
excluding the District's perpetual park operating and
maintenance obligations as " contractual obligations . .
. that are outstanding" under the statute. We affirm.
AND PROCEDURAL HISTORY
The Pat Harrison Waterway District
In 1962, in order to develop Mississippi's water
resources, the Mississippi Legislature created the Pat
Harrison Waterway District, which included Lamar and fourteen
other counties within the Pascagoula River
Basin. Funding for the District primarily is
provided by assessments of the member counties.
The District's Governmental Contracts
After it was formed, the District worked with the United
States Army Corps of Engineers to develop a comprehensive
development plan under which the District entered into a
series of eight contracts with various departments of the
federal and state governments to operate its water
Land and Water Conservation Fund Contracts
The District established four water parks under contracts
with the United States Department of the Interior, which
provided funding from its Land and Water Conservation Fund
(" LWCF" ). These contracts, under the "
Project Termination" heading, provide that the federal
government may seek specific enforcement of its contracts in
case of a breach of performance by the State. And the
District's general obligations for the " Use of
Facilities" under the LWCF contracts require that:
1. The State shall not at any time convert any property
acquired or developed pursuant to this agreement to other
than the public outdoor recreation uses specified in the
project proposal attached hereto without the prior approval
of the Director.
2. The State shall operate and maintain, or cause to be
operated and maintained, the property or facilities acquired
or developed pursuant to this agreement in the manner and
according to the standards set forth in the Manual.
Finally, the 2008 LWCF State Assistance Program
Manual--referenced in the District's contracts--provides
post-completion operation and maintenance obligations:
Property acquired or developed with LWCF assistance shall be
operated and maintained as follows:
1. The property shall be maintained so as to appear
attractive and inviting to the public.
2. Sanitation and sanitary facilities shall be maintained in
accordance with applicable health standards.
3. Properties shall be kept reasonably open, accessible, and
safe for public
use. Fire prevention, lifeguard, and similar activities shall
be maintained for proper public safety.
4. Buildings, roads, trails, and other structures and
improvements shall be kept in reasonable repair throughout
their estimated lifetime to prevent undue deterioration and
to encourage public use.
5. The facility shall be kept open for public use at
reasonable hours and times of the year, according to the type
of area or facility.
6. A posted LWCF acknowledgment sign shall remain displayed
at the project site . . . .
The LWCF Manual also provides the following escape from
operation and maintenance costs when facilities become
obsolete: " Project sponsors are not required to
continue operation of a particular recreation area or
facility beyond its useful life." According to the
District's 2011 audits, the " estimated useful
lives" of the District's assets are 5-30 years for
buildings, 5-25 years for building improvements, 5-50 years
for improvements other than buildings, 5-20 years for
equipment, and 15-50 years for capital leases. Obsolescence
may also arise, among other reasons, if " changing
recreation needs dictate a change in the type of facilities
provided," or " park operating practices dictate a
change in the type of facilities required."
Soil Conservation Service and National Watershed Protection
and Flood Prevention Contracts
Three of the District's water parks were established with
funding through the United States Department of
Agriculture's Soil Conservation Service Department and
the National Watershed Protection and Flood Prevention Act
Program. Under the Dry Creek contract, the
relevant provision provides that:
The Dry Creek Water Management District and the Pat Harrison
Waterway District agree that all land acquired on which
Federal assistance is provided will not be sold or otherwise
disposed of for the evaluated life of the project, except to
a public agency which will continue to maintain and operate
the recreational development in accordance with the operation
and maintenance agreement.
Under the Turkey Creek Soil Conservation Operations and
Maintenance Agreement, the District agreed to operate and
maintain " project measures" developed through the
program and to use the real property " for the purpose
for which it was acquired and in accordance with the
[Operations and Maintenance] agreement." The
District's maintenance obligations require only that:
A. The Sponsor will:
1. Be responsible for and promptly perform or have performed
without cost to the Service . . . all maintenance of the
structural measures determined by either the Sponsor or the
Service to be needed.
2. Obtain prior Service approval of all plans, designs and
specifications for maintenance work involving major repair.
B. The Service will upon request of the Sponsor and to the
extent that its resources will permit, provide consultative
assistance in the preparation plans, designs and
needed repair of the structural measures.
Notably, the contract provides that " [a]dmission or
users fees shall be charged only as necessary to produce
revenues required by the Sponsor(s) to . . . provide adequate
inspection, operation, maintenance, and replacement of the
[project measures]." Additionally, under the National
Watershed Program's 2009 Manual, " [t]he term of the
[Operation and Maintenance] agreement expires when the
evaluated life of the works of improvement has been
Finally, under the Big Creek Soil Conservation Agreement, the
District agreed to " assume responsibility for operation
and maintenance in accordance with the Operation and
Maintenance Agreement." Like the Turkey Creek contract,
the Big Creek contract also contains the same language from
the National Watershed Program's 2009 Manual about the
operation and maintenance agreement expiring at the end of
the improvements' life span.
Lease Agreement with the Army Corps of Engineers
In establishing the Okatibbee Creek Water Park, the District
leased the land and water areas from the United States Army
Corps of Engineers. The term of the original lease agreement
was for fifty years--beginning July 1, 1968, and ending June
30, 2018. But in 1973, the District and the Army agreed to a
supplemental lease agreement providing:
This lease may be relinquished by the lessee at any time
prior to tender by the Government and acceptance by the
lessee of any cost-sharing payments pursuant to The Contract
by giving to the Secretary of the Army, through the District
Engineer, at least 30 days notice in writing. Subsequent to
such tender and acceptance, this lease may be relinquished by
the lessee at any time after 30 June 1999 by giving notice as
while the District's lease term does not expire until
2018, the District has the option to terminate the lease at
any time by giving thirty days' written notice to the
Agreement with the Mississippi Wildlife Heritage
Finally, the District maintains a state historic site at
Dunn's Falls through a 1982 agreement with the
Mississippi Wildlife Heritage Committee. As part of its
agreement with the State, the District agreed to various
4. Pat Harrison Waterway District agrees to maintain with
paint the property lines which have been established by the
property survey . . . .
5. Pat Harrison Waterway District agrees to assign an
employee to live on the Dunn's Falls property and shall
be responsible for any salary or other expenses which might
result from this employment.
6. Pat Harrison Waterway District agrees to enforce the rules
and regulations adopted by the Pat Harrison Waterway District
Board . . . .
Lamar County's Withdrawal from the District and the
On September 6, 2011, Lamar County notified the District that
it was exercising its right to withdraw under Mississippi
Code Section 51-15-118, which provides that " [t]he
withdrawing county shall be responsible for paying its
portion of any district bonds, contractual obligations, and
any other indebtedness and liabilities of the district that
on the date of such county's withdrawal from the
district."  Under the statute, the withdrawing
county's obligation " shall be determined through an
independent audit conducted by a certified public
Litigation Between the District and Lamar County
In January 2012, Wolfe, McDuff & Oppie, PA--the
District's own certified public accounting firm--sent
Lamar County an " Independent Accountant's
Report" which claimed that Lamar County's portion of
district bonds, contractual obligations, and other
indebtedness and liabilities was $9,201,619. Lamar County
disagreed, and this litigation soon followed.
