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STATE OF MICHIGAN 

COURT OF APPEALS 

SOLO CUP OPERATING CORPORATION, 

 Plaintiff-Appellant, 

UNPUBLISHED 

December 20, 2016 

v No. 327766 

Court of Claims 

DEPARTMENT OF TREASURY, LC No. 14-000014-MT 

 Defendant-Appellee. 

SOLO CUP OPERATING CORPORATION, 

 Plaintiff-Appellant, 

v No. 332891 

Court of Claims 

DEPARTMENT OF TREASURY, LC No. 15-000121-MT 

 Defendant-Appellee. 

Before: M. J. KELLY, P.J., and O’CONNELL and BECKERING, JJ. 

PER CURIAM. 

 These consolidated tax cases involve the Michigan business tax (MBT) liability of 

plaintiff Solo Cup Operating Corporation, an out-of-state corporation, for the 2009 through 2011 

tax years. In Docket No. 327766 regarding the 2009 tax year, plaintiff appeals the Court of 

Claims’ opinion and order granting summary disposition to defendant Department of Treasury 

under MCR 2.116(C)(4) (lack of subject matter jurisdiction). In Docket No. 332891 pertaining 

to the 2009 through 2011 tax years, plaintiff appeals the Court of Claims’ final judgment 

granting partial summary disposition for defendant under MCR 2.116(I)(1) (pleadings compel 

judgment as a matter of law). We affirm. 

I. PERTINENT FACTS AND PROCEDURAL HISTORY 

 For the tax years at issue in both appeals, plaintiff timely filed its MBT returns electing to 

use a three-factor apportionment formula to calculate its tax base under Article IV of the 

Multistate Tax Compact (Compact), as incorporated into Michigan law under then-existing MCL 
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205.581. Defendant disallowed plaintiff’s election of this methodology in each of these tax years 

based on MCL 208.1301 of the Michigan Business Tax Act (MBTA), which mandated use of a 

sales-factor apportionment formula.1

 

 Litigation between the parties ensued and, in the interim, the Michigan Supreme Court 

decided IBM v Dep’t of Treasury, 496 Mich 642, 657-659; 852 NW2d 865 (2014), in which the 

Court held that the MBTA did not repeal the Compact’s three-factor apportionment formula and 

that out-of-state taxpayers, like plaintiff, were eligible to use the formula for the 2008 through 

2011 tax years. Shortly thereafter, the Legislature passed 2014 PA 282 (PA 282), which 

retroactively repealed the Compact and required all MBT taxpayers to apportion their tax base 

using the MBTA’s sales-factor apportionment formula beginning January 1, 2008. 2014 PA 282. 

This Court upheld PA 282 against multiple constitutional challenges in Gillette Commercial 

Operations North America & Subsidiaries v Dep’t of Treasury, 312 Mich App 394; 878 NW2d 

891 (2015). Notwithstanding the Gillette Court’s holding, plaintiff’s substantive claims for a 

refund in Docket No. 332891 are predicated on the purported unconstitutionality of PA 282. 

Plaintiff’s appeal in Docket No. 327766 is predicated on an alleged error in the determination 

that the court lacked subject-matter jurisdiction regarding the 2009 tax year. 

A. DOCKET NO. 327766 

 For the 2009 tax year, plaintiff timely filed its Michigan Business Tax (MBT) return, 

reflecting an overpayment of $58,676 and requesting that this amount be carried forward to the 

next tax year. This overpayment resulted from plaintiff’s use of the Compact’s three-factor 

apportionment formula. 

 As noted, defendant rejected plaintiff’s apportionment method and issued to plaintiff an 

MBT Annual Return Notice of Additional Tax Due (hereinafter, Initial Notice) for the 2009 tax 

year, assessing plaintiff an additional MBT tax liability of $52,248, including interest and 

 

1

 Articles III(1) and IV of the Compact allowed a business to elect to apportion income using an 

equally-weighted, three-factor apportionment formula based on a business’s sales, property, and 

payroll. See Gillette Commercial Operations North America & Subsidiaries v Dep’t of 

Treasury, 312 Mich App 394, 402; 878 NW2d 891 (2015). Effective January 1, 2008, the 

Legislature enacted the MBTA, MCL 208.1101 et seq., which provided that “each tax base 

established under this act shall be apportioned in accordance with this chapter.” MCL 

208.1301(1) (emphasis added). MCL 208.1301(2) of the MBTA provided for an apportionment 

formula based solely on a sales factor and made no mention of the three-factor apportionment 

formula. Effective May 26, 2011, the Legislature amended the Compact’s election provision, 

MCL 205.581, art III and IV, to require, beginning January 1, 2011, taxpayers subject to the 

MBTA “to apportion and allocate in accordance with the provisions of [the MBTA] and shall not 

apportion or allocate in accordance with article IV [of the Compact].” 2011 PA 40 (PA 40). As 

a result of the enactment of the MBTA and PA 40, a legal question existed whether the 

Legislature had intended for the MBTA to repeal the Compact’s election provision or whether, 

for tax years before May 2011, taxpayers could still utilize the Compact’s election. 
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penalties. Plaintiff submitted a Letter of Disagreement in response to the Initial Notice, but its 

response was untimely. Consequently, defendant issued to plaintiff an Intent to Assess Bill for 

Taxes Due, to which plaintiff did not respond. Ultimately, defendant issued to plaintiff a Final 

Bill For Taxes Due (hereinafter Final Assessment) in November 2012. Plaintiff did not appeal 

the decision to the Court of Claims until over a year later in January 2014, after it had received 

defendant’s October 2013 response to plaintiff’s Letter of Disagreement. In its complaint, 

plaintiff alleged that it had “timely filed an MBT return for the Year in Issue, reflecting an 

overpayment of MBT in the amount of $58,676 and requesting that such overpayment be carried 

forward to the next tax period.” 

 Defendant answered plaintiff’s complaint and moved for summary disposition under 

MCR 2.116(C)(4), alleging that the Court of Claims lacked subject-matter jurisdiction. The 

Court of Claims agreed, finding that plaintiff failed to file its claim of appeal within 90 days of 

the Final Assessment and pay the tax under protest before appeal, which the court concluded was 

required by MCL 205.22(1) and (2). The Court of Claims’ opinion and order, issued February 

18, 2015, however, did not have the opportunity to consider a new MBT Annual Return Notice 

of Additional Tax Due (hereinafter Superseding Notice) and Final Bill for Taxes Due Corrected 

(hereinafter Corrected Final Assessment) for the 2009 tax year, which defendant had issued to 

plaintiff three days before the court issued its opinion and order. 

