Does UConn need approval from Connecticut's Office of Policy and Management and State Properties Review Board before buying or selling real estate?

Formal Opinion 2013-5: UConn can acquire and dispose of real estate without OPM or SPRB approval

Plain-English summary

UConn's President asked whether the university needed pre-approval from the Office of Policy and Management ("OPM") and the State Properties Review Board ("SPRB") for real estate transactions. The Auditors of Public Accounts had raised the question. The AG concluded that the 1995 amendment to Conn. Gen. Stat. § 4b-21(a), enacted as part of the UConn 2000 Act, carved UConn out of the general OPM/SPRB approval process. UConn could acquire or dispose of land or interests in land "directly." The AG grounded the conclusion in the statute's plain language ("except that The University of Connecticut may purchase or acquire for the state and may dispose of or exchange any land or interest therein directly"), the corresponding floor debate where legislators recognized SPRB was being removed from the chain, and the broader legislative intent in P.A. 95-230 to give UConn substantial operational autonomy.

Currency note

This opinion was issued in 2013. Subsequent statutory amendments, court decisions, or later AG opinions may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here.

Background and statutory framework

Conn. Gen. Stat. § 4b-21(a) normally requires that when the General Assembly is not in session, trustees of state institutions act through the Commissioner of Public Works for land transactions, subject to § 4b-23 (which describes the OPM and SPRB roles). Public Act 95-230, § 34, added language to that statute carving UConn out:

[E]xcept that The University of Connecticut may purchase or acquire for the state and may dispose of or exchange any land or interest therein directly.

P.A. 95-230, commonly called the "UConn 2000 Act," gave UConn broad authority under Conn. Gen. Stat. § 10a-109d(a) to design and construct buildings (§ 10a-109d(a)(6)) and to acquire or dispose of real or personal property (§ 10a-109d(a)(7)), "notwithstanding any other provision of law."

The AG applied standard Connecticut statutory construction rules. When statutory language is plain, courts look no further than the words themselves, citing State v. White, 204 Conn. 410, 421 (1987), and State v. Parra, 251 Conn. 622 (1999). Words are construed by their commonly approved usage, often via dictionary definitions, citing State v. Rivera, 250 Conn. 188 (1999), and Marchesi v. Board of Selectman of the Town of Lyme, 309 Conn. 608, 616 (2013). And statutes should be construed so no clause is superfluous, citing State v. Gibbs, 254 Conn. 578, 602 (2000), and In re Justice W., 308 Conn. 652 (2012).

What the AG concluded at the time

The AG focused on two words. "Except," per Black's Law Dictionary, means "but for . . . not including; other than; otherwise than." That word carved UConn out of § 4b-21(a)'s OPM/SPRB approval requirement. "Directly," per Black's, means "in a direct way, without anything interfering; not by secondary, but by direct means." That word reinforced UConn's ability to act on its own.

The AG reinforced the textual reading with three observations. First, treating the 1995 amendment as redundant of the UConn 2000 Act provisions would render P.A. 95-230, § 34, meaningless, violating the construction rule against superfluous words. Second, the two statutes were complementary, not duplicative: § 10a-109d(a)(7)'s autonomy was textually limited to UConn 2000 projects ("in order to . . . carry out its responsibilities and requirements under Sections 10a-109a to 10a-109y"), while § 4b-21(a) had no such limit and extended UConn's autonomy to all real estate transactions. Third, the floor debate confirmed that legislators knew SPRB was being removed from UConn land transactions. Representative San Angelo specifically raised the issue, Representative Schiessl explained that the Board of Trustees would handle the SPRB and DPW functions in-house, and no amendment was offered to put SPRB back into the process.

The opinion concluded: UConn was authorized to acquire or dispose of land or any interest in land without OPM or SPRB approval.

Common questions

Did the AG say UConn could ignore the legislature?

No. The opinion addressed only OPM and SPRB pre-approval, not legislative approval. The General Assembly retained whatever oversight authority the underlying statutes provided.

Was this opinion limited to UConn 2000 construction projects?

No. The opinion specifically distinguished § 10a-109d(a)(7) (UConn 2000 projects) from § 4b-21(a) (all real estate transactions). The AG read the 1995 amendment to § 4b-21(a) to extend UConn's autonomy beyond UConn 2000.