Petition for Injunction and Appointment of Independent
The District fired the first shot in May 2012, by filing a
petition in the Chancery Court of Forrest County, seeking an
injunction. Lamar County responded with a motion for partial
summary judgment, claiming it did not owe the District for
contractual obligations incurred after September 6, 2011.
Lamar County also requested that the court appoint an
independent auditor to determine the amount it owed under
After all of the Forrest County Chancery Court judges recused
from the case, this Court appointed the Honorable Hollis
McGehee as Special Judge. Judge McGehee promptly held a
hearing and issued an order granting partial summary judgment
to Lamar County. Judge McGehee rejected the Wolfe audit and
ordered the parties to attempt to agree on a certified public
accountant to perform an independent audit to determine Lamar
County's obligation as of September 6, 2011. Both parties
later agreed on the certified public accounting firm of Tann,
Brown & Russ Co., PLLC, to perform the independent audit.
Independent Audit and Fight Over Contractual
Tann, Brown & Russ produced an " Independent
Auditor's Report," a " Schedule of Lamar
County's Portion of the Pat Harrison District's
Bonds, Contractual Obligations, and Other Indebtedness and
Liabilities," and " Notes to the Schedule of Lamar
County's Portion of Bonds, Contractual Obligations, and
Other Indebtedness and Liabilities." Lamar County filed
these audit reports with the court in December 2012. The
audit excluded the District's perpetual park operating
costs from the schedule of contractual obligations.
Tann, Brown & Russ's Audit
In its audit, Tann, Brown & Russ excluded the perpetual park
operating costs from its calculation of the portion of the
District's contractual obligations Lamar County was
obligated to pay, explaining:
As discussed in Note 6 to the schedule, the District has
included $146,524,357 as an estimate of the present value of
the District's future costs (net of park user fee
revenues) to operate the Okatibbee Creek Park through June
30, 2018, and to perpetually operate its other recreational
parks. In our opinion, the estimated future costs to operate
the Okatibbee Creek Park through June 30, 2018, and to
perpetually operate the District's other recreational
parks should not be included in the schedule because they are
not contractual obligations of the District as of September
6, 2011, in
accordance with Section 51-15-118 of the Mississippi
The report further explained why the perpetual park operating
costs were not contractual obligations:
The District's lease agreement with the U.S. Corps of
Engineers for the Okatibbee Creek Park is not a contractual
obligation because it is cancelable by the District. In
addition, while the District's agreements with the
National Park Service and Natural Resources Conservation
Service generally require the continued use of the
District's other parks for outdoor recreational purposes,
these agreements do not require a specific amount of
expenditures at the parks. Furthermore, the District's
agreements with the National Park Service, Natural Resources
Conservation Service, and U.S. Corps of Engineers allow the
District to charge park user fees to offset the park
operating costs. Consequently, the amount of the
District's net cost to operate the parks is within the
District's control and is not a contractual obligation in
accordance with Section 51-15-118 of the Mississippi Code.
After explaining its reasoning for excluding the perpetual
park operating costs, the Tan, Brown & Russ audit then
provided the following conclusion and calculation:
If the perpetual park operating costs of $146,524,357 were
excluded from the schedule, Lamar County's portion of the
Pat Harrison Waterway District's bonds, contractual
obligations, and other indebtedness and liabilities as of
September 6, 2011, would be decreased by $18,648,448, and
Lamar County's portion of the Pat Harrison Waterway
District's bonds, contractual obligations, and other
indebtedness and liabilities as of September 6, 2011, in
accordance with Section 51-15-118 of the Mississippi Code
would be $337,088.
While Tann, Brown & Russ excluded the perpetual park
operating costs as contractual obligations in the schedule,
it did consider other future contractual obligations,
including the District's project grant commitments
described in Note 4, and the District's operating lease
and service contract obligations described in Note 5. Note 4
The District awards grants each year for various projects in
its member counties. Grant awards generally cover 50% of the
eligible project costs up to a maximum grant amount of
$25,000. These grant commitments are payable after each
project's completion based upon documentation of the
costs incurred by the grant recipient.
Note 5 explained that " [t]he District has entered into
certain equipment operating leases and service contracts with
non-cancelable terms." Both of these future contractual
obligations were included in the schedule of contractual
The Tann, Brown & Russ audit did not declare the specific
accounting standards it used, stating only that it "
conducted [the] audit of the schedule in accordance with
auditing standards generally
accepted in the United States of America." Relevant to
this case are two generally recognized accounting standards,
either or both of which provide guidance as to what should
and should not be classified as contractual obligations.
The Financial Accounting Standards provide guidance on
analyzing and preparing financial statements for businesses
and nonprofits. Under these generalized standards,
liabilities are defined as " probable future sacrifices
of economic benefits arising from present obligations of a
particular entity to transfer assets or provide services to
other entities in the future as a result of past transactions
By contrast, the Governmental Accounting Standards--the
District's CPA used these standards when it performed the
District's 2011 audit--provide guidance on analyzing and
preparing the financial statements of state and local
governments. These standards provide that," [f]or an
obligation to be a liability, it should be a present
obligation," meaning " [t]he event that created the
liability has taken place." This is distinguishable
" from a commitment that may become a liability in the
future when the event giving rise to the liability occurs.
The government may be able to withdraw from or avoid the
commitment until a future event giving rise to the liability
Trial on the Independent Audit
Predictably, the District took issue with the Tann, Brown &
Russ report, primarily the exclusion of perpetual park
operating and maintenance costs from the schedule of
contractual obligations. In January 2013, the District filed
objections to the independent auditor's report, objecting
" to the auditor's adverse opinion," and
requesting that " the [c]ourt strike that opinion and
rely solely on the auditor's schedule and render judgment
that the amount Lamar County owes" upon withdrawal
" is $18,985,536." The District argued that Tann,
Brown & Russ's refusal to characterize perpetual park
operating costs as contractual obligations was a " legal
Lamar County then filed responsive pleadings and the District
filed a rebuttal, including a rebuttal auditor report. In May
2013, the State of Mississippi intervened, filing a motion
for leave to file an amicus curiae brief. Lamar
County then filed a response to the District's rebuttal
and the State's amicus brief.
On August 19 and 20, 2013, the trial court held a hearing on
the District's objections. The District called four
witnesses: Scott Hodges (the Tann, Brown & Russ auditor who
performed the independent audit), Hiram Boone (executive
director of the District), George Decoux (comptroller of the
District), and Jim Koerber (the District's rebuttal
auditor). In response, Lamar County called John Adler (the
County's own expert accountant).
Testimony of Scott Hodges
Hodges explained that " [t]he contracts existed, but the
contracts did not require all of those expenditures. The
contracts only required continued use of the parks for
recreational purposes." Hodges further explained that
the historical costs the District used to calculate the
perpetual operating costs " were not required by those
contracts. Those costs were incurred, but they were not
required by the contracts." And Hodges noted that "
[i]t's availability of use, not a spending of money that
the [District's] contract[s] require[ ]." Hodges
elaborated on the point:
If [the perpetual park operating costs are] within their
control, it's not an obligation. An obligation is
something that . . . an outside force is obligating you to
do[,] not within your control. It's not your decision.