B. DOCKET NO. 332891 

 Plaintiff paid under protest the amount due under the 2009 Superseding Notice and 

Corrected Final Assessment, as well as the amounts due under the final assessments for the 2010 

and 2011 tax years. As in 2009, plaintiff had elected to apportion its Michigan income using the 

three-factor apportionment formula under Article IV of the Compact and defendant had denied 

plaintiff’s election of this methodology for both the 2010 and 2011 tax years. 

 In May 2015, plaintiff filed a three-count complaint for a refund regarding its MBT 

liability for the 2009 through 2011 tax years, specifically challenging the 2009 Corrected Final 

Assessment that plaintiff had not challenged in the prior litigation. Count I alleged that 

defendant’s rejection of plaintiff’s election of the three-factor apportionment formula violated 

the Compact and Michigan law; Count II alleged that defendant’s denial of the same violated the 

Contracts Clause and Due Process Clause of the United States and Michigan Constitutions and 

the Commerce Clause of the United States Constitution; and Count III requested abatement of 

penalties for the years in issue. 

 In June 2015, the Court of Claims sua sponte granted defendant partial summary 

disposition as to Counts I and II under MCR 2.116(I)(1). The court reasoned that PA 282, in 

which the Legislature retroactively repealed the Compact and which the Court of Claims had 

previously held withstood constitutional challenge, applies and negated plaintiff’s claim for 

relief. After granting plaintiff partial relief as to its abatement of penalties claim, the Court of 

Claims entered a final judgment that plaintiff now appeals only as to Counts I and II. 
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II. STANDARD OF REVIEW 

 This Court reviews a summary disposition motion under MCR 2.116(C)(4) and (I)(1) de 

novo. Toaz v Dep’t of Treasury, 280 Mich App 457, 459; 760 NW2d 325 (2008); Sobiecki v 

Dep’t of Corrections, 271 Mich App 139, 141; 721 NW2d 229 (2006). Judgment under MCR 

2.116(C)(4) is proper if the court lacks subject-matter jurisdiction over the matter at issue. 

Further, a court shall render judgment without delay under MCR 2.116(I)(1) “[i]f the pleadings 

show that a party is entitled to judgment as a matter of law, or if the affidavits or other proofs 

show that there is no genuine issue of material fact . . . .” However, “appellate courts will sua 

sponte refuse to hear cases that they do not have the power to decide, including cases that are 

moot[.]” People v Richmond, 486 Mich 29, 35; 782 NW2d 187 (2010). Whether a case is moot

is a question this Court reviews de novo. See Thomas M Cooley Law Sch v Doe 1, 300 Mich 

App 245, 254; 833 NW2d 331 (2013). 

III. DOCKET NO. 327766 

 In Docket No. 327766, plaintiff argues that the original 2009 Final Assessment is “no 

longer legally effective” because defendant’s Superseding Notice and Corrected Final 

Assessment rescinded the Final Assessment. It follows, according to plaintiff, that the Final 

Assessment “cannot possibly act as a bar to this action[.]” 

 We agree with plaintiff that the Final Assessment at issue in Docket No. 327766 is 

legally void. In February 2015, before the Court of Claims issued its opinion and order in this 

case, but apparently unbeknownst to the court, plaintiff received a Superseding Notice indicating 

that “[t]his notice supersedes prior [MBT] notifications for [the 2009 tax year]” (emphasis 

added). The notice further indicated that the Final Assessment would be corrected to reflect the 

changes. Plaintiff also received a Corrected Final Assessment that was backdated to the date of 

the original Final Assessment, reflecting the alleged correct amount due. Thus, the Superseding 

Notice and the Corrected Final Assessment dictate that the original Final Assessment is no 

longer legally operative. 

 We disagree with plaintiff’s assertion, however, that the rescission of the original Final 

Assessment grants the Court of Claims subject-matter jurisdiction over the dispute filed in 

Docket No. 327766. “[T]his Court does not reach moot questions or declare principles or rules 

of law that have no practical legal effect in the case before it.” Richmond, 486 Mich at 34 

(quotation marks and citation omitted). “[A] moot case is one which seeks to get a judgment on 

a pretended controversy, when in reality there is none, . . . or a judgment upon some matter 

which, when rendered, for any reason, cannot have any practical legal effect upon a then existing 

controversy.” Id. at 34-35 (quotation marks and citation omitted). 

 Here, as a result of the Superseding Notice and Corrected Final Assessment, plaintiff’s 

challenge in Docket No. 327766 to the original Final Assessment is essentially a challenge to a 

now non-existent tax assessment that effectively denied plaintiff’s claim for a refund. Because 

the Final Assessment is void, there is no controversy to resolve regarding the propriety of that 

assessment and no relief to be had from its (now void) imposition. We will not resolve a dispute 

that does not rest upon existing facts; when an event occurs that makes it impossible to grant the 

relief requested, the issue is moot. Gen Motors Corp v Dep’t of Treasury, 290 Mich App 355, 
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386; 803 NW2d 698 (2010). We conclude that this matter is moot and non-justiciable. Given 

that this appeal is moot, we do not consider whether the Court of Claims erred by dismissing this 

case for lack of subject-matter jurisdiction. As noted below, however, plaintiff’s substantive 

appellate issues are preserved for purposes of appeal in Docket No. 332891, associated with the 

Superseding Notice and Corrected Final Assessment. 

IV. DOCKET NO. 332891 

 In Docket No. 332891, plaintiff argues that the Court of Claims erred by dismissing its 

constitutional claims as to the 2009 through 2011 tax years under MCR 2.116(I)(1). Plaintiff 

concedes that this Court considered and rejected its arguments in Gillette, 312 Mich App at 407-

447. Indeed, the Gillette Court concluded that the Compact was not a binding interstate contract 

and, therefore, PA 282’s retroactive repeal of the Compact did not violate the Contract Clause 

and further, that the retroactive repeal of the Compact did not: (1) violate due process because 

taxpayers have no vested interest in the continuation of the tax laws and the Legislature had a 

legitimate purpose in enacting PA 282; (2) violate the Commerce Clause because PA 282 is not 

facially discriminatory and no discriminatory purpose or effect is inherent in PA 282; (3) violate 

the Separation of Powers Clause because PA 282 did not overrule a judgment of a court; or (4) 

violate various constitutional provisions of the Michigan Constitution pertaining to the 

legislative process. Gillette, 312 Mich App at 409-410, 414, 431-433, 428, 444-447. 

