[J-174-2001]
`IN THE SUPREME COURT OF PENNSYLVANIA
`WESTERN DISTRICT
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`No. 85 WM 2001
`
`Appeal from the Order of the
`Commonwealth Court entered July 5,
`2001 at No2119CD2000, affirming in part,
`and reversing and remanding in part, the
`Order of the Court of Common Pleas of
`Allegheny County entered August 14,
`2000 at NoGD98-5800.
`
`780 A.2d 734 (Pa. Commw. 2001)
`
`ARGUED: November 15, 2001
`
`PENTLONG CORPORATION, a
`Pennsylvania Corporation, and
`WEITZEL, INC., a Pennsylvania
`Corporation, individually and on behalf of
`themselves and all others similarly
`situated,
`
`
`
`
`
`
`
`GLS CAPITAL, INC., and the COUNTY
`OF ALLEGHENY,
`
`
`
`
`
`
`
`
`
`
`
`
`v.
`
`
`
`Appellees
`
`Appellants
`
`AMENDED OPINION
`
`
`
`DECIDED: MARCH 19, 2003
`
`
`
`
`MR. JUSTICE NIGRO
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`Appellants GLS Capital, Inc., ("GLS") and the County of Allegheny (the "County")
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`appeal from the Commonwealth Court's order affirming in part and reversing and
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`remanding in part the trial court's order dismissing the class action complaint brought by
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`Appellees Pentlong Corporation ("Pentlong") and Weitzel, Inc. ("Weitzel"). At issue is what
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`concomitant rights a municipality may assign to a private entity to which it has assigned tax
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`liens. For the reasons that follow, we affirm in part and reverse in part the order of the
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`Commonwealth Court.
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`

`

`This case arose from the County's bulk sale, through several agreements, of its title
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`and rights to over 125,000 tax liens for over 23,800 properties located within the County.1
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`On September 29, 1997, in consideration for approximately $35 million, the County entered
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`into a Purchase and Servicing Agreement with GLS, in which the County assigned to GLS
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`the tax liens that the County had filed with the Prothonotary prior to and including the 1995
`tax year.2 On December 18, 1997, in consideration for approximately $2.4 million, the
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`County entered into a 1996 Subsequent Liens Purchase and Servicing Agreement with
`GLS, in which the County assigned to GLS 15,213 tax liens for the 1996 tax year.3 On
`
`
`1
`The County is entitled to assess and collect property taxes on real property situated
`within the County. See Local Tax Enabling Act, 53 P.S. § 6902. Ordinarily, when a tax is
`levied on a property, a lien automatically attaches to the property, without any County
`action. See King v. Mt. Vernon Bldg. Ass'n, 106 Pa. 165 (1884). In order to perfect the tax
`lien, however, the County must file a tax claim with the Prothonotary on or before the last
`calendar day of the third calendar year in which the tax became due and payable. 53 P.S.
`§ 7143. The tax lien is the transferable statutorily created asset that has been
`collateralized by the delinquent taxpayer's real property. See BLACK'S LAW DICTIONARY
`1459 (6th ed. 1990).
`
` 2
`
`Specifically, Article II, Section 2.1 of the Purchase and Servicing Agreement
`
`provides:
`
`
`Subject to the terms and conditions of this Agreement, the Seller hereby
`agrees to transfer, and the Purchaser hereby agrees to purchase, without
`recourse, representation or warranty, except as provided herein, all right, title
`and interest of the Seller in and to the Tax Lien Portfolio including all rights
`provided by applicable Laws for collection and enforcement of such Tax
`Liens. . . . In consideration for the transfer of the Tax Lien Portfolio by the
`Seller to the Purchaser, the Purchaser agrees to pay the Seller on the
`Closing Date an amount equal to 96.0058% of the aggregate Face Value of
`the Tax Liens listed on the Tax Lien Schedule (the "Purchase Price").
`
`3
`In this subsequent agreement, GLS agreed to pay the County the entire aggregate
`tax lien amount, plus six months of accrued interest at one percent per month. The
`Certification of Value of Tax Lien Portfolio, however, indicates that GLS paid the County six
`percent interest, plus a five percent penalty.
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`[J-174-2001] - 2
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`