You're obligated by contract to do it. So by definition,
if it's within their control, it's not an obligation.
Hodges further explained, " [i]f an entity has a
contractual obligation, it should be disclosed in the annual
financial statements." The perpetual park operating
costs were never included in the District's financial
statements before Lamar County's withdrawal.
Finally, in explaining Tann, Brown & Russ's role in the
process, Hodges testified: " [o]ur job was to determine
if it was in accordance with the statute. And so, that's
what we did, is determine that [the perpetual park operating
costs] that [the District] included was not in accordance
with the statute." Hodges reiterated that the main focus
of the audit was to calculate what Lamar County owed under
Section 51-15-118, which was paramount in his mind to either
Financial Accounting Standards Board or Governmental
Accounting Standards Board standards.
Testimony of Hiram Boone
Hiram Boone, the executive director of the District,
testified about the District's value to the state and its
obligations. Boone emphasized that the District did more than
manage parks and that the District's responsibilities
included periodically inspecting dams and other flood-control
structures. Boone said these obligations required continued
support from the counties in the District. Boone also noted
that the water parks throughout the District spurred regional
economic growth and development.
However, during cross-examination, Boone conceded that the
District's obligations under the contracts were quite
Q. None of the contracts that Pat Harrison Waterway District
has with the federal government tells the Pat Harrison
Waterway District how it has to operate the facilities, does
A. Yes. We have certain responsibilities to the LCWF to
operate those structures.
Q. All it [says] you have to do is use them for outdoor
public recreation, correct?
A. That is part of it. When they were built, it was intended
for flood control, erosion control, flood protection
downstream as a water supply. They could be used for drinking
water, industrial or irrigation purposes. So those structures
are operated for multiple use besides recreation. Recreation
is one of the side benefits.
Q. I understand that. But with respect to the contracts that
the LWCF applied to.
Q. All they say is you need to operate them as outdoor public
recreation . . . [f]acilities, correct?
Q. Okay. They don't tell you how much money you have to
spend on them, do they?
A. No. But they--when you say properly maintained, it takes
whatever it does.
Further, Lamar County cross-examined Boone about the
District's low park entrance rates compared to other
Mississippi state parks. For example, the District charged
$30 per person for an annual individual entrance pass to its
parks, whereas the State of Mississippi charged $42 for the
same pass. The District also greatly undercut the State when
it came to annual boat-launch passes: $102
at a state park compared to just $65 at the District's
Testimony of George DeCoux
George DeCoux, the District's comptroller, testified that
the Tann, Brown & Russ auditors had never asked him if the
District could increase park user fees to balance its budget
and perpetually maintain its parks. During cross-examination,
DeCoux also confirmed that " on most things other than
camping and cabins," the District's park user fees
were less than State park user fees.
Testimony of Jim Koerber
Finally, the District called Jim Koerber, the District's
own certified public accountant and expert. Koerber had
" no problems" with the numbers in Tann, Brown &
Russ's audit, but he disagreed with Tann, Brown &
Russ's exclusion of perpetual park operating costs as
contractual obligations, because he believed that decision
was a legal conclusion outside the purview of a Certified
Public Accountant. He testified that " [t]here [wa]s no
accounting basis to exclude those contractual
Koerber also testified that he primarily relied on Financial
Accounting Standards concepts to classify the perpetual park
operating costs as contractual obligations, and that he
looked to Governmental Accounting Board standards when he
classified perpetual park operating costs as contractual
obligations, finding that those standards also justified his
classification. However, Koerber conceded that there was no
real difference between the two standards.
On cross-examination, the District challenged Koerber's
stance on including the perpetual park operating costs as
future contractual obligations:
Q. My question was, if you went to the Pat Harrison Waterway
District on September 6, 2011 and asked for contracts that
had these numbers that would be owed, due and payable at some
point in the future, there is no contract that contains those
A. Oh. That's correct . . . .
Q. I'm just trying to establish that unlike with
contractual obligations and the figures that are there, there
are no supporting contracts you could go lay your hands [on]
and say [" ]here are the amounts that are due and
payable under those contracts.[" ]
A. No, sir, it would not be specified in the contracts . . .
[,][b]ut I do want to be clear [ ] that . . . there would be
a cost to operate those contracts.
After Koerber testified, the District rested.
Testimony of John Adler
Lamar County then called John Adler, the County's own CPA
and expert, who testified that Tann, Brown & Russ conducted
the audit in accordance with generally accepted professional
auditing standards and accounting principles. Alder
unequivocally stated that Governmental Accounting Standards
Board principles should be used in determining whether the
perpetual park operating costs were contractual obligations.
Alder disagreed with Koerber and agreed with Tann, Brown &
Russ's exclusion of the perpetual park operating costs as
contractual obligations, because " there [wa]s no
contractual obligation that they spend money."
Trial Court's Ruling Excluding Perpetual
Park Operating Costs from the Schedule of Contractual
When the hearing concluded, Judge McGehee took the matter
advisement and later issued his ruling, adopting the Tann,
Brown & Russ audit's schedule of liabilities. Judge
McGehee found that Lamar County withdrew from the district on
September 6, 2011, and that an independent auditor had
determined that Lamar County's portion of "
contractual obligations . . . that [we]re outstanding on the
date of [the] [C]ounty's withdrawal" was $337,088.
Judge McGehee also found " that under the provisions of
Section 51-15-118, Lamar County [wa]s not responsible or
liable for perpetual park operating costs," and "
that perpetual park operating costs are not provided for in
Section 51-15-118." The trial court supported its
finding with the following reasons:
(a) Section 51-15-118 does not specify perpetual operating
costs as an obligation;
(b) Section 51-15-118 provides that the county is responsible
for those " that are outstanding on the date of such
county's withdrawal from the District," and there
were no such perpetual operating costs outstanding on
September 6, 2011;
(c) Section 51-15-118 provides that the determination shall
be by an independent audit and that has been done and
accomplished in accordance with the statute and by agreement
of the parties;
(d) Section 51-15-118 provides that the determination should
be made by a certified public accountant. The legislature, by
this provision, indicated its clear intent that accounting
standards would be applied in making the determination. The
applicable accounting standards in this case are promulgated
by the Governmental Accounting Standards Board ("
GASB" ). GASB standards, which were introduced . . .
during the hearing, do not support a finding that the
perpetual park operating costs fall within the specified
obligations of the withdrawing county;
(e) [T]he District's own financial records, its own prior
audits, do not include the claimed perpetual park operating
costs as a liability of the District;
(f) [T]he contracts that the District has with the federal
government . . . do not require the level of activity that
the District has assumed and there is no obligation upon the
District consistent with the position it takes and thus there
is no contractual obligation, liability[,] or indebtedness
relative thereto which can be imposed, in proportionate part,
upon the withdrawing county;
(g) [T]he contracts that the District contend give rise to
its claim for perpetual park operating costs do not
constitute contractual obligations or liabilities under GASB
standards which, under the statutory scheme as specified in
Section 51-15-118, must control;
(h) [E]ven if GASB does not control, the District's
position is not supported by any evidence other than its own
claim which is clearly contradicted by its own records;
(i) [A]s a footnote, the [c]ourt cannot conceive that the
legislature intended that a withdrawing county would be
responsible for operating costs in perpetuity because: (a) it
would be contrary to the whole concept of withdrawing--why
withdraw? (b) it specifically stated that the measuring date
is the date of withdrawal.