Notwithstanding that Gillette is binding precedent, plaintiff argues that Gillette was wrongly 

decided and asks this Court to issue a decision disagreeing with Gillette so that a conflict panel 

may be convened. MCR 7.215(J)(2) and (3). For the reasons that follow, we decline to do so. 

A. THE COMPACT AS A CONTRACT 

 Plaintiff first argues that Gillette wrongly concluded that the Compact is not a binding 

contract, maintaining that this conclusion is contrary to United States Steel Corp v Multistate Tax 

Comm’n, 434 US 452; 98 S Ct 799; 54 L Ed 2d 682 (1978), and makes Michigan an outlier with 

respect to the status of the Compact as a contract. Plaintiff further maintains that Gillette is 

wrong because the Legislature’s enactment of the Compact evinces an intent to be bound by its 

provisions. 

 While it is a general principle of Michigan jurisprudence that one legislature may not 

bind another, the Legislature may in certain limited circumstances contractually bind a 

subsequent legislature. In re Request for Advisory Opinion Regarding Constitutionality of 2011 

PA 38, 490 Mich 295, 319-320; 806 NW2d 603 (2011). This authority is subject to strict 

limitations and courts will not construe laws as contracts by implication because to do so would 

be to severely limit the Legislature’s sovereign authority to enact laws in the future. Id. at 320. 

Consequently, a “strong presumption [exists in Michigan law] that statutes do not create 

contractual rights.” Studier v Mich Pub Sch Employees Retirement Bd, 472 Mich 642, 661; 698 

NW2d 350 (2005). The proponent of the legislative creation of a contract must establish that the 

statutory language is plain and “susceptible of no other reasonable construction than that the 

Legislature intended to be bound to a contract.” In re Request for Advisory Opinion Regarding 

Constitutionality of 2011 PA 38, 490 Mich at 320-321 (quotation marks and citation omitted). 

“That is, [b]efore a statute, particularly one relating to taxation, should be held to be irrepealable 

or not subject to amendment, an intent not to repeal or amend must be so directly and 
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unmistakably expressed as to leave no reason for doubt. Otherwise the intent is not plainly 

expressed.” Id. at 321 (quotation marks and citation omitted). Relatedly, Const 1963, art 9, § 2 

provides, “The power of taxation shall never be surrendered, suspended or contracted away.” 

 The Gillette panel squarely rejected plaintiff’s claim that the Compact is a contract, 

stating: 

There are no words in the Compact, as adopted by the Legislature under 

1969 PA 343, that indicate that the state intended to be bound to the Compact, 

and specifically to Article III(1). Therefore, the presumption must be that the 

state did not surrender its legislative power to require use of a particular 

apportionment formula. Such interpretation comports with the Supreme Court’s 

recognition of “the basic principle[] that the States have wide latitude in the 

selection of apportionment formulas . . . .” Moorman [Mfg Co v Bair], 437 US 

[267,] 274[; 98 S Ct 2340; 57 L Ed 2d 197 (1978)]. This interpretation is also 

consistent with the Court’s recent acknowledgement that states “do not easily 

cede their sovereign powers . . . .” Tarrant [Regional Water Dist v Herrmann], 

[569 US ___, ___;] 133 S Ct [2120,] 2132[; 186 L Ed 2d 153 (2013)]. Because 

there is no clear indication under MCL 205.581 that the state contracted away its 

ability to either select an apportionment formula that differs from the Compact, or 

to repeal the Compact altogether, the Court concludes that no contractual 

obligation was created by enactment of 1969 PA 343 that would prohibit the 

enactment of [2014] PA 282. [Gillette, 312 Mich App at 409-410 (emphasis 

added).] 

 We agree with the Gillette panel’s analysis. Nothing in former MCL 205.581, 

demonstrates an intent to create a binding contract that is so unmistakable as to leave no other 

reasonable construction. There is no express statutory language providing for the execution of a 

written contract on behalf of the State, nor did the Legislature covenant not to amend the 

legislation. See Studier, 472 Mich at 662-663. 

 Plaintiff, however, relies on the first sentence of former MCL 205.581, which states that 

the Compact “is enacted into law and entered into with all jurisdictions legally joining therein.” 

Plaintiff asserts that the phrase “entered into” would be mere surplusage if the Compact is not 

interpreted to be a contract. However, the phrase “entered into” in no way expresses the creation 

of a promise on behalf of a member state, including terms of mutual assent, mutual obligation, 

and consideration, as contracts are traditionally understood in the law. Moreover, the terms of 

the Compact itself suggest that it is not, in fact, a binding contract. Mainly, former MCL 

205.581, art X(2), provides that a member state may withdraw from the compact at any time. 

Because the State could exercise, in its sole discretion, when to withdraw from the compact, any 

of its supposed “obligations” under the Compact were illusory. See Restatement Contracts, 2d, § 

77, comment a, p 195 (“Illusory promises. Words of promise which by their terms make 

performance entirely optional with the ‘promisor’ do not constitute a promise.”). 

 In further support of its decision that the Compact is not a binding agreement on the 

State, Gillette applied the “three classic indicia of a binding interstate compact,” finding that the 

Compact was not a “binding interstate compact” because it did not create a regulatory body, did 
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not require reciprocal action to obtain benefits, and could be modified unilaterally by member 

states. Gillette, 312 Mich App at 410-414. Plaintiff also challenges this reasoning, arguing that 

this holding is contrary to US Steel Corp, 434 US 452, in which the Court allegedly held that the 

Compact is a “binding interstate compact.” However, contrary to plaintiff’s assertion, US Steel 

Corp did not conclude that the Compact is a binding contractual agreement. In fact, its analysis 

suggests otherwise, as Gillette recognized when it quoted the language from US Steel Corp. “ 

‘each State retains complete freedom [under the Compact] to adopt or reject the rules and 

regulations of the Commission.’ ” Gillette, 312 Mich App at 412, quoting US Steel Corp, 434 

US at 473 (emphasis added in Gillette). Indeed, the focus of the decision in United States Steel 

was whether the Compact violated the Compact Clause2

 of the United States Constitution by 

elevating states’ powers to the detriment of federal supremacy, not whether the Compact formed 

a contractually binding agreement between member states. To the extent US Steel referred to the 

Compact as a “compact,” it never characterized it as a binding agreement or as a contract, as that 

term is understood under traditional principles of contract law. 

