Filed 1/24/17

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIFTH APPELLATE DISTRICT

MERCED IRRIGATION DISTRICT,

Petitioner,

v.

THE SUPERIOR COURT OF MERCED 

COUNTY,

Respondent;

HART HIGH-VOLTAGE APPARATUS 

REPAIR AND TESTING CO., INC.,

Real Party in Interest.

F072704

(Super. Ct. No. CV003013)

OPINION

ORIGINAL PROCEEDING; petition for writ of mandate, prohibition and/or other 

appropriate relief. Donald J. Proietti, Judge.

Urrabazo Law, Donald Urrabazo, Arturo Padilla and Joon Song for Petitioner.

No appearance for Respondent.

Michel & Fackler, Michael D. Michel and Kate Morrow for Real Party in Interest.

-ooOooMerced Irrigation District (MID) initiated this writ proceeding to challenge the 

trial court‘s conclusion that MID was not a ―municipal corporation‖ for purpose of Public 
2.

Utilities Code section 10251.1 Under that provision, municipal corporations are 

authorized to recover all damages from any person who injures any facility or equipment 

of the municipal corporation through want of care. The specific measure of damages 

authorized is the cost of repair or replacement, which includes administrative and other

overhead expenses that are difficult to collect in an ordinary negligence action. Here, 

MID contends the impact of limiting its recovery to the diminution in the value of the 

damaged equipment could be in the millions of dollars.

The trial court noted that the meaning of ―municipal corporation‖ as used in 

section 10251 presented a controlling legal issue of first impression and an appellate 

resolution of that question may materially advance the conclusion of the litigation. 

Accordingly, we issued an order to show cause.

The first question of statutory interpretation is whether the term ―municipal 

corporation‖ is ambiguous. We conclude an ambiguity exists because, historically, 

―municipal corporation‖ has been interpreted different ways in different contexts. The 

second question of statutory interpretation is how to resolve the ambiguity. Nothing in 

the statutory text or legislative history suggests the Legislature ever considered whether 

to extend the benefits of section 10251 to irrigation districts. Furthermore, there are a 

variety of ways to describe the statutory purpose, some of which would be promoted by 

including irrigation districts and others which would not. In the face of this uncertainty 

as to purpose, we return to the statutory text. The term ―municipal corporation‖ is 

usually understood in its strict or proper sense. We adopt this meaning because it is the 

most common and, therefore, the best indicator of statutory intent.

Therefore, we conclude the term ―municipal corporation‖ used in section 10251 

does not include irrigation districts. Accordingly, the trial court properly granted 

summary adjudication of MID‘s fourth cause of action under section 10251.

 

1 All unlabeled statutory references are to the Public Utilities Code.
3.

We therefore deny the petition for writ of mandate.

FACTS

Plaintiff MID is an irrigation district organized under the laws of the State of 

California with its principal place of business in Merced County. MID is not organized 

as a corporation, but contends it is a ―municipal corporation‖ for purposes of 

section 10251.

Plaintiff Pacific Gas and Electric Company (PG&E) is a California corporation. 

PG&E provides gas and electrical service to about 15 million end users in northern and 

central California and is regulated by the California Public Utilities Commission.2 In this 

case, MID contends that PG&E is a public utility or an ―electrical corporation‖ for 

purposes of section 7952.3

MID‘s and PG&E‘s first amended complaint alleges that MID and PG&E ―are the 

owners and operators of a transformer located at the Exchequer Dam on the Merced 

River‖ in Merced County (Exchequer transformer). The Exchequer transformer was an 

Allis-Chalmers 100 MVA Auto Transformer and was part of the power plant at the 

Exchequer reservoir.

Defendant HART High-Voltage Apparatus Repair and Testing Co., Inc. (HART) 

is a California corporation. In July 2009, HART submitted a quote to MID for servicing 

the Exchequer transformer. The work involved draining the transformer of insulating 

fluid, performing an internal inspection, removing and replacing five electro coolers, 

replacing a variety of gaskets, replacing other parts, refilling the transformer and 

performing tests. HART estimated the total price of this work at $122,415.

 

2 Panoche Energy Center, LLC v. Pacific Gas and Electric Company (2016) 1 

Cal.App.5th 68, 72.

3 Section 7952 sets forth the measure of damages for damage done to a facility of an 

electrical corporation.
4.

In September 2009, MID and HART signed Exchequer Contract 2009-08 pursuant 

to which MID agreed to the payment terms in HART‘s quotation and HART agreed to 

(1) perform all services outlined in its quotation and (2) maintain insurance coverage in 

accordance with MID‘s written requirements. The procedures HART agreed to perform 

included the following: ―8) Verify all tools and materials have been removed from the 

transformer after internal inspection and repairs have been performed.‖

During HART‘s performance of the contract for servicing the Exchequer 

transformer, an incident occurred that gave rise to this litigation. MID and PG&E alleged 

that a HART employee dropped a washer into the Exchequer transformer.

HART asserted the Exchequer transformer was not physically damaged when the 

loose washer was dropped into it, but MID chose not to reenergize the transformer, 

allegedly out of concern that the transformer could be damaged if it was restarted with a 

loose washer inside it. MID responded to HART‘s view of damage by contending all 

parties agreed the transformer could not be reenergized with a loose metallic washer 

inside and, as such, the transformer was rendered unsuited for its intended purpose and 

had to be replaced.4

PROCEEDINGS

In December 2012, MID and PG&E, as coplaintiffs, filed this lawsuit against 

HART in Merced County Superior Court. In August 2013, MID assigned all rights to its 

causes of action arising from the washer incident to PG&E, including the cause of action 

for breach of contract. In the assignment agreement, MID represented that it had 

received $1,032,000 pursuant to its insurance contract with the Joint Powers Insurance 

Authority to partially compensate it for damages or losses arising from the incident, 

 

4 MID‘s discovery responses stated ―reenergizing with the washer inside could lead 

to an explosion and/or an oil spill which could contaminate the nearby Merced River.‖ 

The parties‘ dispute about damages is immaterial to our determination of the meaning of 

the term ―municipal corporation.‖
5.

which funds it agreed to forward to PG&E. MID also represented: ―It has been fully 

compensated by PG&E for any costs and/or expenses M[ID] has incurred arising from or 

related to the Incident.‖ MID and PG&E also agreed they would be represented by the 

same law firm in the lawsuit against HART, with PG&E being solely responsible for the 

attorney fees and costs of that representation. 