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`September 30, 1998, the County amended the September 29 and December 18
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`agreements to provide for the assignment of additional tax liens for the 1997 tax years to
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`GLS in consideration for approximately $4 million. The County and GLS also entered into a
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`Vacant Land Purchase and Servicing Agreement, in which the County assigned to GLS tax
`liens for the 1998 tax year in consideration for approximately $4.3 million.4 When GLS
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`began collecting on the tax liens pursuant to these Agreements, it required taxpayers to
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`pay by certified funds the face amount of the tax, plus penalties, twelve percent interest,
`and counsel fees, as well as filing, satisfaction, assignment, and revival fees.5
`
`
`
`Appellee Pentlong, a record owner of real property situated within the County, failed
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`to pay full property taxes for three calendar years between 1994 and 1997. The County
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`filed tax liens against the property, which were later assigned to GLS pursuant to the
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`Agreements. On March 16, 1998, Pentlong received a GLS Capital Tax Lien Payoff Report
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`(the "Pentlong Report") from GLS, indicating that: the face amount owed on the tax liens
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`was $1,252.89; interest had accrued on the unpaid taxes in the amount of $281.99;
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`penalties totaled $32.76; and additional costs totaled $180, or $60 for each of the three
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`years that Pentlong had owed taxes. The Pentlong Report included instructions that
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`payment had to be made by certified funds to GLS's Pittsburgh office before the end of
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`March 1998 to avoid an additional monthly penalty of $12.53, or one percent of the face
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`amount of the tax lien. On March 18, 1998, under protest, Pentlong paid the full amount
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`owed on the tax liens, including added interest calculated at a twelve percent per annum
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`rate, which GLS assessed through the end of March 1998.
`
`
`4
`We will refer collectively to these four agreements between GLS and the County as
`"the Agreements."
`
`GLS calculated the accrued interest by charging interest for the entire month in
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`which payment was made in full, regardless of the date of full payment. Since September
`29, 1997, GLS has received payment in full for over 20,000 tax liens.
`
` 5
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`[J-174-2001] - 3
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`

`

`
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`Appellee Weitzel, also a record owner of real property situated within the County,
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`failed to pay property taxes for seven calendar years between 1988 and 1995. The County
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`filed tax liens against Weitzel's property, which were later assigned to GLS. On May 21,
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`1998, GLS sent Weitzel a letter with an attachment (the "Weitzel Report"), stating that the
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`liens, interest, costs, fees, and expenses owed to GLS totaled $17,572.73. The letter
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`demanded that Weitzel promptly pay the total amount due by certified funds or GLS would
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`satisfy the debt through a sheriff's sale of Weitzel's property at 10 a.m. on June 1, 1998.
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`The Weitzel Report itemized lien-servicing of $55 per year for the tax years 1988, 1989,
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`1990, 1992, and 1993, and $60 per year for the tax years 1994 and 1995, which totaled
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`$395 for all seven years. The Weitzel Report also indicated that GLS had added $2,829.59
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`in fees and expenses, which included counsel fees, and $1,229.50 in execution costs. The
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`Weitzel Report additionally provided that the total accrued interest was computed at a
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`twelve percent per annum rate. On June 1, 1998, prior to the commencement of the
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`sheriff's sale, Weitzel paid the full amount owed under protest.
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`On April 3, 1998, Pentlong filed a class action complaint against GLS on behalf of all
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`County property owners whose real property had been encumbered by tax liens for
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`delinquent County property taxes and who had been assessed or billed for certain allegedly
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`improper charges by GLS or had paid such charges to GLS pursuant to the Agreements
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`(collectively, "Taxpayers"). In Count I of their complaint, Taxpayers alleged that GLS had
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`been unjustly enriched because: (1) GLS was not entitled to collect twelve percent per
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`annum interest on the unpaid face amount of its assigned liens; (2) GLS was not entitled to
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`collect a full month's interest for only a partial month's delinquency; (3) GLS was not
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`entitled to collect counsel fees; (4) GLS was not entitled to collect unrecorded costs from
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`taxpayers, including filing, satisfaction, assignment, and revival fees; and (5) GLS was
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`liable to Taxpayers for the costs they incurred resulting from GLS's requirement that
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`Taxpayers pay off the tax liens by certified funds. In Count II of their complaint, Taxpayers
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`[J-174-2001] - 4
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`