 Relatedly, plaintiff’s claim that Gillette’s conclusion that the Compact is a non-binding 

agreement makes Michigan an outlier is not supportable. Member states have enacted legislation 

that deviates from the Compact, effectively altering its terms while remaining members. See, 

e.g., Minn Stat 290.191; Or Rev Stat 314.650; Idaho Code 63-3027(i); Tex Tax Code Ann 

171.106(a); Col Rev Stat 24-60-1301 & 1308; Utah Code Ann 59-7-311. Moreover, members 

have supported the interpretation that the Compact is not, in fact, a binding contract. IBM, 496 

Mich at 682 n 7 (2014) (MCCORMACK, J., dissenting) (“It bears emphasizing that Compact 

members have not only refrained from bringing legal action against one another for deviating 

from Articles III and IV, they have endorsed the Commissioner’s interpretation of the Compact . 

. . [as a non-] binding contract.”). Moreover, Michigan is not the only jurisdiction to have 

concluded that the Compact does not form a binding contract. See Kimberly-Clark Corp v 

Comm’r of Revenue, 880 NW2d 844 (Minn, 2016); Health Net, Inc v Dep’t of Revenue, 22 OTR 

128 (Or TC, 2015). 

 Finally, plaintiff argues that defendant violated former MCL 205.581, art X(2), of the 

Compact, which provides that “[a]ny party state may withdraw from this compact by enacting a 

statute repealing the same. No withdrawal shall affect any liability already incurred by or 

chargeable to a party state prior to the time of such withdrawal.” According to plaintiff, this 

provision prohibits retroactive withdrawal from the Compact. Plaintiff explains that because the 

Compact is a binding contract, the State is prohibited under Article X(2) from retroactively 

repealing the Compact. It follows, according to plaintiff, that PA 282 irreconcilably conflicts 

with the Compact by retroactively repealing it and PA 282 is, thus, unlawful. This argument is 

based on two erroneous assumptions. 

 

2

 The Compact Clause of Art I, § 10, cl 3 of the United States Constitution provides: “No State 

shall, without the Consent of Congress, . . .enter into any Agreement or Compact with another 

State, or with a foreign Power . . . .” 
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 First, plaintiff assumes that the Compact is a contract and that the State, therefore, is 

bound by its provisions. As we have already explained, the Compact does not form a binding 

contractual agreement. Therefore, even assuming former MCL 205.581, art X, prohibited 

retroactive repeal of the Compact, the State cannot be said to have violated former MCL 

205.581, art X, because, absent a binding contractual obligation, the alleged “prohibition” is 

merely aspirational. 

 Second, plaintiff presumes that the second sentence of former MCL 205.581, art X(2), 

prohibits retroactive repeal. However, the second sentence relating to liabilities already incurred 

by or chargeable to a party state is a statement describing a limited consequence of the 

unconditional right to withdraw from the Compact. It does not expressly prohibit a member state 

from retroactively repealing the Compact. And, when read in context of the entire Compact, the 

second sentence refers to liabilities or charges owed to the Commission that have already been 

incurred by members states, not to taxpayers’ liabilities or claims for a refund. See former MCL 

205.581, art VI(4), (requiring member states to appropriate funds to the commission for its 

budget), and art VIII(2) (granting the commission authority to charge member states for the 

performance of an audit).3

 Consequently, article X(2) does not prohibit retroactive repeal of the 

Compact. Gillette correctly concluded that the Compact is not a binding contract.

B. CONTRACT CLAUSE 

 Plaintiff next claims that PA 282 violates the Contract Clause of the United States and 

Michigan Constitutions. “The United States Constitution provides that ‘[n]o State shall . . . pass 

any . . . Law impairing the Obligation of Contracts . . .,’ US Const, art I, § 10, cl 1, while our 

state Constitution similarly provides that ‘[n]o . . . law impairing the obligation of contract shall 

be enacted,’ Const 1963, art 1, § 10.” Gillette, 312 Mich App at 407. The Contract Clause has 

not been interpreted as an absolute bar against the impairment of contracts, but instead prohibits 

laws that “operate[] as a substantial impairment of a contractual relationship.” Allied Structural 

Steel Co v Spannaus, 438 US 234, 244; 98 S Ct 2716; 57 L Ed 2d 727 (1978). This inquiry 

involves a three-part analysis: “whether there is a contractual relationship, whether a change in 

law impairs that contractual relationship, and whether the impairment is substantial.” General 

Motors Corp v Romein, 503 US 181, 186; 112 S Ct 1105; 117 L Ed 2d 328 (1992). If the 

impairment is deemed substantial, then it must be the result of a legitimate public purpose that is 

carried out by reasonable means. Blue Cross & Blue Shield v Milliken, 422 Mich 1, 21-22; 367 

NW2d 1 (1985). 

 In Gillette, the Court found that because the Compact did not form a contract, there can 

be no violation of the Contract Clause. Gillette, 312 Mich App at 410. The Court then found 

that even if the Compact did form a contract, no substantial impairment of the alleged contract 

 

3

 Even if “already incurred liabilities” could be construed to include amounts the State owed 

taxpayers before legislative withdrawal so as to prohibit retroactive withdrawal, the effect of 

such a conclusion would be immaterial. This is because the Compact is not a binding contract 

and, thus, the State is not bound by the terms of the Compact.
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occurred because PA 282 did not interfere with “plaintiff’s reasonably expected contractual 

benefits.” Id. at 413-414. The Court stated: 

Given the fact that these taxpayers have no vested interest in the continuation of a 

tax law, and that tax law is one of the more highly regulated areas in the law, it is 

difficult to see what reasonable expectation was actually interfered with. See, 

e.g., All Star, Inc v Georgia Atlanta Amusements, LLC, 332 Ga App 1, 9; 770 

SE2d 22 (2015), and cases cited therein. This is particularly so when considering 

Treasury’s position on this issue over the past five years or so. [Gillette, 312 

Mich App at 414.] 

 Plaintiff first argues that Gillette erred by concluding that the Compact is not a contract, 

referring to its previous argument. However, we have already concluded that Gillette correctly 

concluded that the Compact is not a contract. Plaintiff also suggests that Gillette’s Contract 

Clause analysis was erroneous because “protecting the public fisc” is not a legitimate reason for 

a substantial impairment of contract. However, the Gillette Court did not predicate its Contract 

Clause analysis on this reasoning. Instead, it found that even assuming the Compact formed a 

contract, PA 282’s repeal of the Compact was not a substantial impairment because taxpayers 

have no vested interest in the continuation of tax laws. Gillette, 312 Mich App at 413-414. 

