### IN THE COURT OF APPEALS OF TENNESSEE AT NASHVILLE Februar y 15, 2 002 Session
SOUTHWEST WILLI AMSON COUNTY COMMUNITY ASSOCIATION,

ET AL 

### . v. J. BRUCE SALTSMAN, SR., Appeal from the Chancery Court for Davidson County No. 99-2368-I Irvin H. Kilcrease, Jr., Chancellor

No. M2001-00654-COA-R3-CV - Filed May 16, 2002

A group of

Williamson County residents whose property was threatened

by highwa

y construction filed a Petition for a Declaratory Order against the Tennessee Department

of Transportation. They argued that the Department

violated the statute that authorized the project by not comply

ing with the environmental st an da rd s f or co ns tr uc ti on of an in te rs ta te hi gh wa y. The Ad mini strat ive Law J udge denied th e petition , and the t

rial cou rt affir med the AL

J. We affir

m the tria l court. Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court Affirmed and Remanded

B EN H. C ANT RELL , P.J., M.S., delivered the opinion of the court, in which W IL LI AM B. C AIN , J. and J EFF REY F. S TEWART , S P

. J., joined.
David E. Lemke, Nashville, Tennessee, for the appellant s, Sout hwest Willia mson County Community

Associat ion, William B . Caldwell, and Mic aro Prope rties.
Paul G. Summers, Attorne y G eneral and Reporter; Michael E. Moore, Solicitor Gene ral; Michael W. Catalano , Associa

te Solicito

r Gener al, for the appellee, J. Bruce Saltsman, Sr., Commissioner, Tennessee Department of Transportation.
OPINION
I. A C ONTROVER SIAL H IGHWAY
The chain of events that led to this dispute arose from the 1986 T ax Act, which among other things, raised the tax on all gasoline sold, stored or distributed in Tennessee, in order to fund a number of transportation projects. A part of the Act, Tenn. Code. Ann . § 67-3-2 003, liste d specif ic highwa y project s that were to benefi t from the gas olin e tax increa ses, a nd in clude d the f ollo wing:-2- The projects listed in the memorandum dated A pril 1, 1986 from CommissionerDale Kelley to Senator

Henry , Senator

Darnell , Repre senta tive B ragg and Re p resentative Robinson shall constitute and comprise the projects to be completedno later

than the end of the 1998-1999 fiscal y ear, and theprovisions of such memorandum arehereby incorpor ated by refer ence. N o projec t shall

be deleted
or changed from such memorandum without the

approva l of the sp eaker o f the hous e of representatives and the speaker of the senate. Tenn. Code. Ann. § 67-3-2003(b)(1)(A).
The memora ndum inquestion was in the form of a letter to the four legislative Chairmen, stating that the increase in the gas tax would “fund a prog ram containing si x i nt er st at e- typ e p ar kw ays and fiftee n p ri or it y projects.” An addendum to the letter listed six different roads, including one referred to as both Interstate 840 and I -840 , with a le ngthof 77 miles and an estimated cost of $351,000,000, and described as follows: “Middle Tennessee Parkway from I-40 West of Nashville, Extending South of Nashville to I-40 East of Nashville (Construct 4-L ane Divided Highway

).”
The label attached

to the road is central to the current dispute. The petitioners insist that by calling it I- 840, both th

e legis la ture and the tran sportatio n commissio ner boun d themselv es to construct it as an inter state hig

hway , while the

Departm ent arg ues that it was entit led to des ignate the ro ad as a state hi ghway if it so chose. At some point, the Department began to refe r to the uncompletedhighway

as State Rou te 840. These de signati ons have more tha

n a seman

tic significance, for the federal governme nt imposes environmental requirements on the constru ct ion of inter state h ighway s, which do not apply to state hig hways. I n this opinion, we will refer to the disputed highway

as Route 840.
The Tennessee Department of Transportation (TDOT) began

work on Route 840 soon after enactment

of the 1986 Tax Act, including planning, design, right-of -way a cquisition, financing, and construction fo r t he fo ur -l an e a cc es s c on tr ol le d h ig hw ay. In November of 1991, the Commissioner submitted an application to the United States Secreta ry of Trans portation

to desig nate Route

840 as an interstate highway , but he subsequently withdrew the application.
II. A C HALLENGE TO THE D EPARTM ENT OF T RANSPO RTATI ON
The plans for Route 840 called for the road to cross the count ies of Dick son, Hickman, Williamson, Rutherford and Wilson, with almost half of its length located within the borders of Williamson County. A group of landowners in Southwest Williamson County were alarmed by the impact that work on th