After Judge McGehee issued his thorough and well-reasoned
ruling, the District appealed to this Court.
The District raises two interrelated issues on appeal, first,
whether the District's contracts with the federal
government--requiring perpetual park operations and
maintenance--constitute contractual obligations under Section
51-15-118. Its second issue concerns whether, in order to
withdraw, Lamar County must pay $18,985,536, as it claims; or
$337,088, as found by the chancellor.
The State as amicus curiae argues that both the
purpose and broad language in Section 51-15-118 require Lamar
County to pay its portion of perpetual obligations under the
When we review a trial court's interpretation of a
statute--which is a question of law--we conduct a de
novo review. And while we give deference to a state
agency's interpretation of a governing statute--like the
District's argument that its duties under the federal
contracts are contractual obligations under Section
51-15-118--we will not defer when that interpretation "
is so plainly erroneous or so inconsistent with either the
underlying regulation or statute as to be arbitrary,
capricious, or contrary to the unambiguous language or best
reading of a statute." 
Before we engage in statutory interpretation, we look to the
statute to determine whether interpretation is necessary,
that is, whether the language is plain, unambiguous, and in
need of no interpretation. If so, we need go no
The District's duties to operate and maintain its water
parks and other improvements are not contractual
obligations under Section
We begin by noting Section 51-15-118's express provision
that the board of supervisors of any county in the District
" may elect to withdraw."  And when a county
elects to withdraw, it " shall be responsible for paying
its portion of any district bonds, contractual
obligations, and any other indebtedness and liabilities
of the district that are outstanding on the date of such
county's withdrawal from the district."
 And this amount " shall be
determined through an independent audit conducted by a
certified public accountant." 
We think the term " contractual obligations . . . that
are outstanding" as used in the statute is plain and
unambiguous. Contractual obligations that may, or may not,
arise in the future are not--in any sense of the word--"
outstanding" obligations; they are contingent
obligations that may, or may not, become outstanding
in the future. They certainly are not outstanding on the date
of the county's withdrawal from the district. Any
interpretation to the contrary would not, as the dissent
posits, be a " liberal" interpretation, but rather
a stark departure from, and rejection of, the requirements of
the statutory language.
The withdrawing county is required to pay for no more than
the contractual obligations that are "
outstanding," that is, that are definitely owed, as of
the date of its withdrawal. Our view is further buttressed by
the fact that the term " contractual obligations"
is sandwiched between " district bonds" and "
other indebtedness and liabilities," both of which
clearly speak to sums that are certain and outstanding.
The District would have us find that " contractual
obligations . . . that are outstanding" include future
obligations. We find nothing in the statute that obligates a
county, after withdrawal, to pay the District's future
maintenance and operational obligations that have not been
incurred and are not outstanding on the date of withdrawal.
Nor do we find anything in Lamar County's contracts that
obligates it to do so. Those future costs have not been
incurred, nor are they " outstanding," and their
amount is highly speculative.
It seems obvious to us--but not so obvious to the
dissent--that the statute requires us to examine the
contracts to determine whether the District's contracts
constitute outstanding contractual obligations. The
Legislature easily could have made a withdrawing county
obligated for all contractual obligations, including those
that are contingent on future events. But it did not.
Instead, the Legislature employed a precise modifier to the
phrase " contractual obligations." Rather than make
the withdrawing county liable for all contractual
obligations, the statute limits that liability to contractual
obligations that are " outstanding."
As the contracts show, the duty to share in future
maintenance and operational costs rests on those counties
that remain within the District when the costs are incurred.
The District's future operations and maintenance costs
were not presently due and owing when Lamar County withdrew
and the District has discretion in how these duties and
obligations will be fulfilled in the future.
As the federal contracts plainly provide--and as the
independent auditor noted--there is no requirement that the
District spend certain amounts every year maintaining the
parks. Nor is there anything inhibiting the District from
increasing its entrance fees or outsourcing its operation and
maintenance responsibilities to third parties in the future
to offset these costs.
Moreover, many of the District's federal contracts do not
require maintenance and operation of the structures beyond
their estimated life expectancy. Many of the structures--by
the District's own numbers--are at or nearing
obsolescence. When these structures are retired, the District
need only keep its properties open for public outdoor
recreational use to remain in compliance with its contractual
duties. So, these contractual obligations are not chargeable
to Lamar County, as the future sums were not outstanding when
Lamar County withdrew.
The meaning of " contractual obligations . . . that are
outstanding" in the statute also excludes the
District's future lease payments to the Army Corps of
Engineers. The lease is terminable by the District at any
time with thirty days' written notice. The lease
agreement provides the District the option to renew the lease
every month until 2018. So a month-to-month lease, with the
option to renew for a definite period of time, must be
excluded as a " contractual obligation . . . then
outstanding" under the statute because future lease
payments were not definitely required after September
2011. The District was free to cancel its
lease any time after Lamar County withdrew by giving thirty
days' written notice.
We also disagree with the District's characterization of
Tann, Brown & Russ's audit as providing a legal opinion
as to the meaning of the term " contractual obligations
. . . that are outstanding" in the withdrawal statute.
It is true that the Mississippi judiciary has the exclusive
authority to interpret the statutes of this
state. But Tann, Brown & Russ's
exclusion of the perpetual operations and maintenance costs
from " contractual obligations . . . that are
outstanding" under Section 51-15-118 was an accounting
decision required by the statute. Indeed, the statute
requires in plain and unambiguous language that the amount a
county owes " shall be determined through an independent
audit conducted by a certified public accountant."
 And while it is true that differing
opinions were submitted to the chancellor, the credibility
and evidentiary value of expert opinions is a matter left
squarely with the fact-finder. 
The District argues that if we follow a Texas Court of
Appeals decision, we will classify the District's duties
to perpetually operate and maintain its parks and structures
as contractual obligations. Given the clear,
unambiguous meaning of the statute's phrase "
outstanding contractual obligations," we need not resort
to another state's law. But even were we to do so, we
think the Texas case supports, rather than contradicts, our
In City of Pflugerville, the City already had
withdrawn from Capital Metro (a regional transit authority)
and was contesting whether certain multiyear contracts were
legally binding and enforceable. The City argued that
Capital Metro's multiyear contracts were not " not
legally binding contractual obligations" because the
contracts contained clauses providing that future "
'funding by Capital Metro is subject to appropriation of
funds in the annual budget.'"  The City further
agreed that " contracts with such language [wer]e
illusory or merely provide[d] Capital Metro the option to
Capital Metro countered that such clauses were required in
all governmental contracts and that such clauses appeared in
virtually all of Capital Metro's contracts.