In August 2014, MID and PG&E filed a first amended complaint against HART, 

which is the operative pleading in this matter. The first amended complaint alleged four 

causes of action against HART: (1) negligence, (2) breach of contract, (3) violation of 

section 7952, and (4) violation of section 10251. There is no dispute about the causes of 

action being asserted, but MID has clarified that it does not claim recourse to section 

7952 and PG&E does not claim recourse to section 10251.

Motion for Summary Adjudication

In June 2015, HART filed a motion for summary adjudication as to all of PG&E‘s 

causes of action and as to MID‘s causes of action for violations of sections 7952 and 

10251. If the motion had been granted in full, the lawsuit would have been reduced to 

MID‘s causes of action for negligence and breach of contract.

HART‘s motion asserted that it was undisputed that MID was an irrigation district 

and was not a corporation or a municipal corporation. MID objected to these assertions, 

arguing they were legal conclusions and not facts. In addition, MID contended that it 

was a municipal corporation for purposes of section 10251.

HART‘s motion also asserted that MID was the sole owner of the Exchequer 

transformer at the time of the washer incident. HART supported this assertion by 

referring to various discovery responses and the June 25, 1964, power purchase 

agreement between MID and PG&E, which stated that MID ―shall construct at its own 

risk and expense, and shall be the sole owner (under Federal Power Commission License) 

of the project.‖
6.

MID‘s opposition papers disputed HART‘s assertion that MID was the sole owner 

of the Exchequer transformer. MID argued that PG&E had ownership rights in the 

Exchequer transformer pursuant to the 1964 power purchase contract between MID and 

PG&E, which (1) entitled PG&E to all electricity generated by the project; (2) made 

PG&E responsible for all costs associated with maintaining and operating the Exchequer 

power plant; and (3) granted PG&E the right to enter upon, operate and maintain any part 

of the power plant in the event that MID failed to operate and maintain the project in 

accordance with the power purchase contract.

Order Granting Summary Adjudication

In September 2015, the trial court held a hearing on HART‘s motion for summary 

adjudication. Subsequently, the trial court filed a written order granting summary 

adjudication as to MID‘s third and fourth causes of action for violations of sections 7952 

and 10251. The court noted that MID conceded it could not maintain an action under 

section 7952 because it was not a public utility.

As to MID‘s cause of action under section 10251, the court determined as a matter 

of law that MID was not a municipal corporation for purposes of section 10251. The 

court found the question presented was an issue of first impression.5

The Writ Petition

In November 2015, MID filed with this court a petition for writ of mandate, 

prohibition or other appropriate relief seeking review of the statutory interpretation that 

MID was not a municipal corporation for purposes of section 10251. MID supported its 

petition by filing a request for judicial notice of documents compiled by LRI History 

 

5

In addition, pursuant to Code of Civil Procedure section 166.1, the trial court 

stated it believed that its resolution of MID‘s cause of action under section 10251 

involved a controlling question of law as to which there were substantial grounds for 

differences of opinion and appellate resolution of that question might materially advance 

the conclusion of the litigation.
7.

LLC6relating to Statutes 1969, chapter 709 (Sen. Bill No. 939) and Statutes 1976, 

chapter 617 (Assem. Bill No. 3398).

Within two weeks, this court issued an order to show cause, directing HART to 

file a written return within 30 days and directing MID to file a reply within 30 days from 

the filing of HART‘s return. This court also stayed the trial scheduled in January 2016 

and granted MID‘s request for judicial notice. Our consideration of HART‘s opposition 

to the request for judicial notice was deferred until consideration of the petition‘s merits.

DISCUSSION

I. BASIC LEGAL PRINCIPLES

A. Standard of Review

When reviewing the grant of a motion for summary adjudication, appellate courts 

independently consider and decide whether a triable issue of material fact exists and 

whether the moving party is entitled to summary adjudication as a matter of law. (Haney 

v. Aramark Uniform Services, Inc. (2004) 121 Cal.App.4th 623, 631.)

B. Statutory Construction

Our Supreme Court‘s approach to the judicial interpretation of California statutes 

is well established. (People v. Castillolopez (2016) 63 Cal.4th 322, 329.) A court‘s 

― ̳role in construing a statute is to ascertain the intent of the Legislature so as to effectuate 

the purpose of the law.‘‖ (Ibid.) Courts ― ̳look first at the words themselves, giving them 

their usual and ordinary meaning‘‖ because statutory language is generally the most 

reliable indicator of that intent. (Ibid.)

 

6 The authentication of the records submitted with the documents comprising the 

legislative history stated that LRI History LLC was formerly Legislative Research 

Institute; Legislative Research, Incorporated; and Legislative Research & Intent LLC. 

(See People v. McLernon (2009) 174 Cal.App.4th 569, 576–577 [documents constituting 

part of legislative history for Pen. Code, § 1203.4 furnished by Legislative Research 

Incorporated].)
8.

1. Statutory Language With a Plain Meaning

When the statutory language, standing alone, is clear and unambiguous—that is, 

has only one reasonable construction—courts usually adopt the plain or literal meaning of 

that language. (Hughes v. Board of Architectural Examiners (1998) 17 Cal.4th 763, 775; 

Lungren v. Deukmejian (1988) 45 Cal.3d 727, 735.)

The plain meaning of the words of a statute may be disregarded only when the 

application of their literal meaning would (1) produce absurd consequences that the 

Legislature clearly did not intend or (2) frustrate the manifest purposes that appear from 

the provisions of the legislation when considered as a whole in light of its legislative 

history. (Faria v. San Jacinto Unified School Dist. (1996) 50 Cal.App.4th 1939, 1945; 

see Bob Jones University v. United States (1983) 461 U.S. 574, 586 [a well-established 

canon of statutory construction provides that literal language should not defeat the plain 

purpose of the statute]; Provigo Corp. v. Alcoholic Beverage Control Appeals Bd. (1994) 

7 Cal.4th 561, 567 [plain meaning approach to constitutional provision rejected to avoid 

absurdity].)