e highw ay was having on the

ir prope rty and on the

ir communi

ties, and in 1997 they formed a non-profit association to deal with the environmental questions raised by Route 840, and with other issues of imp ortan ce to t heir co mmun itie s. The plead ings in this case recite that the-3-

members of the Southwest Williamson County Community Association are individuals who reside and/or own prope

rty in the com

munities of

Bending Ch estnut, B ingham, Boston, Burwood, Craigfield, Fernvale, Greenbriar, H illboro/Leiper’s Fork, Kingfield, Peach Hollow, Southhall, and West Harpeth.
On June 8, 1998, the As sociation, individual landowner William B. Caldwell, and a Tennessee partner ship mana ged by Mr. Caldw ell fil ed a Petition for Declaratory Order with the Department

of Transportation. The petitioners asked for (1) a declaration that TDOT’s construction of the disputed highway

was in violation of Tenn. Code. Ann. § 67-3-2003(b)(1)(A), and ( 2) an order halting construction on the road until the D epartme

nt could de

monstrate that it had compl

ied with all fede ral statu tes and r egulat ions appli cable to

intersta te highw ay s.
On March 23, 1999, the TDOT Commissioner ent ered an orde r directing Administrative La w Judge (ALJ) James A. Hornsby to hea r the matter. The hearing was conducted on Ma y 7, 1999, and involved a technical record of fifteenvolumes and over 2,000 pages. The AL J issued an Initial Order denying the petition on June 11, 1999. The order became final on June 21, 1999. The petitioners filed a Petition for Judicial Review in the Chancery Court of David son County

on Augu st

20, 1999, pursuant to Tenn. Code. Ann. § 4-5-225. The court affirmed the final order of the AL

J on February 1, 2001. This appeal followed.
III. R ULES OF S TATUTORY C ONSTRUCT ION
The primary ar

gument on appea l is the same one that was presented to, and rejected, by the ALJ and the cha ncery c ourt: that by building Route 840 as a state highway rather than as an interstate, the Depa

rtment of Transpo rtation w as actin g in viola tion of the statute th at author

ized its construction. We note that although the road in question is referred to in the Commissioner’s
memoran dum as I -840 and Inte rstate 84 0, inthe same document it is also referred to as one o f six “interstate-type

parkway s.” The statute itself (as opposed to the memorandum incorporated by reference into it) did not otherwise make ref erence to the interstate highway system.
The most fundamental rule of statutory construction is to ascert ain and give effect to the intention or purpose of

the leg islature

as expres sed in

the statute. Memphis Pub. Co. v. Tennessee Petroleum Underground Storage Tank Bd. , 975 S.W.2d 3 03 (Tenn . 1998); West inghouse Electric Corp. v. King , 678 S.W.2d 1 9 (Tenn. 1984). Th e appell ants quote

from Steele v. Industrial Development

Board , 950 S.W.2d 345 (Tenn. 1997), to argue that the inclusion of the words “I-840" and “Interstate 840" in the memorandum, and the adoption of the memorandum by the Ge n eral Assembly demonstrates a le gislative intention to build the road in accordance with all of the rules and reg ulations a pplicabl e to inter state hig hway s: “legislative intent is to be ascertained from the ordinary and natural meaning of the langua ge used in the

statute, without any

forced or subtle construction that w ould extend or limit its me aning. The statu te must be construed in its enti rety , and it-4-

should be assumed that the legislature used each word

purposely and that those wor ds convey some intent and ha ve a meaning and a purpose.”
950 S.W.2d at 348. Appellee quotes the

langua ge fro m Steele

tha t immediate

ly f ollows the above, and argues that
a broader reading of

the statute than is advocated by the appellants is necessary in order to ascer tain the true intentionsof the le gislatu re:
“The background, purpose, an d genera l circumstances under which words are used in a statute must be considered, and it is improper to take a word or a fe w words from its context and, with them isolated, attempt to determine their meaning.”
Ibid. Appellee notes tha t the cap tion and bo dy o f the 1986 Tax Act ind

icates a purpose o nly

to amendthe Tax Code, in order to increase state revenues f or highway s. He argues that the appellant has seized upon the words “In terstate 840" in is olation to