Plaintiff does not expressly address this rationale of the Gillette opinion and does not otherwise 

explain why Gillette’s analysis is wrong. “It is not sufficient for a party simply to announce a 

position or assert an error and then leave it up to this Court to discover and rationalize the basis 

for his claims, or unravel and elaborate for him his arguments, and then search for authority 

either to sustain or reject his position.” Innovation Ventures, LLC v Liquid Mfg, LLC, 499 Mich 

491, 518; __ NW2d __ (2016) (quotation marks and citation omitted). Plaintiff has failed to 

show that Gillette’s Contract Clause analysis is erroneous. 

C. DUE PROCESS CLAUSE 

 Plaintiff next argues that the retroactive repeal of the Compact violates the Due Process 

Clauses of the United States and Michigan Constitutions. The Fourteenth Amendment of the 

United States Constitution and Const 1963, art 1, § 17 guarantee that no state shall deprive any 

person of “life, liberty or property, without due process of law.” Taxpayers do not have a vested 

right in the tax laws that is protected by due process. Gen Motors Corp v Dep’t of Treasury, 290 

Mich App at 370-371. This is because the Due Process Clause protects actual property rights, 

such as those in which legal or equitable title is vested; a taxpayer has no vested property right in 

tax laws or their continuance. Id. Nonetheless, retroactive tax legislation must meet the rational 

basis test to satisfy due process: the legislation must serve a legitimate purpose and be furthered 

by a rational means. Id. at 371-372; United States v Carlton, 512 US 26, 30-31, 33; 114 S Ct 

2018; 129 L Ed 2d 22 (1994). “A legislature’s action to mend a leak in the public treasury or tax 

revenue—whether created by poor drafting of legislation in the first instance or by a judicial 

decision—with retroactive legislation has almost universally been recognized as ‘rationally 

related to a legitimate legislative purpose.’ ” Gen Motors Corp, 290 Mich App at 373, quoting 

Carlton, 512 US at 35. However, the period of retroactivity is relevant to whether the means 

employed are rational to meet the legitimate purpose. See Carlton, 512 US at 32-33.
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 Relying on United States Supreme Court precedent, as well as cases from the Michigan 

Supreme Court and this Court, Gillette, 312 Mich App at 414-421, concluded that taxpayers have 

no vested rights in the tax laws or continuance of the tax laws protected by the Due Process 

Clause. In support, the Court recognized that vested rights are legal rights to the enjoyment of 

property, and not a mere expectation in the continuance of a law. Id. at 419, 421. Therefore, the 

Court held that the plaintiffs had no vested interest protected by Due Process in the continuation 

of the Compact. Id. at 421. The Court further found that the Legislature had a legitimate 

purpose in enacting PA 282: to correct a misinterpretation4

 of the prior statute and to eliminate 

revenue loss that would stem from that misinterpretation. Id. at 421-422. The panel also found 

that the period of retroactivity was comparable to the periods of retroactivity for other legislation 

that had been upheld, id. at 420 (noting that a five and seven-year period had been upheld), and 

specifically rejected plaintiff’s “bait and switch” argument, id. at 424-425, i.e., the argument that 

“Michigan engaged in a ‘bait and switch’ by enticing foreign companies to engage in commerce 

in Michigan by providing the three-factor apportionment formula and then retroactively taking 

away this apportionment method,” id. at 424. 

 Again, plaintiff does not, for the most part, explain why it thinks the Gillette decision was 

wrongly decided, but merely parrots back arguments that Gillette already rejected or makes 

arguments without connecting them to Gillette. It is not this Court’s role to develop or provide 

the rationale for an appellant’s arguments on appeal. Innovation Ventures, LLC, 499 Mich at 

518. To the extent that plaintiff does make arguments specifically challenging the Gillette

panel’s rationale, we are unpersuaded that Gillette’s reasoning was wrong. 

 Plaintiff, for example, argues that Gillette wrongly concluded that PA 282’s repeal of the 

Compact served a legitimate purpose to protect state revenues. According to plaintiff, the 

protection of state revenues is not a valid legitimate purpose because the retention of unlawfully 

collected taxes is not legitimate and is “constitutionally incomplete and short-sighted.” Plaintiff 

cites no authority in support of this contention and we deem this claim abandoned. Innovation 

Ventures, LLC, 499 Mich at 518.5

 

 Plaintiff also challenges Gillette’s conclusion that PA 282’s six-and–a-half-year period of 

retroactivity is modest. Plaintiff explains that United States Supreme Court precedent indicates 

that a retroactive period of six years is unlawful, noting that the periods of retroactivity 

considered by the Court ranged from five months to two years. Plaintiff misses, however, that 

 

4

 I.e., our Supreme Court’s holding in IBM, 496 Mich at 659, that 2011 PA 40 created a window 

wherein certain taxpayers could still use the three-factor apportionment option available under 

Article IV of the Compact. Gillette, 312 Mich App at 406. 

5

 In any case, we note that plaintiff’s claim ignores that the Legislature’s purpose was multifaceted and not simply to protect revenues, but to also correct a misinterpretation of the law that 

would have led to the loss of revenue. Gillette cites United States Supreme Court precedent in 

support of its conclusion that legislative action is legitimate if it seeks to both correct a 

misinterpretation of a statute and eliminate a revenue loss stemming from that misinterpretation. 

See Gillette, 312 Mich App at 422, citing Carlton, 512 US at 32. 
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the Supreme Court has never articulated a bright line rule in this regard—just because the 

periods the Court considered reasonable were shorter than the period in the instant case does not 

mean that a longer period cannot pass constitutional muster. Plaintiff also says that Gillette erred 

by relying on Gen Motors Corp and GMAC LLC v Dep’t of Treasury, 286 Mich App 365; 781 

NW2d 310 (2009), in which retroactive tax legislation periods of five and seven years were 

upheld, because those cases did not involve settled expectations based on a binding interstate 

compact. See Gen Motors Corp, 290 Mich App at 376-377; GMAC, 286 Mich App at 378. This 

distinction is inapposite; contrary to plaintiff’s wish, the Compact is not a binding contract and it 

gave plaintiff no settled expectations. 

 Finally, plaintiff claims that the Gillette holding guts the Due Process Clause leaving “no 

due process protections for taxpayers from retroactive legislation.” Plaintiff warns that this 

result will stem from the Court’s recognition that the taxpayers’ due process claim must fail 

because taxpayers have no vested rights in a tax refund based on the continuance of tax laws. 