2. Statutory Language That is Ambiguous

Statutory language susceptible to more than one reasonable interpretation is 

regarded as ambiguous—that is, it has no plain meaning. (Honchariw v. County of 

Stanislaus (2013) 218 Cal.App.4th 1019, 1027.) Whether statutory language is 

ambiguous is a question of law subject to an independent determination on appeal. 

(Wells Fargo Bank, N.A. v. 6354 Figarden General Partnership (2015) 238 Cal.App.4th 

370, 381 (Wells Fargo).)

When statutory language is susceptible to more than one reasonable interpretation, 

courts must (1) select the construction that comports most closely with the apparent intent 

of the Legislature, with a view to promoting rather than defeating the general purpose of 

the statute and (2) avoid an interpretation that would lead to absurd consequences. (Wells 

Fargo, supra, 238 Cal.App.4th at p. 381.) The apparent intent of the Legislature is 
9.

determined by reading the ambiguous language in light of the statutory scheme rather 

than reading it in isolation. (Lungren v. Deukmejian, supra, 45 Cal.3d at p. 735.) Stated 

another way, the ambiguous language must be construed in context, and provisions 

relating to the same subject matter must be harmonized to the extent possible. (Ibid.) In 

addition, courts determine the apparent intent underlying ambiguous statutory language 

by evaluating a variety of extrinsic aids, including the ostensible objects to be achieved 

by the statute, the evils to be remedied, public policy, and the statute‘s legislative history. 

(Wells Fargo, supra, at p. 381.)

One difficulty in ― ̳ascertain[ing] the intent of the Legislature‘‖ (People v. 

Castillolopez, supra, 63 Cal.4th at p. 329) was described by ―John Chipman Gray ... 

more than a century ago:  ̳[I]n almost all [cases of statutory interpretation], it is probable, 

and ... in most of them it is perfectly evident, that the makers of the statutes had no real 

intention, one way or another, on the point in question; that if they had, they would have 

made their meaning clear; and that when the judges are professing to declare what the 

Legislature meant, they are, in truth, themselves legislating to fill up casus omissi.‘‖ 

(Scalia & Garner, Reading Law: The Interpretation of Legal Texts (2012) 395.)7

This difficulty is present in this case. Nothing in the statutory text or legislative 

history demonstrates or suggests that the Legislature recognized the ambiguity of the 

term ―municipal corporation‖ and held a particular view about how the ambiguity should 

be resolved or, alternatively, recognized a legislative consensus about its meaning could 

not be reached and, thus, resigned itself to using the ambiguous term and letting the 

judiciary resolve its meaning.

 

7 Black‘s Law Dictionary (9th ed. 2009) defines the Latin phrase ―casus omissus‖ as 

―[a] situation not provided for by a statute or contract, and therefore governed by caselaw 

or new judge-made law.‖ (Id. at p. 247.)
10.

II. ANALYSIS OF THE MEANING OF SECTION 10251

A. Statutory Text

In accordance with the principle that a court‘s determination of the meaning of a 

statute begins with its actual words, we turn to the text of section 10251:

―Any person who injures or destroys, through want of proper care, any 

necessary or useful facility or equipment of any municipal corporation is 

liable to the municipal corporation for all damages sustained thereby. The 

measure of damages to the facility or equipment injured or destroyed shall 

be the cost to repair or replace the property injured or destroyed including 

direct and allocated costs for labor, materials, supervision, supplies, tools, 

taxes, transportation, administrative and general expense and other indirect 

or overhead expenses, less credit, if any, for salvage. The specifying of the 

measure of damages for the facility or equipment shall not preclude the 

recovery of such other damages occasioned thereby as may be authorized 

by law.‖ (See Stats. 1976, ch. 617, § 1, p. 1467, italics added.)

The Public Utilities Code does not define the term ―municipal corporation‖ for 

purposes of section 10251 or, more generally, for purposes of the entire code. Thus, the 

Legislature did not explicitly address and resolve the question presented in this writ 

proceeding.8

B. Threshold Question: Ambiguity

The parties‘ dispute over the meaning of the term ―municipal corporation‖ used in 

section 10251 leads us to the threshold legal question of whether the term is ambiguous. 

(See Wells Fargo, supra, 238 Cal.App.4th at p. 381 [existence of statutory ambiguity is a 

question of law].) For the reasons stated below, we conclude ―municipal corporation‖ is 

an ambiguous term.

 

8 We note that, pursuant to section 203, the definitions of ―corporation,‖ ―person,‖ 

―electrical corporation,‖ ―local publicly owned electric utility‖ and ―electric service 

provider‖ in the Public Utilities Act, sections 201 through 2282.5, do not explicitly apply 

to section 10251 because those definitions are in a different division of the Public 

Utilities Code. (See §§ 204 [corporation], 205 [person], 206 [person, corporation], 218 

[electrical corporation], 224.3 [local publicly owned electric utility], 394 [electric service 

provider].)
11.

1. Dictionary Definitions

The California Supreme Court has stated that, when interpreting a statute, courts 

appropriately refer to dictionary definitions to ascertain the ordinary, usual meaning of a 

word. (Wasatch Property Management v. Degrate (2005) 35 Cal.4th 1111, 1121–1122.) 

For example, in Wallace v. County of Stanislaus (2016) 245 Cal.App.4th 109, we turned 

to Black‘s Law Dictionary for the meaning of words that were not defined by the statute. 

(Id. at pp. 125–126.) If one assumes that the Legislature was aware of the dictionary 

definition of a term when it passed the bill in question, then the edition of the dictionary 

to be consulted is the one current when the Legislature adopted section 10251 in 1976. 

(See Graham v. DaimlerChrysler Corp. (2004) 34 Cal.4th 553, 570, fn. 4 [cite to the 

1968 edition of Black‘s Law Dict.]; Smith v. Selma Community Hospital (2010) 188 

Cal.App.4th 1, 31.)

The edition of Black‘s Law Dictionary that was current when section 10251 was 

enacted defined ―municipal corporation‖ as follows:

―A public corporation, created by government for political purposes, 

and having subordinate and local powers of legislation. [Citations.] [¶] ... 

[¶]

―Cities, towns, and villages are municipal corporations proper. 