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`alleged that GLS was guilty of a fraudulent scheme to assess, bill, and collect unauthorized
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`amounts. Taxpayers sought declaratory and injunctive relief, the imposition of a
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`constructive trust, an accounting, and damages.
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`GLS filed preliminary objections, arguing that Taxpayers' complaint failed to state an
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`unjust enrichment claim and asking the trial court to strike the claims related to GLS's
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`request for payment by certified funds, because Pentlong did not pay GLS by certified
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`funds and, therefore, could not challenge the validity of this payment method. Although the
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`trial court denied GLS's preliminary objections for failing to state a claim, it granted GLS's
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`motion to strike. At the same time, however, the trial court granted Taxpayers leave to
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`amend the complaint, and on October 26, 1998, Taxpayers filed an amended complaint,
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`adding Weitzel, who had paid GLS by certified funds, as a representative plaintiff. On
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`November 17, 1998, GLS filed preliminary objections to the amended complaint, but before
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`the trial court ruled on those objections, on December 7, 1998, Taxpayers filed a second
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`amended complaint. On October 18, 1999, the County filed a petition to intervene as a
`defendant, which the trial court subsequently granted.6
`
`After GLS and the County filed answers to the second amended complaint and the
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`trial court closed the pleadings, GLS and the County filed motions for judgment on the
`
`pleadings. Taxpayers subsequently filed a cross-motion for partial judgment on the
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`pleadings. Following three weeks of briefing and argument, on August 14, 2000, the trial
`court granted GLS's motion and dismissed the complaint with prejudice.7 The court found
`
`
`6
`In its intervenor petition, the County argued that this action was a challenge to its
`authority to assign and transfer tax liens to a third party, and that it was best situated to
`assert its rights as a tax lienholder. We note that although the County is a party to this
`action, Taxpayers are not seeking a remedy against the County.
`
`The trial court's August 14 order seemingly adopted verbatim the findings and legal
`
`conclusions that GLS and the County had submitted to the court on July 27, 2000. On
`August 21, 2000, GLS filed a motion for clarification with regard to the trial court's opinion,
`(continued…)
`
` 7
`
`[J-174-2001] - 5
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`

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`that Taxpayers could not proceed as an equitable class action, because they had failed to
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`exhaust their statutory remedies under Sections 7182 and 7184 of the Municipal Claims
`
`and Tax Liens Act (the "Act"), 53 P.S. §§ 7182, 7184. The trial court, nonetheless,
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`proceeded to address the merits of Taxpayers' claim and found that the Act permitted the
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`assignment of all of the County's rights to GLS, including the right to charge penalties,
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`twelve percent interest, costs, revival fees, and reasonable counsel fees.
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`On appeal, the en banc Commonwealth Court vacated the trial court's order
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`dismissing the case, instead finding that Taxpayers were not required to first exhaust the
`statutory remedies under the Act and, therefore, could proceed as an equitable class.8 In
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`addressing the merits of Taxpayers' claims, the Commonwealth Court agreed with the trial
`
`court that the County had the right to assign its tax liens to GLS. The court found, however,
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`that the maximum interest rate that GLS could charge was ten percent and that GLS had
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`no right to collect counsel fees. The court also determined that GLS was not responsible
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`for the additional costs incurred by Taxpayers as a result of the requirement that payment
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`be made by certified funds and remanded the matter to the trial court for factual findings to
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`determine whether the County actually incurred each lien-docketing cost that GLS charged
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`Taxpayers.
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`GLS and the County filed cross-applications for extraordinary relief with this Court,
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`which we granted to determine whether: (1) Taxpayers could maintain this equitable class
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`action without first pursuing the statutory remedies afforded by the Act; (2) the County had
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`the authority to assign the concomitant rights associated with its tax liens to GLS; (3) GLS
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`had the authority to collect twelve percent interest on the unpaid face amount of the tax
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`(…continued)
`which asked the court to add further citations and admissions. On September 7, 2000, the
`trial court so amended its order.
`
`
`
`Judge Bonnie Leadbetter filed a dissenting statement.
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`[J-174-2001] - 6
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` 8
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`