This argument ignores that Gillette’s holding was not based solely on such a conclusion. Rather, 

Gillette recognized, and applied, the test of due process for retroactive tax legislation: the 

legislation must be enacted for a legitimate legislative purpose and be furthered by a rational 

means. This is the same test applied in Carlton, 512 US at 33, which also recognized that 

taxpayers have no vested right in the tax laws. Thus, plaintiff’s warning is unfounded and 

Gillette is not, contrary to plaintiff’s assertion, directly at odds with the United States Supreme 

Court’s decision in Carlton. Plaintiff has not demonstrated that Gillette’s due process analysis is 

wrong. 

D. COMMERCE CLAUSE 

 Plaintiff next claims that PA 282 violates the Commerce Clause of the United States 

Constitution because it facially discriminates against interstate commerce. Gillette reached the 

opposite conclusion, holding that PA 282 did not violate the Commerce Clause because it was 

facially neutral and did not otherwise have a discriminatory purpose or effect. Gillette, 312 Mich 

App at 431-432. It noted: 

 The United States Supreme Court . . . has established a fourpronged test to determine whether a state tax violates the Commerce 

Clause. Complete Auto Transit, Inc v Brady, 430 US 274, 279; 97 S Ct 

1076; 51 L Ed 2d 326 (1977). A state tax will withstand scrutiny under a 

Commerce Clause challenge and will be held to be constitutionally valid 

under the four-pronged test articulated in Complete Auto provided that the 

tax: (1) is applied to an activity having a substantial nexus with the taxing 

state, (2) is fairly apportioned, (3) does not discriminate against interstate 

commerce, and (4) is fairly related to the services provided by the state. 

[Caterpillar, Inc v Dep’t of Treasury, 440 Mich 400, 415; 488 NW2d 182 

(1992).] 

 Only the third prong is challenged in this case; plaintiffs contend that 2014 

PA 282 discriminates against interstate commerce. “A tax violates the third prong 

of the Complete Auto test if it is facially discriminatory, has a discriminatory 

purpose, or has the effect of unduly burdening interstate commerce.” Caterpillar, 
-12- 

440 Mich at 422, citing Amerada Hess Corp v NJ Dep’t of Treasury, 490 US 66, 

75; 109 S Ct 1617; 104 L Ed 2d 58 (1989). [Gillette, 312 Mich App at 430-431.] 

Under this test, Gillette found that PA 282 (1) is not facially discriminatory because it does not, 

“on its face, create any classification based on a taxpayer’s state of origin or the location of 

commerce[;]” (2) does not have a discriminatory purpose because “there is no evidence of a 

legislative intent to give a benefit to local industry that is denied to out-of-state businesses[;]” 

and (3) does not have a discriminatory effect because it “precludes both instate and out-of-state 

taxpayers from electing the three-factor apportionment formula previously available under the 

Compact.” Gillette, 312 Mich App at 431-433. 

 First, regarding Gillette’s conclusion that PA 282 is facially neutral, plaintiff does not 

specifically explain why it thinks Gillette’s reasoning is wrong. Again, “[i]t is not sufficient for 

a party simply to announce a position or assert an error and then leave it up to this Court to 

discover and rationalize the basis for his claims, or unravel and elaborate for him his arguments, 

and then search for authority either to sustain or reject his position.” Innovation Ventures, LLC, 

499 Mich at 518 (quotation marks and citation). Plaintiff’s claim is abandoned.6

 Id. 

 Second, regarding Gillette’s holding that PA 282 does not have a discriminatory purpose 

or effect, the panel rejected the same arguments that plaintiff now raises on appeal and plaintiff 

fails to develop cogent and compelling reasons why the Gillette decision was in error. Gillette, 

312 Mich App at 432. For example, Gillette rejected the taxpayers’ assertions that the 

statements of a legislator show a discriminatory purpose because such statements are not 

evidence of legislative intent. Like the taxpayers in Gillette, plaintiff does not cite any law that 

legislators’ media comments are relevant to establishing legislative intent. See id. Plaintiff also 

attacks Gillette for allegedly failing to consider that PA 282 solely disadvantages out-of-state 

taxpayers. Gillette, however, did not ignore this argument. Rather, the Court, relying on United 

States Supreme Court precedent, recognized that any effect on out-of-state taxpayers was not 

inherent in PA 282 itself, but a consequence of different formulas used by different states. 

Gillette, 312 Mich App at 433-434. Plaintiff does not explain why this reasoning is wrong and 

its claim in this regard is also abandoned. Innovation Ventures, LLC, 499 Mich at 518. Plaintiff 

has failed to demonstrate that Gillette’s Commerce Clause analysis is erroneous. 

 

6

 Putting aside plaintiff’s failure to develop this argument, we note that plaintiff’s position that 

defendant admitted that PA 282 is facially discriminatory in a motion in IBM does not support 

that the law is facially discriminatory. The State’s admission that upholding the Compact “ ‘may 

significantly impact the manner in which out of state businesses pay taxes to the State[,]’ ” is not 

an admission of a facially discriminatory law. This is because this “impact” cannot be gleaned 

from the face of the law and defendant was apparently referencing a consequence of the 

Compact’s repeal. 
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E. SEPARATION OF POWERS 

 Plaintiff also argues that PA 282 violates the Separation of Powers Clause of the 

Michigan Constitution, Const 1963, art 4, § 1. The Separation of Powers Clause provides: “The 

powers of government are divided into three branches: legislative, executive and judicial. No 

person exercising powers of one branch shall exercise powers properly belonging to another 

branch except as expressly provided in this constitution.” Const 1963, art IV, § 1. Under this 

clause, 

the legislative branch makes the laws, the executive branch executes them, and 

the judicial branch interprets and applies them in cases properly before the courts. 

Kyser v Kasson Twp, 486 Mich 514, 535; 786 NW2d 543 (2010). More recently, 

our Supreme Court further explained that “[t]he true meaning [of the doctrine] is 

that the whole power of one of these departments should not be exercised by the 

same hands which possess the whole power of either of the other departments; 

and that such exercise of the whole would subvert the principles of a free 

Constitution. Makowski v Governor, 495 Mich 465, 482; 852 NW2d 61 (2014). 

[Okrie v State, 306 Mich App 445, 454; 857 NW2d 254 (2014).] 