The Texas court rejected the City's argument and found
that the contracts were indeed enforceable. Key to
the court's ruling was its finding that the "
subject-to-appropriation" clauses " neither g[ave]
Capital Metro the unbridled discretion to perform
nor render[ed] the contracts illusory."  After
finding that the contracts were legally binding, the court
then considered whether multiyear contracts fell within the
ambit of " contractual obligations" under the broad
and comprehensive Texas withdrawal statute. The Texas
court found that " [i]n the context of the statute, the
phrase 'contractual obligations' is reasonably
interpreted to mean any obligation undertaken by a transit
authority in the form of a contract."  So "
[t]he phrase 'contractual obligations' . . . includes
obligations undertaken by a transit authority arising under
multi-year contracts that are subject to appropriation of
funds in the budget of a transit authority."
First, we note that the contracts at issue in
Pflugerville and the District's contracts are
vastly different. While Capital Metro's contracts gave it
little discretion in how it performed, the District's
contracts provided limitless discretion. The LWCF and Soil
Conservation contracts simply require that the water parks
and structures be properly operated and maintained and remain
open to public use. And the lease agreement with the Army is
terminable at any time. We, like the Texas court, are
unwilling to find the District's contracts unenforceable,
but we note the wide discretion the District's contracts
provide in performing the operations and maintenance
Second, the future contracts that Pflugerville wanted
excluded are the same type of future contracts that Tann,
Brown & Russ classified as contractual obligations in its
independent audit. Tann, Brown & Russ included in the
schedule of contractual obligations the District's future
project grant commitments and some operating lease and
service contract obligations. These definite contracts, like
Capital Metro's contracts, leave little discretion in how
performance is rendered and are currently outstanding.
Finally, and most importantly, we note a glaring difference
in the Texas withdrawal statute and Section 51-15-118. Our
statute speaks in terms of contractual obligations that are
" outstanding" when a county withdraws. The broad
Texas statute includes as contractual obligations "
capital or other expenditures" for future years and any
other amount needed to prevent the transit authority from
defaulting on its obligations. The Texas withdrawal statute
does not limit " contractual obligations" to
outstanding obligations due on the date of withdrawal.
We make the same observation Judge McGehee astutely made in
his ruling: if a withdrawing county must pay to perpetually
operate and maintain the District's water parks and other
structures, why would the Legislature have created a
withdrawal statute in the first place?
In short, the term " contractual obligations . . . that
are outstanding" under Section 51-15-118 do not
encompass future obligations that are not outstanding,
including the District's perpetual maintenance and
operation duties. We find that Lamar County is not
responsible for paying these perpetual costs before it may
exercise its right to withdraw. And because the meaning of
" contractual obligations . . . that are
outstanding" is plain and unambiguous under our statute,
no further interpretation is needed.
We must reject the dissent's suggestion that the statute
is ambiguous, and that Section 51-15-101 mandates his
interpretation. The dissent's logic essentially boils
down to this: Because (1) the ambiguous statute must be
construed to support the District's purposes, which are
to continue to maintain and operate the waterway, and (2) the
District's viability depends on financial support of the
counties, it necessarily follows that the withdrawal statute
must be interpreted to keep counties in the District by
imposing the highest hurdles to withdrawal. This logic is
based on the flawed assumption that the District's
viability, its ability to fulfill its purpose, will be
weakened if a county withdraws.
First, under the contracts in place, the dissent cannot say
that Lamar County's withdrawal will deprive the District
of resources. The financial burden for operating the
District, ultimately, is upon the State of Mississippi. So,
if the remaining counties are unable or unwilling to continue
those obligations in the future, the State has the
responsibility for compliance with its contracts. And, as
discussed above, the District exercises expansive authority
to opt out of maintaining many facilities after they reach
their life expectancy, which many already have done,
obviating many of the costs in question.
So Lamar County's withdrawal will not threaten the
District's purposes, it will simply shift the burden of
paying to achieve those purposes to the other counties and/or
the State of Mississippi. The dissent partially acknowledges
as much by saying: " Should today's result lead to a
mass exodus, woe to the last county standing that would alone
bear the contractual
obligations the majority holds do not exist." The
dissent fails to point out that the " last county
standing" has the option to opt out and shift the burden
to the State of Mississippi, which entered the contracts with
the federal government to begin with. Rather than
accomplishing Section 51-15-101's dictate that the
statutes be construed to best serve the District's
purposes, the dissent's interpretation imposes its view
as to who should bear those costs.
The chancellor did not err when he found that Lamar County
owed $337,088 under Section
Having found that the District's perpetual park operating
costs are not properly classified as contractual obligations
under the statute, we next address whether the chancellor
erred in finding that Lamar County owed $337,088 to withdraw.
We give deference to a chancellor's factual findings when
supported by substantial evidence, and we will not overturn
those findings on appeal " unless the Court can say with
reasonable certainly that the chancellor abused his
discretion, was manifestly wrong, clearly erroneous[,] or
applied an erroneous legal standard."  In a
bench trial, the trial judge has the " sole
authority" to determine the credibility of witnesses and
evaluate their testimony.
Since Judge McGehee applied the correct legal standard, we
cannot say from the evidence presented that his finding that
Lamar County owed $337,088 to withdraw under Section
51-15-118 was not supported by substantial evidence and was
an abuse of discretion, manifestly wrong, or clearly
As we noted in great detail above, we fully agree that the
District's operation and maintenance obligations under
the LWCF, Soil Conservation, and State Heritage contracts
were properly excluded as contractual obligations. We also
agree that the District's lease agreement with the Army
Corps of Engineers was properly excluded as a contractual
obligation because the District was not required to continue
the lease agreement after Lamar County's withdrawal, and
any future lease payments were not presently due and owing on
the date Lamar County withdrew.
So we affirm the chancellor's finding that Lamar County
owes $337,088 under the withdrawal statute.
The judgment of the chancery court is affirmed. The
District's duties to perpetually operate and maintain its
parks under its federal contracts are not " contractual
obligations . . . that are outstanding" under Section
51-15-118. And Lamar County's obligation to complete its
September 6, 2011, withdrawal from the Pat Harrison Waterway
District is $337,088.
C.J., RANDOLPH, P.J., LAMAR AND KING, JJ., CONCUR. COLEMAN,
J., DISSENTS WITH SEPARATE WRITTEN OPINION JOINED BY
KITCHENS, CHANDLER AND PIERCE, JJ.