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`liens from Taxpayers; (4) GLS had the authority to collect counsel fees from Taxpayers;
`and (5) GLS had the authority to collect docketing and servicing costs from Taxpayers.9
`
`
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`I. STATUTORY REMEDIES
`
`As a threshold matter, this Court must determine whether this action can be
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`maintained in equity or whether, as GLS and the County maintain, Taxpayers were
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`required to pursue a remedy at law as afforded by the Act. Ultimately, we agree with the
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`Commonwealth Court that Taxpayers did not err in bringing this action in equity.
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`In most circumstances, where a legal remedy exists, a court is divested of equity
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`jurisdiction. See DeLuca v. Buckeye Coal Co., 345 A.2d 637, 640 (Pa. 1975). However,
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`where the legal remedy cannot afford "full, perfect and complete" relief, "equity extends its
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`jurisdiction in the furtherance of justice." Pennsylvania State Chamber of Commerce v.
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`Torquato, 125 A.2d 755, 766 (Pa. 1956). Thus, in order to determine whether equity
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`jurisdiction is proper in the face of an existing legal or statutory remedy, we must determine
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`if the legal remedy available to the plaintiff is adequate and complete. See Borough of
`
`Green Tree v. Bd. of Prop. Assessments, App. & Rev. of Allegheny County, 328 A.2d 819,
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`823 (Pa. 1974) (plurality opinion); also Schrader v. Heath, 182 A.2d 696, 698 (Pa. 1962).
`
`Where, for instance, a legal remedy would result in a multiplicity of duplicative lawsuits and,
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`in contrast, an action in equity would provide a tidy global resolution, this Court has found
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`the legal remedy to be inadequate. See Shrader, 182 A.2d at 698.
`
`
`9
`The scope of review on a dismissal from a motion for judgment on the pleadings is
`plenary. See Phillips v. A-Best Products Co., 665 A.2d 1167, 1170 (Pa. 1995). The
`appellate court must decide whether the trial court committed an error of law or whether the
`pleadings disclosed facts that should have gone to the jury. See Sinn v. Burd, 404 A.2d
`672, 674 (Pa. 1979).
`
`
`[J-174-2001] - 7
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`

`

`Here, the only legal remedy that GLS and the County assert is available and
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`adequate to resolve Taxpayers' claims is the Act's scire facias procedure for challenging
`the amount due on a lien.10 Pursuant to Section 7184 of the Act, if a property owner
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`disputes the amount of a lien against his property, he may request that the lienholder issue
`a writ of scire facias.11 53 P.S. § 7184. Section 7184 provides in relevant part:
`
`Any party named as a defendant in the claim filed, or admitted to defend
`there against, may file, as of course, and serve a notice upon the claimant or
`upon the counsel of record to issue a scire facias thereon, within fifteen days
`after notice to do so. If no scire facias be issued within fifteen days after the
`affidavit of service of notice is filed of record, the claim shall be stricken off by
`the court, upon motion. . . .
`
`
`53 P.S. § 7184.12 A writ of scire facias to ascertain the amount due on a lien is ordinarily
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`requested by a property owner to give him the opportunity to show why the lienholder
`
`
`10
`Neither GLS nor the County argues that a different statutory or other legal remedy
`exists that is adequate in the instant case. Accordingly, we will only address the procedure
`that is presently at issue, i.e., the scire facias procedure, and will not speculate about other
`possible adequate remedies.
`
`11
`A writ of scire facias is a purely statutory action in rem, and the term scire facias is
`used to designate both the writ and the proceeding. See BLACK'S LAW DICTIONARY 1346
`(6th ed. 1990). It is a mandate to the sheriff, reciting the occasion upon which it issues,
`directing the parties named in the writ to appear before the court on a given date, and
`requiring the defendant to appear and show cause why the plaintiff should not be permitted
`to take some step. See 18 STANDARD PENNSYLVANIA PRACTICE 2D § 102:10 (1983).
`
`12
`Although Section 7184 does not clearly state that it applies to tax claims, such as
`those at issue in the instant case, the preceding section, Section 7183, states that a "tax,
`municipal or other claim if filed within the period aforesaid, shall remain a lien upon said
`properties until fully paid and satisfied . . . [provided] that either a suggestion of
`nonpayment and an averment of default . . . be filed, either before or after judgment on the
`scire facias or else a writ of scire facias . . . be issued." 53 P.S. § 7183. Thus, pursuant to
`Section 7183, the scire facias procedure may be used for tax claims.
`
`
`[J-174-2001] - 8
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`