[Citation.] On the other hand, such term in many instances does not extend 

so far as to include counties; [citation]; or drainage districts; [citation]; or 

irrigation districts; Crawford v. Imperial Irr. Dist., 200 Cal. 318, 253 P. 

726, 729; or road districts; [citation]; or school districts; [citation].‖ 

(Black‘s Law Dict. (4th rev. ed. 1968) pp. 1168–1169, italics added.)9

The relevant edition of Webster‘s Third New International Dictionary defined 

―municipal corporation‖ as ―a political unit (as a town, city or borough) created and given 

 

9 For purposes of comparison, a more recent edition defined ―municipal 

corporation‖ as ―[a] city, town, or other local political entity formed by charter from the

state and having the autonomous authority to administer the state‘s local affairs; esp., a 

public corporation created for political purposes and endowed with political powers to be 

exercised for the public good in the administration of local civil government.‖ (Black‘s 

Law Dict. (9th ed. 2009) p. 1113, col. 2.)
12.

quasi-independent status by a nation, state, or other major governing authority and usu. 

endowed with powers of local self-government : a public corporation created by law to 

act as an agency of administration and local self-government.‖ (Webster‘s 3d New 

Internat. Dict. (1976) p. 1487.)

2. Historical Background

In Turlock Irrigation Dist. v. Hetrick (1999) 71 Cal.App.4th 948 (Hetrick), this 

court addressed whether an irrigation district was empowered under the Public Utilities 

Code or the California Constitution to provide natural gas service to its customers and 

concluded it was not. (Id. at p. 950.) The irrigation district argued that it was a 

municipal corporation and, therefore, it had the powers granted to municipal 

corporations, including the power to own and operate any public utility. (Ibid.) Quoted 

below is Hetrick‘s overview of irrigation districts and municipal corporations, which 

includes a discussion of various ways to interpret the term ―municipal corporation.‖ The 

cases cited were decided before section 10251 was enacted in 1976 and, consequently, 

help establish the wider historical circumstances that existed when section 10251 was 

enacted.10

―We begin with a brief overview of statutory enactments enabling 

and regulating irrigation districts. In 1887, the California Legislature 

enacted the Wright Act, which gave irrigation districts the power to 

construct and maintain irrigation and drainage systems. The WrightBridgeford Act was passed 10 years later. The principal purpose of this 

legislation  ̳was to put water to agricultural use. Powers were adequate for 

securing a water supply and furnishing it to included lands.‘ (Henley, The 

Evolution of Forms of Water Users Organizations in California (1957) 45 

Cal.L.Rev. 665, 668; Harding, Background of California Water and Power 

Problems (1950) 38 Cal.L.Rev. 547, 555.) In 1919, the Wright-Bridgeford 

Act was amended to permit irrigation districts to engage in the generation, 

distribution and sale of electricity. (Stats. 1919, ch. 370, § 1, p. 778.) In 

 

10 The ―wider historical circumstances‖ of a statute‘s enactment are relevant to 

ascertaining legislative intent. (Dyna-Med, Inc. v. Fair Employment & Housing Com.

(1987) 43 Cal.3d 1379, 1387 (Dyna-Med).)
13.

1943, a new set of enabling statutes known as the Irrigation District Law, 

codified at Water Code section 20500 et. seq., was enacted. This 

legislation granted irrigation districts authority to  ̳do any act necessary to 

furnish sufficient water in the district for any beneficial use.‘ (Wat. Code, 

§ 22075.) In 1949, irrigation districts were granted power to acquire rock 

quarries and other projects for the preparation of sand and cement. (Gov. 

Code, § 55500.) These statutes remain in force today.

―A municipal corporation is a type of public corporation.  ̳Any 

municipal corporation may acquire, construct, own, operate, or lease any 

public utility.‘ (Pub. Util. Code, § 10002.)  ̳―Public utility‖ as used in this 

article, means the supply of a municipal corporation alone or together with 

its inhabitants, or any portion thereof, with water, light, heat, power, 

sewage collection, treatment, or disposal for sanitary or drainage purposes, 

transportation of persons or property, means of communication, or means 

of promoting the public convenience.‘ (Pub. Util. Code, § 10001.) A 

municipal corporation may also  ̳establish, purchase, and operate public 

works to furnish its inhabitants with light, water, power, heat, 

transportation, or means of communication.‘ (Cal. Const., art. XI, § 9.)

―Defining the exact legal nature of districts such as T[urlock 

Irrigation District] is problematic.  ̳What is a ―municipal corporation,‖ as 

that term is used in particular provisions of the constitution or in a statute, 

is often difficult to determine and there is considerable conflict in the 

decisions. No general rule can be stated.‘ (1 McQuillan, Municipal 

Corporations (3d ed. 1987) § 2.27, p. 188.)  ̳A ―district‖ has been variously 

characterized by the courts as a ―public corporation,‖ ―municipal 

corporation,‖ ―quasi-municipal public corporation,‖ ―state agency,‖ ―public 

agency,‖ ―agency or auxiliary of the state,‖ ―public corporation for 

municipal purposes,‖ ―quasi-municipal corporation,‖ and other equally 

unenlightening descriptions. A glance at the leading municipal text 

convinces one of the hopelessness of confining ―districts,‖ ―public 

corporations,‖ or ―municipal corporations‖ within the neat box of a 

definition.‘ (Hamilton,  ̳Districts’–What Are They? (1967) 42 State Bar J. 

119, fns. omitted.) These  ̳instrumentalities of local government ... defy 

simple definition or easy classification.‘ (Ibid.) Irrigation districts are 

sometimes referred to as municipal corporations, but it seems that they are 

not municipal corporations in the strict or proper sense of that term as it is 

usually understood, though they are public corporations for municipal 

purposes. (Whiteman v. Irrigation District (1922) 60 Cal.App. 234, 237

[212 P. 706].) They have also been public agencies in the nature of 

municipal corporations. (Water Users etc. Assn. v. Railroad Com. (1922) 

188 Cal. 437, 443 [205 P. 682], overruled on other grounds by Los Angeles 
14.

Met. Transit Authority v. Public Util. Com. (1963) 59 Cal.2d 863 [31 

Cal.Rptr. 463, 382 P.2d 583].) And authorities dealing with municipal 

corporations have been cited and applied in an irrigation district case on the 

ground that the similarity between the two is so close that the same general 

principles should be applicable. (La Mesa etc. Irr. Dist. v. Halley (1925) 

197 Cal. 50, 60–61 [239 P. 719].)  ̳An irrigation district has been held to be 

a municipal corporation within the meaning of some provisions of the state 

constitution or statutes, but not within another provision.‘ (1 McQuillan, 

Municipal Corporations, supra, § 2.27a, p. 190, fns. omitted.)‖ (Hetrick, 

supra, 71 Cal.App.4th at pp. 951–952.)