I dissent because, in my opinion, the majority's holding
ignores a directive
from the Legislature -- which it has every right to enact and
every right to expect the courts of the state to follow --
that mandates that the act creating the Pat Harrison Waterway
District be liberally construed to effect the purposes for
which it was passed, including the preservation of the
District. See 5K Farms, Inc. v. Miss. Dep't
of Revenue, 94 So.3d 221, 227 (¶ 21) (Miss. 2012)
(" [T]he courts are without the right to substitute
their judgment for that of the Legislature as to the wisdom
and policy of the act and must enforce it, unless it appears
beyond all reasonable doubt to violate the
Constitution." ) (quoting Pathfinder Coach Div. of
Superior Coach Corp. v. Cottrell, 216 Miss. 358, 362, 62
So.2d 383, 385 (1953)). As more fully discussed below, the
Legislature directed in the clearest possible terms that the
creation of the Pat Harrison Waterway District was "
necessary and essential " to the general
welfare of the entire state. Miss. Code Ann. § 51-15-101
(Rev. 2003) (emphasis added).
When faced with such clear language from that branch of
government whose prerogative is to set public policy for the
state, I believe the Court should realize that the
Legislature severely limited, if not rendered nonexistent,
the Court's power to interject its own opinion regarding
what interpretation of the statute in question constitutes
better public policy. Dialysis Solutions, LLC v. Miss.
State Dep't of Health, 96 So.3d 713, 716 (¶ 7)
(Miss. 2012); Miss. Const. art. 1, § 2 (no member or
group of members of one branch of government may exercise
powers belonging to another branch); see also
Nat'l Fed'n of Indep. Bus. v. Sebelius,132
S.Ct. 2566, 183 L.Ed.2d 450 (2012) (Justices and judges
" possess neither the expertise nor the prerogative to
make policy judgments." ).
The majority's opinion commits two fatal errors. First,
the majority engrafts upon the statute its own meaning by
concluding that the meaning of " contractual obligations
. . . that are outstanding" is " contractual
obligations . . . owed as of the date of its
withdrawal." (Maj. Op. 51) (emphasis added). It
then equates " owed" -- and therefore the word
outstanding -- as an amount previously incurred, and not
speculative. In essence, the majority concludes Lamar County
is obligated to pay only on contractual obligations that it
previously incurred, rather than obligations that
are outstanding. In light of the Section 51-15-101
mandate regarding the necessity of the District and the
manner in which the act must be interpreted, I question
whether such a result can jibe with the controlling statutes.
It is certainly a result that lends ease to the departure of
any county from the district and greatly increases the chance
that the district would cease to exist due to withdrawal of
all member counties.
Second, the majority declared Section 51-15-118 to be plain
and unambiguous -- having a clear and definite meaning.
Therefore, they " need go no further," yet they do.
(Maj. Op. ¶ 48). When a statute is plain and
unambiguous, the Court has stated that " the
Legislature shall be deemed to have intended to mean
what they have plainly expressed, and, consequently, no room
is left for construction in the application of such a
law." Conway, 173 So.2d at 415 (emphasis added)
(citing Wilson v. Yazoo & M.V.R. Co., 192 Miss. 424,
6 So.2d 313 (1942)). Thus, the majority's opinion need
not ruminate at such length upon distinguishing our statute
from a Texas statute, considering the subject matter of the
statute (i.e., the contracts), and considering the purposes
and objectives of the statute. The majority engages in a
interpretation, by picking and choosing the interpretations
that allow it to reach its policy-driven conclusion.
I am of the opinion -- and the majority's
pseudo-statutory interpretation inherently supports my
opinion -- that Section 51-15-118 is not plain and
unambiguous. In determining whether a statute is ambiguous or
unambiguous, the Court looks to the words of the statute.
Miss. Dep't of Revenue v. Miss. Power Co., 144
So.3d 155, 160 (Miss. 2014). In the instant case, the parties
disagree on the meaning of outstanding as used in the
statute. The District contends outstanding refers to a
party's duties under the life of a contract. The duties
may be duties performed in the past, present, or future; and
they may not always be easily quantified. Lamar County
contends outstanding refers to a specific and known -- albeit
unpaid -- amount of money under a contract. It states that
the federal contracts do not " require the District to
expend any specific monetary amount in maintaining and
operating the properties." It argues that " Lamar
County has no obligation to pay speculative future operating
costs of the District." As a result, Lamar County's
definition of outstanding results in an easily quantified
amount owed, which is consistent with the result below.
The majority fails to directly address the confusion over the
correct interpretation of outstanding. It first states that
" contractual obligations . . . that are
outstanding" means " contractual obligations owed
as of the date of [a county's] withdrawal" and does
not apply to " future maintenance and operational
obligations." (Maj. Op. ¶ 51-52). Thus, it
concludes that future obligations are not contractual
obligations. It then turns its analysis to the speculative
nature of the future obligations. Even though it claims the
statute is unambiguous, it goes so far as to distinguish the
instant case from City of Pflugerville v. Capital
Metropolitan Transportation Authority, 123 S.W.3d 106
(Tex.Ct.App. 2003), by concluding that the District's
contracts provide " limitless discretion," unlike
the contracts at issue in Pflugerville. In essence,
the majority adopts Lamar County's argument that the
future obligations must be knowable at the time of departure
from the district. However, the majority takes Lamar
County's argument a step further by concluding that the
obligations imposed by the contracts constitute contractual
duties that are rendered a legal nullity by the
district's discretion in fulfilling the duties.
Where a statute garners three -- or at least two-and-a-half
-- different possible interpretations, I think it an
unprecedented leap to deem the statute clear, plain, and
unambiguous. I would hold Section 51-15-118 to be ambiguous
and subject to thorough statutory interpretation.
The primary rule of construction is to ascertain the intent
of the legislature from the statute as a whole and from the
language used therein. Where the statute is plain and
unambiguous there is no room for construction, but where it
is ambiguous the court, in determining the legislative
intent, may look not only to the language used but also to
its historical background, its subject matter, and the
purposes and objects to be accomplished.
Bailey v. Al-Mefty, 807 So.2d 1203, 1206 (Miss.
2001) (quoting Clark v. State ex rel. Miss. State Med.
Ass'n, 381 So.2d 1046, 1048 (Miss.1980)). Further,
the Court has stated that " legislative intent must be
determined from the total language of the act and not from
one section thereof considered apart from the
remainder." Lee v. Alexander, 607 So.2d 30, 36
(Miss. 1992) (citing Pearl River Valley Water Supply
Dist. et al. v. Hinds Cnty., et al., 445 So.2d 1330
(Miss.1984)); see also Capital One Servs., Inc.
v. Page, 942 So.2d 760, 763 (Miss. 2006) (" The
polestar consideration for this Court is legislative
Section 51-15-118 reads:
The withdrawing county shall be responsible for paying its
portion of any district bonds, contractual obligations, and
any other indebtedness and liabilities of the district that
are outstanding on the date of such county's withdrawal
from the district. The withdrawing county's portion of
such liabilities, obligations and indebtedness shall be
determined through an independent audit conducted by a
certified public accountant. The board of supervisors of the
withdrawing county shall provide the sum that is required by
this section either by appropriation from any available funds
of the county or by levy. Such board of supervisors may
borrow funds as needed to satisfy the withdrawing
county's portion of the liabilities, obligations and
indebtedness of the district as required herein.