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`should not be allowed to execute on his property.13 See 18 STANDARD PENNSYLVANIA
`
`PRACTICE 2D § 102:10 (1983). After the lienholder issues the writ, the owner may file an
`affidavit, pursuant to Section 7182 of the Act, raising his defenses to the lien.14 See
`
`Shapiro v. Center Township, Butler County, 632 A.2d 994, 997-98 (Pa. Commw. 1993).
`
`
`13
`Alternatively, a municipality may pursue a writ of scire facias without waiting for
`prompting from the owner. See 72 P.S. § 1404.
`
`14
`
`
`Section 7182 provides:
`
`Any defendant named in the claim, or any person allowed to intervene and
`defend thereagainst, may, at any stage of the proceedings, present his
`petition, under oath or affirmation, setting forth that he has a defense in
`whole or in part thereto, and of what it consists; and praying that a rule be
`granted upon the claimant to file an affidavit of the amount claimed by him,
`and to show cause why the petitioner should not have leave to pay money
`into court; and, in the case of a municipal claim, to enter security in lieu of the
`claim; whereupon a rule shall be granted as prayed for. Upon the pleadings
`filed, or from the claim and the affidavit of defense, and without a petition
`where an affidavit of defense has been filed, the court shall determine how
`much of the claim is admitted or not sufficiently denied; and shall enter a
`decree that upon payment by such petitioner to the claimant of the amount
`thus found to be due, with interest and costs if anything be found to be due,
`or upon payment into court, if the claimant refuses to accept the same, and
`upon payment into court of a sum sufficient to cover the balance claimed,
`with interest and costs, or upon the entry of approved security in the case of
`a municipal claim, that such claim shall be wholly discharged as a lien
`against the property described therein, and shall be stricken from the
`judgment index. Thereafter the material, disputed facts, if any, shall be tried
`by a jury, without further pleadings, with the same effect as if a writ of scire
`facias had duly issued upon said claim, to recover the balance thereof; but
`the jury shall be sworn to try the issues between the claimant and the parties
`who paid the fund into court or entered security, and verdict, judgment and
`payment, or execution, shall follow as in other cases. The same course may
`be pursued, at the instance of any owner, where the claim has not in fact
`been filed, and if, in that event, the petitioner complies with the decree made,
`the money paid into court or security entered shall stand in lieu of the claim
`and the latter shall not be filed, and if filed shall be stricken off upon motion.
`
`
`53 P.S. § 7182.
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`[J-174-2001] - 9
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`

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`Proper defenses to the writ include actual payment of taxes, a defective claim or lien, fraud,
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`or lack of process or notice. See, e.g., New Kensington v. Gardner, 92 A.2d 685 (Pa.
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`1952); Commonwealth v. Turner Supply Co., 42 A.2d 598 (Pa. 1945); Harrisburg v. Baptist,
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`27 A. 8 (Pa. 1893). The trial court ultimately determines the appropriate amount of the lien,
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`including any interest or costs. See 53 P.S. § 7182.
`
`In the instant case, Taxpayers argue that the scire facias procedure outlined in the
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`Act is an inadequate method for Taxpayers to dispute the interest and costs imposed by
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`GLS. Taxpayers therefore contend that they were not required to utilize the scire facias
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`procedure either instead of or before filing the instant equity claim. We agree.
`
`As stated above, the scire facias procedure is primarily designed as a mechanism by
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`which individual parties may establish a complete factual record from which a fact-finder
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`can ascertain the total amount due on a lien. See STANDARD PENNSYLVANIA PRACTICE 2D §
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`102:10 (1983). More specifically, the procedure gives allegedly delinquent taxpayers a
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`forum in which to challenge a municipality’s execution on a lien by presenting evidence in
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`support of various factual defenses, such as actual payment, lien defects, and lack of
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`process. As such, scire facias proceedings are primarily designed to resolve routine lien
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`challenges.
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`The instant case, however, is not, as the Commonwealth Court noted, about a
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`municipality's calculation of interest and costs for an individual taxpayer, but rather involves
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`widespread challenges to the collection policies of a private entity that has purchased tax
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`liens from a municipality and seeks to maximize the return on its investment. Pentlong
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`Corp. v. GLS Capital, Inc., 780 A.2d 734, 743 (Pa. Commw. 2001). In particular, this case
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`calls for judicial declarations regarding the rights of private parties to whom a municipality
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`has assigned its tax liens. Such matters are completely foreign to the scire facias
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`procedure. With their distinct factual focus, scire facias proceedings are simply ill-suited for
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`the resolution of the novel and purely legal challenges presented here. Moreover, even if
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`[J-174-2001] - 10
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`