reach a conclusion that is unsupported by any other language in t

he statute: namely that the leg islature intended to bind the Department of Transportation to se ek fe de ra l f un di ng , t o p la n, an d t o c on st ru ct Ro ut e 8 40 as a f ed er al ai d h ig hw ay, thereby subjecting the entire project to all the federa l statutes, regulations and approvals that apply to such pr ojects.
Both par ties urge us to look at some related statutes, in accorda nce with another rule of statutory construction, that statutes relating to the same subject matter and forming a single scheme should be co ns tr ue d t og et he r t o p ro mo te co ns is te nc y an d u ni fo rm it y. State ex rel. Witcher v. Bilbrey, 878 S.W.2d 567 ( Tenn. Ct. A pp. 1994) ; Westinghouse Electric v. King , 678 S.W.2d 19 (Tenn. 1984). Appellan ts direct our attention to some subsequent enactments, including Acts 1997, ch. 31 6 , § 1, which added another subsection to Tenn. Code. Ann . § 67-3-2 003, and w hich state s in pertinent part, “[t]h e commi ssioner of transportation may consider a northern route to complement the Bicentennial Parkway pr o je ct known as Interstate 840.”Tenn. Code. Ann. § 67-3-2003(e). Appellan ts also pointout that bo th befor e and af ter the Co mmissioner

withdrew

the appli cation to have the road designated as an interstat e highw ay, numerous planning documents, press releases, and other document s emanat

ing fro m the Depa

rtm ent of Tran sportation, have referred to the disputed road as I-840. Appellee directs us to Tenn. Code . Ann. § 54-1-105, which describes the rather extensive authority of the Commissioner of Transportation over the “construction, repair, and maintenance of all roads . . . .” He argues that the Commissioner’s authority includes the power to seek whatever designationof Route 840 that in his judgment best serves the needs of the people of Tennessee, and th at there i s not hing i n the 1 986 Ta x Act expr essly st ating o r neces saril y implying an intent t o modify or limit his authority

.-5-

Appellee also argues that we must give deference to the interpretation of statute followed by the administrative agency charged with its enforcement or

execution. Consumer Advocate Division
v. Greer , 967 S.W.2d 7 59 (Tenn . 1998); Riggs v. Burson , 941 S.W.2d 44 (Tenn. 1997). This wellestablished rule perhaps carries additional weig ht here, because the letter and memora ndum from which this case arose was drafted not by the legislature, but by

the Commissioner of the agency w ith the primary re sponsibility for roads in this state.
Both parties have ably

pres ented ar gumentsin support of their r especti ve positio ns, and if
we considered Tenn. Code. Ann. § 67-3-2003 in isolation, this case might present a closer question. It appear s to us, however, that to correctly interpret the Tennessee statute, we must also consider the effect of the federal statute that sets out the proc ess for making a dditions to t

he inter state

highway system.
IV. T HE I NTERSTATE H IGHWAY S YSTEM
As the Commissioner points out, neither he nor the legislature of this state nor its courts have the power to designate a road as pa rt of the interstate highway system. That

power is v ested sol ely in the United States Sec retary of Transportation, who may grant such a designation upon the application of the state. See 23 U.S.C. § 103(c).
The federa

l statute provides two ways whe

reby a r oad becomes a part of

the inter state sy stem. If a road has not y et been built or not yet built to interstate standards, and the Secretary determines that such a route would provide “a logical addition or connection to the I nterstate System,” then upon the recommendation of the state in which the highway is located, the Secretary

may designate it as
a route on the system. The Sec retary ’s designation is condit ional upon the state entering into a written agree

ment to mee

t all the in

terstate standar ds, appa rently including

compliance with a

ll ap plicable

federa l rules, including

the prep aration

of envir onmental impact sta

tements prior t o beginning construction. 23 U.S.C. §103(c)(4)(B ).
A h ighway

may also be added to the federal interstate sy stem after it has been completed

. 23 U.S.C. 103(c)(4)(A). As in Subsection (B), supra, the Sec retary must first de termine that the highw aywoul d be a logical add ition or co nnection

to the inte

rstate hi ghway

sys tem, and t

he state must re co mm en d i ts in cl us io n. Th e c om pl et ed hi gh wa y m us t also meet all the standards of construction requi red fo r interstate highway s, but it seems unlikely that this would include a backward look to determine if the proper environme ntal studies were done prior to construction.
The appel lants are not arguin g t hat the Depart ment must eventuall