The foregoing discussion of the uncertainty surrounding the meaning of the term 

―municipal corporation‖ leads us to conclude that the term is ambiguous.11 Stated 

another way, ―municipal corporation‖ is reasonably susceptible to multiple 

interpretations, some of which might include or exclude a particular irrigation district.

3. Possible Reasonable Interpretations

As the foundation for our analysis of the interpretations presented by the parties, 

we recognize three basic ways to reasonably interpret section 10251‘s term ―municipal 

corporation‖:

One: Strictly, so that it never includes an irrigation district. (See Hetrick, 

supra, 71 Cal.App.4th at p. 952 [irrigation districts are not municipal 

corporations in the strict or proper sense of that term].)

Two: Broadly, so that it always includes all irrigation districts. (See Rock 

Creek Water Dist. v. County of Calaveras (1946) 29 Cal.2d 7, 10 [under 

policy protecting county‘s property tax base, ―the [constitutional] term 

municipal corporation must be given a broad meaning unrestrained by the 

strict technical sense of the term‖; irrigation district fell within term 

municipal corporation].)

Third: Flexibly, so that it is possible for an irrigation district to qualify as a 

―municipal corporation‖ when certain factors relating to the underlying 

purpose of the statute are present.

 

11 One consequence of our legal conclusion that section 10251 is ambiguous is the 

rejection of one of the grounds raised in HART‘s opposition to MID‘s request for judicial 

notice of legislative history. HART contended judicial notice of legislative history was 

improper and unnecessary when the statute is unambiguous.
15.

The third possibility, unlike the first two, is not a single interpretation. Instead, it 

covers a range of interpretations falling between the first (i.e., strict) and the second (i.e. 

broad) interpretation. The range exists because of the variety of factors that could be held 

to be either (1) essential or (2) deserving of some weight in determining whether a 

particular irrigation district was a municipal corporation entitled to recover the additional 

damages allowed under section 10251. For instance, one could interpret ―municipal 

corporation‖ to include an irrigation district if and only if the irrigation district proves 

(1) the district‘s damaged facility or equipment was used to provide services ordinarily 

provided by a public utility and (2) such services had a municipal character—that is, were 

provided by the district to its inhabitants.12

The polar opposite interpretations, and the range of interpretations in between,

gives each party two ways to prevail. HART could win by convincing this court that, for 

purposes of section 10251, irrigation districts (1) are never municipal corporations or 

(2) are municipal corporations only if they satisfy a set of conditions that MID has not 

met. Conversely, MID could win a reversal by convincing us that, for purposes of 

section 10251, irrigation districts (1) are always municipal corporations or (2) are 

municipal corporations when certain factors are present and, at a minimum, there are 

triable issues of fact about the presence of those factors in this case.

C. Contentions of the Parties

1. MID’s Interpretation

MID has not urged us to adopt the broadest interpretation of municipal corporation 

and conclude that irrigation districts are always municipal corporations for purposes of 

 

12 A reason for adopting a test using the term ―its inhabitants‖ is that the term 

appears in the constitutional provision granting powers to municipal corporations and in 

the statutory definition of public utility. (Cal. Const., art. XI, § 9 [public works in 

municipalities, operation or regulation]; § 10001 [definition of public utility]; see 

Metropolitan Water Dist. v. Superior Court (1934) 2 Cal.2d 4, 7 [―supplying of water to 

the inhabitants of a city is deemed to be a legitimate municipal affair‖].)
16.

section 10251. Instead, MID argues it is a municipal corporation based on three 

undisputed facts. First, MID is an irrigation district. Second, MID exercised its statutory 

authority to acquire and operate a plant for the generation and sale of electric power. 

(See Wat. Code, § 22115.) Third, the property for which it seeks damages under 

section 10251 was used to transmit the electric power generated by its plant.

In summary, MID has argued for a broad, but not the broadest, interpretation of 

section 10251. In essence, MID contends an irrigation district is a municipal corporation 

for purposes of section 10251 if it generates and sells electricity.13

2. HART’s Interpretation 

HART argues for the strict construction of the term ―municipal corporation.‖ In 

HART‘s view, ―the Legislature has identified irrigation districts as state agencies and not 

municipal corporations for all purposes, precluding the selective enforcement of the 

statutory law.‖ HART relied on Water Code section 20570, which states that irrigation 

districts are state agencies.14 In addition, HART contends that MID‘s discovery 

responses establish that MID is not a corporation of any kind.

In response to MID‘s contentions, HART states that MID ―has not advanced any 

principled argument as to why it should be considered a municipal corporation for some 

 

13 At oral argument, counsel for MID acknowledged that MID was not, technically 

speaking, a municipal corporation, but it should be considered a municipal corporation 

for purposes of section 10251. 

14 HART‘s argument that Water Code section 20570 demonstrates the Legislature 

has identified irrigation districts as ―not municipal corporations for all purposes‖ (italics 

added) is hyperbole, unsupported by any statutory text or legislative history 

demonstrating, directly or by inference, the Legislature intended Water Code 

section 20570 to control situations arising outside the provisions of the Irrigation District 

Law. For instance, HART has presented nothing showing this section was adopted to 

overturn several cases holding that irrigation districts were municipal corporations in 

contexts not governed by the Water Code.
17.

purposes but not others, or how the courts should decide when the District is a municipal 

corporation and when it is not.‖

D. Statutory Context

The meaning of an ambiguous statutory phrase is not determined from a single 

sentence. (Lungren v. Deukmejian, supra, 45 Cal.3d at p. 735.) Rather, the meaning is 

determined by reading the ambiguous language in light of the statutory scheme and other 

statutory provisions relating to the same subject matter. (Ibid.) Accordingly, this part of 

the opinion describes (1) other statutes relating to damages; (2) section 7952, which 

addresses the damages an electrical corporation may recover for damages to its facilities 

or equipment; (3) Water Code provisions relating to irrigation districts in general or to 

MID in particular; and (4) other provisions of the Public Utilities Code.