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`the thousands of delinquent taxpayers affected by GLS's collection policies were able to
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`have their legal challenges to GLS's authority resolved through the scire facias procedure,
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`they would have to do so individually in piecemeal litigation, which not only is inefficient, but
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`is also likely to yield inconsistent results. See Schrader, 182 A.2d at 698 (equitable relief
`
`available to prevent duplicative lawsuits). Thus, we conclude that, in the instant case, the
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`scire facias procedure is simply inadequate to address the significant and pervasive legal
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`issues raised by Taxpayers and, therefore, does not afford a "full, perfect and complete
`remedy" at law. 15 Torquato, 125 A.2d at 766. Taxpayers' action in equity was therefore
`
`maintainable to challenge the interest, fees, and costs that GLS imposed, and, accordingly,
`the Commonwealth Court properly examined the merits of Taxpayers' claims.16
`
`
`15
`GLS and the County also argue that Pentlong has no right to bring these claims on
`behalf of a class without an independent basis for equity jurisdiction for each individual
`plaintiff. See Lilian v. Commonwealth, 354 A.2d 250, 253-54 (Pa. 1976) ("With no
`independent basis for equity jurisdiction appellants cannot generate it simply by alleging
`class status."). However, given our conclusion that the scire facias procedure is
`inadequate to address the legal issues involved in this case, we also conclude that each
`individual delinquent taxpayer had an independent basis for equity jurisdiction.
`Accordingly, GLS's and the County's claims fail.
`
`16
`Although the parties do not raise the issue, we recognize that this Court has
`previously stated that the only tax cases that could be brought in equity were those raising
`constitutional challenges to a municipality’s power to tax. See, e.g., Young Men's Christian
`Ass'n of the City of Reading v. City of Reading, 167 A.2d 469, 472 (Pa. 1961). Such a
`limitation is, in general, an effective means to prevent taxpayers from bringing equity
`actions for mere overassessment, in circumvention of adequate statutory remedies. See
`Philadelphia Life Ins. Co. v. Commonwealth, 190 A.2d 111, 116 (Pa. 1963) (statutory
`remedy is adequate where only claim is overassessment). The instant case, however, like
`cases raising constitutional challenges to a municipality’s power to tax, cannot be deemed
`a challenge to mere overassessment. Accordingly, we conclude that insofar as the current
`statutory challenges raise important and widespread issues regarding a private entity’s
`authority to collect taxes, they too may be brought in equity. See Borough of Green Tree,
`328 A.2d at 824 (endorsing a relatively flexible approach in determining whether jurisdiction
`lies in equity).
`
`
`[J-174-2001] - 11
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`

`

`II. CONCOMITANT RIGHTS TO LIEN ASSIGNMENT
`
`
`
`GLS’s and the County’s primary argument on appeal is that the Commonwealth
`
`Court erred in limiting GLS’s concomitant rights associated with the tax liens, including the
`right to collect incidental charges, interest, counsel fees, and costs.17 Taxpayers contend
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`that the County does not have the authority to assign to private entities, such as GLS, the
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`right to utilize the procedures set forth within the Act to collect from taxpayers interest,
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`counsel fees, and costs, because once a private entity purchases the liens, both the liens
`and the collection process become privatized.18 Accordingly, Taxpayers assert that GLS
`
`
`17
`The issue of whether the County had the authority under the Act to assign its tax
`liens to GLS in the first place is not before us. Although Taxpayers attempt to argue in their
`brief that the County did not have such authority, they did not appeal the Commonwealth
`Court’s decision and thus, did not seek review of the court’s conclusion that the County was
`authorized under the Act to assign its tax liens. As such, Taxpayers cannot now challenge
`that conclusion. See Pennsylvania Human Relations Comm’n v. Chester Hous. Auth., 327
`A.2d 335, 338 n.12 (Pa. 1974)(appellee, who fails to cross-appeal, is precluded from
`raising issues decided adversely to it). Moreover, we note that in Maierhoffer v. GLS
`Capital, Inc., 730 A.2d 547, 550-51 (Pa. Commw. 1999), the Commonwealth Court held
`that a municipality is empowered under the Act to assign its tax claims to third parties and
`the Commonwealth Court below correctly relied on Maierhoffer in analyzing the rights of
`GLS and the County in the instant case. Accordingly, in this case, we consider only
`whether the County could assign the concomitant rights associated with the tax liens and, if
`so, the extent of those rights.
`Taxpayers also attempt to argue in their brief to this Court that the Act violates the
`Pennsylvania Constitution. Specifically, they maintain that allowing the County to assign
`tax claims to GLS effectively sanctions the delegation of the state's taxing authority to a
`private entity, in contravention of Article 2, Section 1 of the Pennsylvania Constitution.
`However, a statute is presumed to be constitutional and will not be declared
`unconstitutional unless it clearly, palpably, and plainly violates the Constitution.
`Commonwealth, Dep't of Transp. v. McCafferty, 758 A.2d 1155, 1160 (Pa. 2000) (citing
`Commonwealth v. Hendrickson, 724 A.2d 315 (Pa. 1999)). We will not disturb this
`presumption unless it is properly challenged. In the instant case, Taxpayers failed to argue
`that the Act is unconstitutional on appeal to the Commonwealth Court, and therefore, this
`argument has been waived. See Pa.R.A.P. 302(a).
`
`18
`In the Agreements, the County clearly intended to assign to GLS its right to collect
`penalties, interest, costs, fees, and expenses. The Purchase and Servicing Agreement
`(continued…)
`
`[J-174-2001] - 12
`
`