Further, it is well-established that “ ‘the Legislature may not reverse a judicial decision or repeal 

a final judgment, Wylie v Grand Rapids City Comm, 293 Mich 571, 582; 292 NW 668 (1940),’ ” 

but it may “amend a law that it believes the judiciary has wrongly interpreted,” Gen Motors 

Corp, 290 Mich App at 373 (citation omitted). 

 In Gillette, the Court recognized that the Separation of Powers Clause precluded the 

Legislature from reversing a judicial decision or “repealing a final judgment,” but that the 

Legislature could “cure the judicial misinterpretation of a statute.” Gillette, 312 Mich App at 

426-427. Because PA 282 did not reverse a judicial decision or repeal a final judgment, the 

Court held that PA 282 did not violate separation of powers principles. Id. at 430. 

 Once again, plaintiff does not specifically connect its separation of powers arguments to 

the Gillette Court’s reasoning and it makes no attempt to explain why it thinks that Court’s 

reasoning is wrong. It is not incumbent on this Court to develop plaintiff’s arguments on appeal 

and we may deem this argument abandoned. Innovation Ventures, LLC, 499 Mich at 518. 

 Notwithstanding the deficiency of plaintiff’s briefing, we note that Gillette rejected the 

very same arguments and authorities that plaintiff relies on and plaintiff does not provide 

additional reasons why Gillette’s reliance on these authorities is wrong. Plaintiff, for example, 

asserts that PA 282 violated the separation of powers doctrine by declaring the intent of a prior 

legislature, relying on the fact that composition of the Legislature that enacted PA 282 in 2014 is 

different than the 2007 Legislature, citing Bd of Educ Isle Twp v Presque Isle Co Bd of Educ, 

364 Mich 605, 612; 111 NW2d 853 (1961). Gillette rejected this very same argument and 

authority. Gillette, 312 Mich App at 428. Plaintiff also asserts that PA 282 violates the 

separation of powers principle because it reversed IBM. Again, Gillette rejected this argument, 

stating as follows: 
-14- 

There are several reasons why the Legislature did not violate the Separation of 

Powers Clause by retroactively repealing the Compact to January 1, 2008, thereby 

obviating the IBM Court's legal conclusions. First, 2014 PA 282 did not reverse a 

judicial decision or repeal a final judgment. In IBM, 496 Mich at 645, 658–659, 

662; 852 N.W.2d 865 (opinion by VIVIANO, J.), the lead opinion held that 2007 

PA 36 did not implicitly repeal the Compact's election provision. 2014 PA 282 

did not overturn that judicial interpretation of the 2007 law. Instead, the 

Legislature created a new law, not interpreted by the IBM Court, that explicitly 

repealed the Compact provisions effective January 1, 2008, to further what the 

Legislature understood to have been its original intent when it enacted 2007 PA 

36. This did not impinge on the judiciary’s role of interpreting the law but instead 

corrected a mistake that was made clear by the holding in IBM. That is, the 

Legislature in 2014 PA 282 explicitly repealed the Compact provisions after the 

holding in IBM revealed that the Compact election provision had not been 

implicitly repealed by the enactment of 2007 PA 36. Although 2014 PA 282 may 

have rendered moot the effect of the judicial interpretation in IBM, this did not 

overturn that Court’s judgment and did not violate the Separation of Powers 

Clause. [Id. at 428.] 

Plaintiff’s conclusory assertion that PA 282 reversed a judicial decision (IBM) is thus a distortion 

of the well-established rule that Gillette relied on because PA 282 did not actually reverse a 

judicial decision. Gillette’s separation of powers analysis is not erroneous. 

F. LEGISLATIVE PROCESS REQUIREMENTS 

 Plaintiff raises three constitutional challenges related to the legislative process that 

resulted in PA 282. Originally introduced in February 2013, SB 156, which led to the repeal of 

the Compact, did not refer to the Compact, but referenced the repeal or amendment of various 

provisions of the MBTA pertaining to the calculation of taxpayers’ tax bases. The bill lingered 

in both the Senate and House, being sent to various committees. Then, after the release of IBM

in July 2014, the House, on September 9, 2014, adopted substitute H-1, which added enacting 

language that retroactively repealed the Compact. Specifically, the language “to repeal acts and 

parts of acts” was added to SB 156’s enacting language, which was in reference to the 

Compact’s repeal. The Senate concurred with H-1 on September 10th and SB 156 was approved 

by the Governor on September 11, 2014, taking immediate effect as PA 282. 

 Plaintiff raises three constitutional challenges to this legislative process under Mich 

Const 1963, art IV, §§ 24 and 26. The former, known as the Title-Object Clause, provides: 

 No law shall embrace more than one object, which shall be expressed in 

its title. No bill shall be altered or amended on its passage through either house so 

as to change its original purpose as determined by its total content and not alone 

by its title. [Mich Const 1963, art IV, § 24.] 

Three types of challenges may be raised under this clause, only two of which are relevant here: a 

“title-body” challenge and a “change of purpose” challenge. Plaintiff also raises a challenge 

under the Five-Day Rule Clause, which states in relevant part: 
-15- 

 No bill shall be passed or become a law at any regular session of the 

legislature until it has been printed or reproduced and in the possession of each 

house for at least five days. [Mich Const 1963, art IV, § 26.]

1. TITLE-BODY CHALLENGE 

 Plaintiff alleges that PA 282 violates the title-body rule because PA 282 makes no 

reference to the Compact and the phrase “to repeal acts and parts of acts” is “insufficient as a 

matter of law.” Regarding a title-body challenge, this Court has stated: 

The title of an act must express the general purpose or object of the act. However, 

the title of an act is not required to serve as an index to all of the provisions of the 

act. Instead, the test is whether the title gives the Legislature and the public fair 

notice of the challenged provision. The fair-notice requirement is violated only 

where the subjects [of the title and body] are so diverse in nature that they have no 

necessary connection . . . . [People v Bosca, 310 Mich App 1, 83; 871 NW2d 307 

(2015) (quotation marks and citation omitted)] 

 The Gillette panel applied these rules and directly rejected the arguments plaintiff now 

raises: 

 Again, the title of 2014 PA 282 expresses the general purpose or object of 

amending the MBT Act and refers to the repeal of acts or parts of acts. Although 

the title does not use the word “Compact,” the title need not be an index of all of 

the act’s provisions. City of Livonia [v Dep’t of Social Servs], 423 Mich [466,] 

501[; 378 NW2d 466 (1985)]. The repeal of the Compact is germane, auxiliary, 

or incidental to the amendment of the MBT Act because the elimination of the 

Compact’s election provision is pertinent to the proper method of apportionment 

of the MBT tax base. The subjects are not so diverse in nature that they lack a 

necessary connection, and neither the legislators nor the public were deprived of 

notice of the challenged provision. See also Mooahesh [v Dep’t of Treasury], 195 

Mich App [551,] at 569[; 492 NW2d 246 (1992)] (“Despite [1988 PA 516’s] 

failure to state explicitly in the title that the Lottery Act exemption was being 

repealed, we are able to declare that the subjects are not so diverse as to have ‘no 

necessary connection.’ ”). [Gillette, 312 Mich App at 444 (emphasis added to 

indicate analysis rejecting plaintiff’s arguments in the instant appeal).] 