1. General Statutory Provisions Relating to Damages

Section 10251 addresses the recovery of damages. The topic of damages for 

breach of contract and negligence is addressed in general provisions of the Civil Code. 

For instance, Civil Code section 3300 addresses contract damages and provides:

―For the breach of an obligation arising from contract, the measure 

of damages, except where otherwise expressly provided by this code, is the 

amount which will compensate the party aggrieved for all the detriment 

proximately caused thereby, or which, in the ordinary course of things, 

would be likely to result therefrom.‖

A limitation on the recovery of contract damages is set forth in Civil Code section 

3301, which provides: ―No damages can be recovered for a breach of contract which are 

not clearly ascertainable in both their nature and origin.‖

Civil Code section 3333 addresses the recovery of damages for various types of 

torts:

―For the breach of an obligation not arising from contract, the 

measure of damages, except where otherwise expressly provided by this 

code, is the amount which will compensate for all the detriment 

proximately caused thereby, whether it could have been anticipated or not.‖
18.

MID contends the foregoing provisions are relevant to interpreting section 10251 

because the Legislature adopted section 7952 and then added section 10251 because the 

remedies provided by the common law and Civil Code sections were insufficient for 

injuries to property used for utility purposes.

2. Specific Provision Relating to Damages to Utilities—Section 7952

Section 7952 ―[s]ets forth the measure of damages for damage done to a facility of 

a telegraph, telephone, electric or gas corporation.‖ (Legis. Counsel‘s Dig., Sen. Bill 

No. 939, 2 Stats. 1969 (Reg. Sess.) Summary Dig., p. 102.)15 Prior to the 1969 

amendment, section 7952 referred to ―all damages,‖ but did not define ―damages‖ or 

otherwise specify particular items that could be recovered. In 1969, section 7952 was 

amended to state in part:

―Any person who injures or destroys, through want of proper care, 

any necessary or useful facility or equipment of any telegraph, telephone, 

electrical, or gas corporation, is liable to the corporation for all damages 

sustained thereby. The measure of damages to the facility or equipment 

injured or destroyed shall be the cost to repair or replace the property 

injured or destroyed including direct and allocated costs for labor, 

materials, supervision, supplies, tools, taxes, transportation, administrative 

and general expense and other indirect or overhead expenses, less credit, if 

any, for salvage, as determined by such telegraph, telephone, electrical or 

gas corporations in conformity with a system of accounts established by the 

commission. The specifying of the measure of damages for the facility or 

equipment shall not preclude the recovery of such other damages 

occasioned thereby as may be authorized by law.‖ (Stats. 1969, ch. 709, 

§ 1, pp. 1389–1390, italics added.)

An unitemized document in the Governor‘s chapter bill file on Senate Bill No. 939 

(1969 Reg. Sess.)16 explained the reasons for amending section 7952 as follows:

 

15 The summary digests of Legislative Counsel are properly considered by an 

appellate court without the need for judicial notice because the digests are published. 

(People v. Rodriguez (2012) 55 Cal.4th 1125, 1129, fn. 4.)

16 A declaration of the research director at LRI History LLC stated the document was 

a true and correct copy obtained from the public source indicated.
19.

―The Public Utilities Code presently establishes liability for  ̳all 

damage‘ to equipment owned by utilities, but does not define  ̳damages‘. 

Such definition is necessary because of the direct interest the consuming 

public has in the recovery of this type [of] damage.

―Since the service is so highly specialized, the utilities can most 

economically and most effectively restore service to the public by repairing 

the damage to their own system. In repairing their own systems, utilities 

incur certain indirect costs. [¶] ... [¶]

―If the utility, and more importantly, the consuming public, is to be made 

whole for the cost of repairing such damage, the party causing the damage 

must be required to pay not only the direct cost, but also the indirect cost of 

making these repairs. Any indirect costs not recovered from the wrong 

doer must be recovered through rates charged to utility customers.

―The absence of a statutory definition of damages to utility property where 

the repair work is performed by utility forces has resulted in a great deal of 

litigation which could be avoided.

―Justice, equity and common sense require this amendment in order to 

define the measure of damage to a utility‘s property and to prevent needless 

and expensive litigation which must be paid for by the utility and therefore, 

the consuming public.‖

The enrolled bill memorandum to the Governor, dated August 7, 1969, for Senate 

Bill No. 939 stated, ―The bill was sponsored by Southern California Edison Company. It 

is intended to more clearly define  ̳damages‘ by including indirect charges.‖ The text and 

legislative history of section 7952 is relevant in this proceeding because that statute 

served as the pattern for section 10251.

3. Water Code Provisions Relating to Irrigation Districts

Water Code section 20500 states that the division containing Water Code 

sections 20500 through 29978 ―shall be known and may be cited as the Irrigation District 

Law.‖ Water Code section 20560 provides that irrigation districts, ―regardless of the date 

of formation, are subject to the provisions of this division.‖ Water Code section 20570 
20.

provides: ―It is reaffirmed that [irrigation] districts are state agencies formed and existing 

for governmental purposes.‖17 (See Wat. Code, § 20513 [definition of ―district‖].)

Water Code sections 22980, 22981 and 22982 apply to MID and two other 

irrigation districts. Water Code section 22981 grants specified powers to MID and the 

other districts. It states that the powers for the construction of facilities conferred by 

divisions of the Streets and Highways Code ―upon boards, officers, and agents of cities

shall be exercised by the board, officers, and agents of [MID], respectively.‖ (Wat. Code, 

§ 22981, subd. (e)(3), italics added.) MID contends this provision, which is more 

specific than Water Code section 20570, demonstrates that MID functions like a city or 

local governmental entity, not a state agency.