`

`was only entitled to the rights that any private party would have to collect on the tax liens,
`
`and as such, the County was prohibited from assigning its rights under the Act to collect
`interest, counsel fees, and costs to GLS.19
`
`Taxpayers' argument, however, flies in the face of the plain language of the Act,
`
`which states that the "assignee shall have all the rights of the original holder thereof." 53
`
`P.S. § 7147 (emphasis added). Thus, the very text of the Act clearly provides that in
`
`assigning the tax liens, the County transferred not only the liens, but also the concomitant
`
`rights accompanying those liens. Nevertheless, although we conclude that the County has
`
`the general authority to assign its concomitant rights, we must still review the parties' claims
`
`relating to each particular concomitant right assigned to GLS, i.e., interest, counsel fees,
`
`
`(…continued)
`provides that: "Seller hereby agrees to transfer . . . all right[s, title,] and interest of the Seller
`in and to the Tax Lien Portfolio including all rights provided by applicable Laws of collection
`and enforcement of such Tax Liens." Article I, Section 1.1 of the Purchase and Servicing
`Agreement also defines "tax liens" to "include penalties, interest, costs, fees and expenses
`on the Tax Liens as allowed by applicable Laws."
`
`19
`Taxpayers cite to this Court's holdings in City of Phila. v. Egolf, 171 A. 604 (Pa.
`1934), and City of Phila. v. Taggart, 108 A.2d 68 (Pa. 1954), as support for their position.
`In Taggart and Egolf, this Court ruled that assignees of use-plaintiffs, i.e., private
`contractors enforcing municipal claims under the Act, could not add to their assigned rights
`additional rights conferred only to municipalities. In Egolf, the assignee of a use-plaintiff
`filed an assumpsit action, reserved for municipalities, to recover judgments from the
`property owner. This Court refused to give a use-plaintiff's assignee the right to bring an
`assumpsit action, because that right was expressly reserved for municipalities and the
`assignee did not receive that right from the municipality. Egolf, 171 A. at 605. Similarly, in
`Taggart, the assignee purchased a municipal lien after it was discharged, but then tried to
`redeem the property after a sheriff's sale. Given that the assignee did not receive his rights
`from a municipality, this Court refused to give him the right of redemption. Taggart, 108
`A.2d at 69. Thus, in neither Egolf nor Taggart did the assignee receive his rights directly
`from the municipality. Here, however, the County explicitly assigned to GLS its rights to
`collect and enforce the tax liens. Thus, contrary to Taxpayers' assertions, this Court's
`holdings in Egolf and Taggart are inapplicable to the instant case.
`
`
`[J-174-2001] - 13
`
`

`

`and costs, to determine whether the County itself had the statutory authority to collect each
`
`penalty and, therefore, whether the County could validly assign the right to collect each
`penalty to GLS. 20
`
`A. INTEREST
`
`
`
`GLS and the County first argue that the Commonwealth Court erred in finding that
`
`GLS was only entitled to collect ten percent interest, pursuant to Section 7143 of the Act,
`
`as opposed to twelve percent interest, pursuant to Section 5648 of the Fiscal Code, on the
`
`unpaid face amount of the tax liens assigned to it by the County. According to GLS and the
`
`County, the County is entitled to collect and assign interest at a twelve percent per annum
`
`rate on its tax liens, pursuant to Section 5648 of the Fiscal Code, because Section 5648
`was enacted later in time and is more specific than Section 7143.21 We agree.
`
`
`20
`In it