Plaintiff does not make any argument explaining why this analysis is wrong and merely repeats 

the same arguments that Gillette already considered and rejected. Without any explanation as to 

why Gillette is wrong in this regard, plaintiff has not demonstrated that it is entitled to a conflict 

panel and has abandoned this claim. Innovation Ventures, LLC, 499 Mich at 518. In any case, 

we agree with Gillette that the title of PA 282 gave the public sufficient notice that laws relating 

to the MBTA would be affected by the new law. It is not necessary that the title of an act 

specifically mention the Compact’s repeal. Mooahesh, 195 Mich App at 569. 
-16- 

2. CHANGE OF PURPOSE CHALLENGE 

 Plaintiff’s change-of-purpose challenge asserts that the repeal of the Compact is only 

tangentially related to SB 156, as that bill as originally drafted merely sought to amend the 

MBTA. When addressing a change-of-purpose challenge, “[t]he test for determining if an 

amendment or substitute changes a purpose of the bill is whether the subject matter of the 

amendment or substitute is germane to the original purpose.” People v Kevorkian, 447 Mich 

436, 461; 527 NW2d 714 (1994) (opinion by CAVANAGH, C.J., AND BRICKLEY AND GRIFFEN, JJ.). 

 Applying this test, the Gillette panel rejected plaintiff’s change of purpose challenge: 

 With respect to 2014 PA 282, both the original and amended bill 

contained provisions related to the MBT tax base. The original purpose of SB 

156 was to amend the MBT Act in various ways, including by enacting 

amendments concerning the gross-receipts tax base under the MBT. The change 

implemented by substitute H-1, as enrolled as 2014 PA 282, did not introduce an 

entirely new and different subject matter. Instead, it amended or extended the 

basic purpose of the original bill by retaining the original amendments and adding 

other provisions, including language retroactively repealing the Compact 

provisions and expressing legislative intent concerning the use of the single-factor 

apportionment formula and the elimination of the Compact’s election provision. 

This was germane to the original purpose of amending the MBT Act because, as 

discussed, the elimination of the Compact’s election provision was pertinent to 

the proper method of apportionment under the MBT Act. Therefore, the repeal of 

the Compact was sufficiently interconnected with the MBT Act that it fell within 

the basic purpose of the original bill. This was a far cry from the introduction of 

an entirely new and different subject matter, as in Toth v Callaghan, 995 F Supp 

2d 774, 778 (ED Mich, 2014), where a bill that began by allowing emergency 

managers to reject, modify, or terminate collective bargaining agreements ended 

up being passed as a bill that excluded graduate student research assistants from 

the definition of “public employee.” [Gillette, 312 Mich App at 445-446 

(emphasis added).] 

 Once again, plaintiff has failed to explain why it thinks Gillette’s reasoning was wrong 

and merely repeats arguments that Gillette already rejected. Like the taxpayers in Gillette, 

plaintiff has simply characterized SB 156 and H-1 as having two entirely different and unrelated 

purposes and wishes that the Gillette panel had agreed. However, in our view, Gillette correctly 

determined that no change-of-purpose violation occurred: repeal of the Compact is intimately 

related to the original purpose of SB 156, as each sought to make changes in the way that a 

taxpayer’s tax base is calculated. Plaintiff has not cited any authority that would compel us to 

reach a different conclusion. 

3. FIVE-DAY RULE CHALLENGE 

 Finally, plaintiff says that passage of SB 156 violated the five-day rule because the 

amended bill did not remain in either house for the required five days. As noted, the five-day 

rule requires that the bill remain in each house for five days before passage. With respect to the 
-17- 

five-day challenge, the Court in Gillette measured this five-day period from the date that SB 156 

was originally before the Legislature, not from the date that the bill was amended by substitute 

H-1. The Court stated: 

 The legislative record establishes that SB 156 was before each house for at 

least five days. And as discussed earlier, there was no change of the original 

bill’s purpose. Accordingly, no violation of the Five-Day Rule occurred. 

[Gillette, 312 Mich App at 447.] 

 Certainly, SB 156, as amended by substitute H-1, was not before each house five days 

before enactment. Substitute H-1 was presented in the house and adopted the same day; the next 

day, H-1 was approved by the Senate; and, the following day, the Governor signed SB 156 into 

law, taking immediate effect as PA 282. That the substitute did not remain in each house for five 

days, however, is immaterial because substitute H-1 was germane to the original purpose of SB 

156, the latter of which was introduced in February 2013 and remained in each house well over 

five days. The five-day rule is not violated if a substitute bill, which was not in each house for 

five days, is for the same purpose and germane to the original bill that was in each house for the 

requisite number of days. See United States Gypsum Co v State Dep’t of Revenue, 363 Mich 

548, 553, 556; 110 NW2d 698 (1961). Plaintiff has failed to show that Gillette was wrongly 

decided on this issue. 

G. CONCLUSION 

 In sum, having reviewed plaintiff’s arguments in light of the analysis in Gillette, we are 

of the opinion that Gillette correctly determined that the Compact is not a binding contract and 

that PA 282 did not violate any of the constitutional provisions on which plaintiff relies. 

Plaintiff makes no cogent arguments why this Court’s decision in Gillette was wrongly decided 

to persuade us otherwise. Accordingly, we decline to issue a decision disagreeing with Gillette. 

Plaintiff’s challenges related to the retroactive repeal of the Compact were rejected in Gillette

and we reject them here as well. The Court of Claims did not err by dismissing Counts I and II 

of plaintiff’s complaint in Docket No. 332891. 

 Affirmed. 

/s/ Michael J. Kelly 

/s/ Peter D. O’Connell 

/s/ Jane M. Beckering