Water Code section 22115 sets forth the general powers granted to irrigation 

districts, including the acquisition, operation and control of plants for the generation, 

transmission, distribution, and sale of electric power. Water Code section 22116 states 

that provisions of the Irrigation District Law shall be ―construed and enforced as to apply 

to electric power.‖ Water Code section 22075 states that an irrigation district ―may do 

any act necessary to furnish sufficient water in the district for any beneficial use.‖ MID 

contends that the authorization to do any act necessary applies, as a result of Water Code 

section 22116, to an irrigation district‘s electric operations and authorizes it to recover the 

broader measure of damages.

 

17 Water Code section 20570 does not apply in all contexts. In Basurto v. Imperial 

Irrigation Dist. (2012) 211 Cal.App.4th 866, the court considered Government Code 

section 11410.30, which defines ―local agency‖ to include ―a county, city, [or] district‖ 

and concluded an irrigation district was a ―district‖ and therefore a local agency under for 

purposes of California‘s Administrative Procedures Act. (Id. at p. 881.) The court noted 

that ―other courts have recognized that water districts are not considered state agencies 

for all purposes. [Citation.]‖ (Id. at p. 882.)
21.

4. Other Provisions in the Public Utilities Code

As a further response to HART‘s argument that the Legislature established 

irrigation districts as state agencies and not municipal bodies, MID cites sections 394.6 

and 9607, subdivision (h) because those provisions refer specifically to MID.

Section 394.6 provides a general definition of ―service territory of a local publicly 

owned electric utility‖18 and then states: ―Furthermore, for purposes of this article, the 

boundaries of the Merced Irrigation District shall be as those boundaries existed on 

December 20, 1995, together with the territory of the Castle Air Force Base, which was 

located outside of the district on that date.‖ (Italics added.) MID cites this provision as 

further demonstrating that its electrical operations are similar to the operations conducted 

by a municipal corporation, not a state agency.

Section 9607 was enacted in 2000 and expressly states that ―[t]he intent of this 

section is to avoid cost-shifting to customers of an electrical corporation resulting from 

the transfer of distribution services from an electrical corporation to an irrigation 

district.‖ (§ 9607, subd. (a).) MID has cited subdivision (h) of section 9607 because that 

provision specifically mentions MID:

―The provisions of this section shall not apply to (1) a cumulative 90 

megawatts of load served by the Merced Irrigation District that is located 

 

18 The phrase ―[l]ocal publicly owned electric utility‖ is defined by section 224.3 as 

―[1] a municipality or municipal corporation operating as a  ̳public utility‘ furnishing 

electric service as provided in Section 10001, [2] a municipal utility district furnishing 

electric service formed pursuant to Division 6 (commencing with Section 11501), a 

public utility district furnishing electric services formed pursuant to the Public Utility 

District Act set forth in Division 7 (commencing with Section 15501), [4] an irrigation 

district furnishing electric services formed pursuant to the Irrigation District Law set 

forth in Division 11 (commencing with Section 20500) of the Water Code, or [5] a joint 

powers authority that includes one or more of these agencies and that owns generation or 

transmission facilities, or furnishes electric services over its own or its member‘s electric 

distribution system.‖ (Italics added.) This provision demonstrates the Legislature is 

capable of referring to both municipal corporations and irrigation districts in the same 

provision when it intends to cover both types of entities.
22.

within the boundaries of Merced Irrigation District, as those boundaries 

existed on December 20, 1995, together with the territory of Castle Air 

Force Base which was located outside the District on that date, or (2) 

electric load served by the District which was not previously served by an 

electric corporation that is located within the boundaries of Merced 

Irrigation District, as those boundaries existed on December 20, 1995, 

together with the territory of Castle Air Force Base which was located 

outside the District on that date.‖ (Italics added.)

In MID‘s view, this provision also demonstrates that its electric operations are 

local in character and, thus, supports its argument that it should be deemed a municipal 

corporation rather than a state agency for purposes of section 10251.

E. Section 10251‘s Legislative History

When determining the meaning of ambiguous statutory language, courts may 

examine the statute‘s legislative history, which may provide insight into (1) the ostensible 

objects to be achieved by the statute, such as remedying a particular evil and (2) the 

public policy underlying the statute. (Wells Fargo, supra, 238 Cal.App.4th at p. 381.)

1. Author’s Letter to the Governor

HART‘s opposition to MID‘s request for judicial notice of the legislative history 

compiled by LRI History LLC for section 10251 contends that documents reflecting the 

opinions of individuals, even the author of the bill, should not be considered. (See Mt. 

Hawley Ins. Co. v. Lopez (2013) 215 Cal.App.4th 1385, 1401 [material showing the 

motive or understanding of an individual legislator, including the bill‘s author, generally 

is not considered].) Despite this general approach, we note that letters from the author of 

a bill to the Governor are quoted occasionally by the California Supreme Court. (E.g., 

Property Reserve, Inc. v. Superior Court (2016) 1 Cal.5th 151, 181, fn. 9; In re Greg F.

(2012) 55 Cal.4th 393, 419.) Consequently, we will consider the author‘s letter to the 

Governor for what it is worth. (Drouet v. Superior Court (2003) 31 Cal.4th 583, 598, fn. 

4 [very little value to letter from bill‘s author that merely recounts author‘s views].)
23.

Assemblyman Dixon, the author of Assembly Bill No. 3398, sent the Governor a 

letter dated August 16, 1976, stating:

―Under current law municipally owned utilities are allowed to 

recover only for direct expenses such as labor, materials, etc. when damage 

occurs to their property. Privately owned utilities are allowed to recover 

for administrative and general expenses and other indirect or overhead 

expenses. [¶] Los Angeles Department of Water and Power suffers 

damage to their equipment of approximately $455,000 per year, with 

administrative and general expenses usually amounting to 10 percent of the 

damages, and $45,000 per year. [¶] I respectfully request your favorable 

action on AB 3398.‖

2. Summary of Other Materials

Other materials in the legislative history for Assembly Bill No. 3398 show that it 

was sponsored by the City of Los Angeles. Correspondence from the City of Los 

Angeles shows it sponsored the bill because ―recent judicial attacks on the Department 

[of Water and Power‘s] bills for damages have been successful on the theory that the 

Department, not being included [as a utility] in Section 7952, is not therefore entitled to 

recover its administrative and general expenses.‖ The bill was supported by the 

Association of California Water Agencies and the California Trial Lawyers Association.