y a pply for inter state sta

tus. They argue rather, tha t because of the use of the words “I -840" and “I

nterstate 840" in the commissioner’s memorandum, the only ac ceptable interpretation of Tenn. Code. Ann. § 67-3-2003 is that the Stat e w as required to seek designation of the roa d as an interstate prior to beginning construction, and/or to

comply with all the environmental regulations that accompany that proc ess.-6-

We can not f

aul t t he p eti ti one rs f or s eek in g to pro tec t t hei r la nd a nd t hei r co mm uni ti es. It ap pears to us, howev er, that their re ading o f Tenn. Co de. Ann. § 67-3-200 3 would impe rmissibly stretch and distor

t the limits o f statutor

y in terpre tation. Ev en if

we agreed that Tenn. Code. Ann. § 67-3-2003 requires the Department to seek interstate status for Route 840, we cannot find any thing in the statute to

indicate that it is re

quired to seek such status under Subsection (B ) of 23 U. S.C. § 103(c)(4), rather thanunder Sub section (A). We therefore must reject the petitioners’ a rgument.
V. O THER I SSUES a. T HE T IME FO R C OMPLE TION OF R OUTE 840
The second i ssue ra ised by the Assoc iation invo lves the D epartme nt’s fail ure to co mplete Route840 before the end of the 1998-1999 fiscal y ear, as Tenn. Code. Ann. § 67-3-2003(b)(1)(A) states that it is to do. The app ellants argue that the 1998-1999 fiscal y ear-end is a mandatory deadline for comp letion of this (and other) projects, and that it therefore must abandon a ll such project s unless and until the Gene ral Asse mbly decidesto extend the time for TDOT to c omplete them. The trial court held, however, that the schedule in the statute was not mandatory , but directory
on ly. The trial court’s holding i s consiste nt with the general rule that “statutory provisions relating to t he mode or time of doing an act to which the statute applies ar e ordinarily he

ld to be directory rather than mandatory.” See Trapp v. McCormick , 130 S.W.2d 122 ( Tenn. 193 9); Presley v. Benne tt , 860 S.W.2d 857 (Tenn. 1993).
The appellee points out that the 1986 Tax Act states that the new gasoline tax was intended, among other things, to generate funding for new construction on the pr imarysys tem of sta

te hi gh wa ys over the period from 1986 to 1999, Tenn. Code. Ann. § 67-3-2001(f)(1)(C), and that the projected completion dates were designed to match this goa l. The appellee arg ue s that the Department’s ability to meet this schedule depends on suff icient tax revenues being genera ted each year, and sufficient funds being appropriated e ach ye ar by the Ge neral Assembly so these

and other projects can becomplete d on time. T he appellee arg

ues, in sho

rt, that th e Depar tment’s a bility to meet the schedule set out by the General Assem

bly is at leas t partly

bey ond its con

trol, and partly within the control of the General Assembly itself. He has not argued, however, tha t the delay in the compl etion of the road wa s actu ally due t o inad equacy of f undi ng.
It is of greater importance for the appellee’s argument that there is nothing in the 1986 Tax Act or in any subseque nt enact ment by the leg islature

that would

repeal its author

ization of Route 840, or to establish any

other pe nalty or legal consequence if TDO T does not finish the project on schedule. Given the

legis latu re’s sile

nce on a matter th at would b e indispe nsable if it intende d to compel the Department to meet the schedule it set out, we must conclude that the t rial court was correct in holding that the 1999 com pletion date should be considered to be directory rather than mandatory.-7- b. A UTHORIZATION BY THE L EGISLATIVE S PEAKE RS Appellan ts’ final ar gument i s that the Co mmissioner violated the termsof Tenn. Code. Ann. § 67-3-2003(b)(1)(A) by

not obtaining the approval of the Speaker of the House of Representatives and the Speaker of the Senate before cha nging Route 840 from an interstate highwa y to a stat

e hi gh wa y. While achange in the path of the road or in its configuration as a four-lane highw ay might require the assent of the two spea kers, we have alr eady held that the leg islature

didnot intend to bind the Departm

ent of Tr ansporta tion to build

Route840 as an interstate highway

. The Commissioner was therefore not required to g et permission before designating Route 840 as a state highway

. VI.
The order of the trial court is affirmed. Remand this cause to the Chanc ery Court of Davidson County

for fur ther pro ceeding s consiste nt with thisopinion. Tax the costson appea l to the appellants, Southwest Williamson County Community Association, W ill iam B. Caldwell and Micaro Properties.

_________________________________________ BEN H. CA

NTREL L, PRESI DIN G JUDGE, M. S.