Miss. Code Ann. § 51-15-118 (Rev. 2003). The statute as
enacted provides that a withdrawing county must pay its
contractual obligations " that are outstanding on the
date of such county's withdrawal." 
Id. Notably, the statute further allows the county
to borrow from the state " to satisfy the withdrawing
county's portion of the liabilities, obligations and
indebtedness of the district." Id.
Beyond Section 51-15-118, the Legislative schema on the
District states that it was created and codified in 1962.
Miss. Code Ann. § 51-15-101 (Rev. 2003). The Legislature
also stated the purpose of the District:
It is further determined and declared that the preservation,
conservation, storage, and regulation of the waters of the
Pat Harrison Waterway District overflow waters for domestic,
municipal, commercial, industrial, agricultural, and
manufacturing purposes, for recreational uses, for flood
control, timber development, irrigation, and pollution
abatement are, as a matter of public policy, for the general
welfare of the entire people of the state.
The creation of the Pat Harrison Waterway District is
determined to be necessary and essential to the
accomplishment of the aforesaid purposes, and this article
operates on a subject in which the state at large is
interested. All the terms and provisions of this article
are to be liberally construed to effectuate the purposes
herein set forth, this being a remedial law.
Miss. Code Ann. § 51-15-101 (emphasis added). Reading
Section 51-15-118 in conjunction with Section 51-15-101 makes
it clear that Section 51-15-118 should be liberally construed
to preserve the District, which the Legislature labeled as
" necessary and essential" to accomplish matters of
public policy in furtherance of the general welfare. Miss.
Code Ann. § 51-15-101, see also Tunica
County v. Hampton Co. Nat'l Sur., LLC, 27 So.3d
1128, 1133 (Miss. 2009) (" It is a general rule that in
construing statutes this Court will not only interpret the
words used, but will consider the purpose and policy which
the legislature had in view of enacting the law. The court
will then give effect to the intent of the legislature."
). Rendering an opinion that outstanding refers only to
contractual obligations that are " presently due and
owing" does not construe the statute
to preserve the necessary and essential district. Under the
majority's holding, Lamar County will not pay for
contractual obligations that stem from eight contracts
entered into by the District prior to September 6, 2011, but
Lamar County will continue to reap some benefit from the
contracts. To bolster my interpretation of the statute, I
would point out that the contractual obligations at issue do
not cease with Lamar County's withdrawal. Rather, their
yoke survives only to be shouldered by the remaining members
of the district. Should today's result lead to a mass
exodus, woe to the last county standing that would alone bear
the contractual obligations the majority holds do not exist.
The majority's rather nonchalant response to my concerns
appears in two parts. First, the majority points out that
some of the contractual obligations at issue can be changed
by the district or are ill-defined. In other words, while
they exist at the time of the county's withdrawal, they
cannot be said to be outstanding because they might change.
Second, the majority writes that if all counties withdraw,
any remaining contractual obligations (that the majority
holds today do not exist) simply fall back into the lap of
the State of Mississippi. In other words, despite the clear
legislative directive that we should interpret the act
creating the Waterway liberally with the goal of effectuating
its purposes and clear legislative language establishing
that, as a matter of public policy, the Pat Harrison Waterway
District is necessary and essential, when pressed, the
majority writes that the demise of the district is, in so
many words, no big deal.
The majority has thoroughly summarized the eight contracts at
issue under Section 51-15-118. (Maj. Op ¶ ¶ 4-12)
However, examining the contracts does not provide much aid in
determining whether the contracts constitute outstanding
contractual obligations. It is undisputed that the District
has perpetual contractual duties under seven of the eight
contracts. The dispute lies in whether or not the contractual
duties must be presently due, specific, and owing to be
Turning to case law, to garner a definition of outstanding,
the United States Supreme Court has stated that outstanding
contracts may need to be valued, if they have no specific
monetary amount. Polk v. Mut. Reserve Fund Life Ass'n
of New York, 207 U.S. 310, 324, 28 S.Ct. 65, 52 L.Ed.
222 (1907) (" A very large part of the liabilities of
any insurance company is upon outstanding contracts of
insurance, not due and therefore not capable of exact
measurement. Such liabilities can only be estimated or
'valued.'" ). While Polk deals with the
issue of insurance and not federal contracts, the Supreme
Court's determination in Polk makes it clear
that something need not be due nor capable of exact
measurement to be considered outstanding. Thus,
Polk is at odds with the majority's bold
assertion that obligations which are " future costs
[that] have not been incurred and . . . [are] highly
speculative" are not outstanding contractual
The District was created to ensure the general welfare of the
by controlling and preserving the surface waters of the
state. The Legislature made certain we are to interpret the
statutes to preserve the district. See Miss. Code.
Ann. § 51-15-101. Given the liberal interpretation
afforded us by the Legislature and the Supreme Court's
statement in Polk that outstanding is not required
to mean capable of exact measurement nor due, I wholly
disagree with the majority.
As a final note, the majority states that defining the "
contractual obligations . . . that are outstanding" is
" an accounting decision as required by the
statute." (Maj. Op. ¶ 58). It concedes that
differing opinions were submitted to the fact-finder -- on
the meaning of the statute. However, it then wraps the
meaning of the statute neatly into the blanket of the expert
opinions by concluding that the fact-finder's role was to
weigh the " credibility and evidentiary value" of
the expert opinions. I respectfully disagree. The majority
seemingly disregards the well established rule that statutory
interpretation is a matter of law. Noone v. Noone,
127 So.3d 193, 195 (Miss. 2013). Thus, the role of the
auditor is to determine the value of the contractual
obligations that the court deems are outstanding
The question of whether and to what extent the Court humbles
itself and chooses to abide by its role in the
constitutional, three-branch framework of our state's
constitution when it considers matters of public policy --
which, in the instant case, the Legislature has clearly
decided for us -- implicates the most fundamental and
important principle of our chosen form of government. "
Frequently an issue of this sort will come before the Court
clad, so to speak, in sheep's clothing: the potential of
the asserted principle to effect important change in the
equilibrium of power is not immediately evident, and must be
discerned by a careful and perceptive analysis."
Morrison v. Olson, 487 U.S. 654, 699, 108 S.Ct.
2597, 101 L.Ed.2d 569 (1988) (Scalia, J., dissenting). When
venturing into the arena of public policy, I believe the
Court must check its ego at the door and pay all deference to
the Legislature's pronouncements of it, and today I fear
we fail to do so. Because the stakes include nothing less
than the continued viability of an entity whose raisons
d'etre the Legislature deems to be necessary and
essential to the people of Mississippi -- not to mention
millions of dollars, I echo Justice Scalia and note that, in
the instant case, the wolf in question " comes as a
wolf." Morrison, 487 U.S. at 699.
Accordingly, I respectfully dissent.
CHANDLER AND PIERCE, JJ., JOIN THIS OPINION.
Miss. Code Ann. § 51-15-103 (Rev.
2003). In addition to Lamar County, the fourteen counties
originally included in the District were Clarke, Covington,
Forrest, George, Green, Jackson, Jasper, Jones, Lauderdale,
Newton, Perry, Smith, Stone, and Wayne Counties.