The question why section 10251 was adopted rather than revising section 7952 to 

include municipal corporations was addressed by materials in the author‘s file. 

Assemblyman Dixon asked the Legislative Counsel of California whether municipal 

corporations could be included in the coverage of section 7952 and, if not, where an 

amendment could be placed to alleviate their problem. In a letter responding to these 

questions, a deputy legislative counsel stated section 7952 was part of a body of law 

generally relating to privately owned public utilities and, consequently, it was not 

appropriate to include municipal corporations in that section. The letter recommended 

adding a new provision ―to Division 5 (commencing with Section 10001) of the Public 

Utilities Code, which relates to utilities owned by municipal corporations.‖
24.

An analysis for the Assembly Judiciary Committee for a May 24, 1976, hearing 

included the following comment: ―The principal change carried out by this bill is the 

allowance of administrative and other indirect costs. Under existing law, only direct 

costs can be recovered as damages. The danger in allowing indirect costs to be recovered 

lies in the difficulty in measuring such costs.‖

Our summary of the materials in the legislative history for section 10251 

concludes by identifying some subjects not mentioned in those materials. Specifically, 

they make no reference to (1) districts in general, (2) any specific type of district, 

including irrigation districts, or (3) the customers, consumers or end users of the services 

provided by the municipal corporation.

F. Analysis of Meaning

When resolving the meaning of ambiguous statutory language, courts (1) select the 

construction that most closely comports with the apparent intent of the Legislature, with a 

view to promoting rather than defeating the general purpose of the statute and (2) avoid 

interpretations that lead to absurd consequences. (Wells Fargo, supra, 238 Cal.App.4th 

at p. 381.)

1. Apparent Intent of the Legislature—Explicit and Implicit

The materials in the legislative history presented by MID do not explicitly address, 

one way or the other, whether irrigation districts should be entitled to recover damages 

under section 10251. Furthermore, we have located no statements in those materials that

imply irrigation districts or any other type of district should be regarded as a municipal 

corporation or should benefit from the broader measure of damages set forth in 

section 10251. As a result, neither the text nor the legislative history shows that the 

Legislature considered the particular question presented in this writ proceeding, much 

less developed a common understanding about how that question should be answered.
25.

In sum, the inquiry into ―apparent intent‖ does not take us very far because no 

intent relating to the question before us is apparent. Consequently, we proceed to the 

concept of legislative purpose and consider what inferences about purpose should be 

drawn from the silence of the materials constituting the legislative history for 

section 10251.

2. Purpose

When it appears the Legislature never considered the particular question raised in 

litigation, courts resort to analyzing the general purpose of the statute with the goal of 

adopting the construction that best effectuates the purpose of the law. (Miklosy v. 

Regents of University of California (2008) 44 Cal.4th 876, 888.) For example, the statute 

creating standing for taxpayer lawsuits is construed broadly to promote the statute‘s 

remedial purpose. (Thompson v. City of Petaluma (2014) 231 Cal.App.4th 101, 105 

[nonresident taxpayer had standing under Code Civ. Proc., § 526a to sue city].)

The difficulty in analyzing the purpose of section 10251 is identifying a purpose 

that has a bearing on whether to interpret ―municipal corporation‖ strictly or broadly. For 

example, it is unclear whether the purpose of section 10251 was to extend the protections 

of section 7952 to all governmental entities that provide utility services. Viewed 

narrowly, one could conclude the purpose of section 10251 was to benefit cities, such as 

its sponsor—the City of Los Angeles. Viewed from an alternate perspective, one could 

conclude that the statutory purpose was to protect customers of utility services from 

paying part of the cost of injuries inflicted by third parties on facilities and equipment.

We conclude that the purpose of section 10251, at least insofar as it relates to the 

proper scope of the term ―municipal corporation,‖ cannot be identified by referring to the 

text or legislative history for section 10251. There are various ways to characterize that 

purpose and the characterization chosen will influence, if not determine, the statutory 

construction adopted. In the face of this uncertainty, we turn back to the words of the 
26.

statute and adopt the most commonly used meaning of the term ―municipal corporation.‖ 

The term is usually understood in its strict or proper sense, which excludes irrigation 

districts. (Hetrick, supra, 71 Cal.App.4th at p. 952.)

The approach of adopting the most commonly used meaning of the ambiguous 

term prevents us from undertaking legislative functions. For instance, we need not invent 

or find a purpose and then adopt an interpretation to further that purpose. Also, we avoid 

the question of whether there is a gap in the statute and, if a gap exists, rewriting the 

statute to fill it in some manner. For example, we would have to determine whether harm 

to any equipment and facilities of any irrigation district is covered by section 10251 or 

whether the coverage is limited to equipment and facilities used by irrigation districts to 

provide utility services like the utility services provided by municipalities. The text of 

section 10251 refers to ―any necessary or useful facility or equipment of any municipal 

corporation‖ (italics added) and, thus, does not appear to limit the damages to injuries 

done to facilities and equipment used in providing utility services, such as electricity. 

Thus, to limit coverage to damage to facilities and equipment involved in providing 

utility services, we would have to extrapolate a purpose to protect consumers of utility 

services by referring to section 7952 and then assume that consumer-protection purpose 

also underlies section 10251. The foregoing illustrates (1) the details that must be dealt 

with to either fill a statutory gap or expand the statutory coverage and (2) the 

complications that arise in such an endeavor. These complications lead us to conclude 

that the better course is judicial restraint and the adoption of the most commonly used 

meaning of the term ―municipal corporation.‖ The words of the Legislature are the best 

indicators of the statutory intent or purpose and no better indicator has manifest itself in 

this case.

Accordingly, the trial court correctly concluded that MID was not a municipal 

corporation for purposes of section 10251. Therefore, we uphold the order granting 
27.

HART‘s motion for summary adjudication as to MID‘s cause of action under 

section 10251.

DISPOSITION

The petition for writ of mandate is denied. The real party in interest shall recover 

its costs in this writ proceeding.

_____________________

FRANSON, J.

WE CONCUR:

_____________________

KANE, Acting P.J.

_____________________

SMITH, J.