Miss. Code Ann. § 51-15-129 (Rev.
These include: (1) the United States
Department of the Interior's Land and Water Conservation
Fund; (2) the United States Department of Agriculture's
Natural Resources Conservation Service through programs with
the Soil Conservation Service and National Watershed
Protection and Flood Prevention Act Program; (3) the United
States Army Corps of Engineers; and (4) the Mississippi
Natural Heritage Program.
Parks established under the LWCF program
include: (1) Flint Creek Water Park in 1967; (2) Archusa
Creek Water Park in 1969; (3) Little Black Creek Water Park
in 1970; and (4) Maynor Creek Water Park in 1972.
Parks established through the Soil
Conservation Service and National Watershed programs include:
(1) Dry Creek Water Park in 1966; (2) Turkey Creek Water Park
in 1967; and (3) Big Creek Water Park in 1979. The District
also received funding through this same program for the
creation and operation of a flood control structure at
Sowashee Creek in 1971.
Miss. Code Ann. § 51-15-118 (Rev.
In Note 6 accompanying the schedule, Tann,
Brown & Russ explained that it had calculated the perpetual
park operating costs using the Gordon Growth Method. The
Gordon Growth Method is formula used to calculate the future
value of businesses and other assets based on the assumption
that future revenues, expenses, and other costs will continue
to grow at a constant rate. All expert accountants in this
case agreed that the Gordon Growth Method was an appropriate
method for calculating the District's perpetual park
Tellus Operating Grp., LLC v. Tex.
Petroleum Inv. Co., 105 So.3d 274, 278 (Miss. 2012)
(citing Laurel Ford Lincoln-Mercury, Inc. v.
Blakeney, 81 So.3d 1123, 1125 (Miss. 2012)) ("
Questions of law, such as statutory interpretation, are
subject to a de novo standard of review." ).
Miss. State & School Emps.' Life
& Health Plan v. KCC, Inc., 108 So.3d 932, 939 (Miss.
2013) (citing Diamond Grove Ctr., LLC v. Miss. State
Dep't of Health, 98 So.3d 1068, 1071 (Miss.
Miss. Methodist Hosp. & Rehab. Ctr.,
Inc. v. Miss. Div. of Medicaid, 21 So.3d 600, 607 (Miss.
2009) (citing In re Guardianship of Duckett, 991
So.2d 1165, 1181 (Miss. 2008)) (" This Court will not
engage in statutory interpretation if a statute is plain and
Miss. Methodist Hosp. & Rehab. Ctr.,
Inc., 21 So.3d at 607.
Miss. Code Ann. § 51-15-118.
 See Wilson v. Wood, 84
Miss. 728, 36 So. 609, 609 (1904) (citing Usher v.
Moss, 50 Miss. 208 (1874)) (" Where the letting is
'by the month,' to continue for an indefinite period,
according to the wishes of the contracting parties, the
tenancy can only be terminated at the end of the monthly term
then pending, upon notice duly given. This is the evident
intent of the law." ).
Miss. Ins. Guar. Ass'n v. Cole ex
rel. Dillon, 954 So.2d 407, 412 (Miss. 2007) (citing
Miss. Dep't of Transp. v. Allred, 928 So.2d 152,
156 (Miss. 2006)) (" It is our duty to interpret the
statutes enacted by the Legislature, and to neither broaden
nor restrict the legislative act." ).
Miss. Code Ann. § 51-15-118.
 See Univ. Med. Ctr. v.
Martin, 994 So.2d 740, 748 (Miss. 2008) (citing
Scott Addison Constr., Inc. v. Lauderdale Cnty. Sch.
Sys., 789 So.2d 771, 773 (Miss. 2001)) ("
Regardless of what this Court might have decided had it been
sitting as the fact[-]finder, the trial court's findings
must not be disturbed merely for adopting the testimony of
one party's expert while disregarding that of the other
party's experts." ).
City of Pflugerville v. Capital
Metro. Transp. Auth., 123 S.W.3d 106 (Tex.Ct.App.
Id. at 108.
Id. at 108-110.
Id. at 110.
Id. (emphasis added).
Id. at 111. Texas Transportation
Code Section 451.611(b), the relevant statutory provision,
(b) An authority's outstanding obligations under
Subsection (A)(1)(A) is the sum of:
(1) the obligations of the authority authorized in
the budget of, and contracted for by, the authority; (2)
outstanding contractual obligations for capital or other
expenditures, including expenditures for a subsequent year,
the payment of which is not made or provided for from the
proceeds of notes, bonds, or other obligations; (3) payments
due or to become due in a subsequent year on notes, bonds, or
other securities or obligations for debt issued by the
authority; (4) the amount required by the authority to be
reserved for all years to comply with financial covenants
made with lenders, note or bond holders, or other creditors
or contractors; and(5) the amount necessary for the full and
timely payment of the obligations of the authority, to avoid
a default or impairment of those obligations, including
City of Pflugerville, 123 S.W.3d at 111
(citing Tex. Transp. Code Ann. § 451.611(b) (West
City of Pflugerville, 123 S.W.3d
Id. at 113.
 See Miss. Bar v.
Pierce, 84 So.3d 21, 24 n.11 (Miss. 2011) (Dickinson,
J., dissenting) (likening the Mississippi Bar's rule
prohibiting members from resigning to the fictional Hotel
California, which allowed guests to check out at any time but
would never let them leave).
 See, e.g., Diamond Grove
Ctr., LLC, 98 So.3d at 1072 (citing Miss. Methodist
Hosp. & Rehab. Ctr., Inc., 21 So.3d at 607) ("
[W]hen a statute is plain and unambiguous, and conveys a
clear and definite meaning, there is no occasion to resort to
rules of statutory interpretation." ).
Estate of Crowell v. Estate of
Trotter, 151 So.3d 194, 198 (Miss. 2014) (quoting
Barton v. Barton, 790 So.2d 169, 175 (Miss.
Univ. of Miss. Med. Ctr. v.
Pounders, 970 So.2d 141, 146 (Miss. 2007) (citing
Pride Oil Co. v. Tommy Brooks Oil Co., 761 So.2d
187, 193 (Miss. 2000)).
The majority concludes, and I agree, that
Lamar County's withdrawal date is September 6, 2011;
however, withdrawal on September 6, 2011, is not complete
until it pays $337,088. (Maj. Op.¶ 74).
It is worth noting that holding
outstanding to include contractual obligations not
presently due nor capable of exact measurement does not
foreclose a court from holding outstanding to refer to
contractual obligations due or capable of exact measurement.
See Meissner v. Paulson, 212 Cal.App.3d
785, 788, 260 Cal.Rptr. 826 (1989) (stating that an
outstanding contractual obligation is the unpaid rent
obligation); Broadway Nat'l Bank of Bayonne v.
Parking Auth. of City of Bayonne, 40 N.J. 227, 191 A.2d
169, 171 (N.J. 1963) (" [T]he Parking Authority had
outstanding contractual obligations in the amount of