Did the Auditors of Public Accounts have to accept this opinion?

The opinion was the AG's view of the statute, persuasive but not binding precedent. The Auditors' question prompted the request, and the AG's analysis would inform how UConn responded to audit findings.

What about gift acceptance, eminent domain, or property leasing?

The opinion addressed acquisition and disposition of land and interests in land under § 4b-21(a). Other statutes governing specific transaction types could impose their own requirements. The opinion did not extend to those.

Did the Treasurer still have any role?

A follow-up opinion (CT AG 2013-7) clarified that the State Treasurer should continue signing UConn property instruments to ensure compliance with federal tax laws when the property was acquired with tax-exempt bond proceeds, consistent with the final sentence of § 4b-21(c).

Citations

• Conn. Gen. Stat. § 4b-21(a) (state institution real estate transactions; UConn exception)
• Conn. Gen. Stat. § 4b-23 (state facility plan and OPM/SPRB roles)
• Conn. Gen. Stat. § 10a-109d(a) (UConn 2000 Act powers)
• Conn. Gen. Stat. § 10a-109d(a)(7) (UConn property acquisition/disposition for UConn 2000)
• Conn. Gen. Stat. § 1-1(a) (statutory construction; common usage)
• Public Act 95-230 (UConn 2000 Act, including § 34 amending § 4b-21(a))
• State v. White, 204 Conn. 410 (1987) (plain-meaning rule)
• State v. Parra, 251 Conn. 622 (1999) (plain-meaning rule)
• State v. Rivera, 250 Conn. 188 (1999) (dictionary use for common meaning)
• Marchesi v. Bd. of Selectmen of Lyme, 309 Conn. 608 (2013) (dictionary use)
• State v. Gibbs, 254 Conn. 578 (2000) (no clause should be superfluous)
• In re Justice W., 308 Conn. 652 (2012) (no clause should be superfluous)
• Nizzardo v. State Traffic Commission, 259 Conn. 131 (2002) (Black's Law Dictionary as authority)

Source

• Landing page: https://portal.ct.gov/AG/Opinions
• Original PDF: https://portal.ct.gov/-/media/ag/opinions/2013/opinion2013-05_uconn_property_transfers-pdf.pdf?rev=58ad7f96dbe54b9ca656c76cd330ae47

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain, the linked PDF is authoritative.

GEORGE C. JEPSEN
ATTORNEY GENERAL

55 Elm Street
P.O. Box 120
Hartford, CT 06141-0120

Office of The Attorney General
State of Connecticut

October 17, 2013

Susan Herbst
President
University of Connecticut
Office of the President
352 Mansfield Road, Unit 1048
Storrs, CT 06269-1048

Dear President Herbst:

By letter dated October 10, 2013 you have inquired as to the authority of the University of Connecticut ("UConn") to acquire or dispose of real estate. In particular you note that the Auditors of Public Accounts have raised a question as to whether UConn is required to have such real estate transactions pre-approved by the State's Office of Policy and Management ("OPM") and the State Properties Review Board ("SPRB"). For the reasons that follow, you are advised that such preapproval is not legally required.

Section 4b-21(a) of the Connecticut General Statutes provides in pertinent part that:

[w]hen the General Assembly is not in session, the trustees of any state institution, the State Board of Education or the Commissioner of Correction may, subject to the provisions of section 4b-23, purchase or acquire for the state, through the Commissioner of Public Works, any land or interest therein if such action seems advisable to protect the state's interest or to effect a needed economy, and may, subject to the provisions of said section, contract through the Commissioner of Public Works for the sale or exchange of any land or interest therein belonging to the state except that The University of Connecticut may purchase or acquire for the state and may dispose of or exchange any land or interest therein directly.

(Emphasis added). The language emphasized above was contained in P.A. 95-230, § 34.

In addressing your inquiry we are guided by a basic tenet of statutory construction, namely, that when statutory language is "plain and unambiguous, we need look no further than the words themselves because we assume that the language expresses the legislature's intent." State v. White, 204 Conn. 410, 421 (1987) (internal quotations omitted); State v. Parra, 251 Conn. 622 (1999).

The starting point for analysis then is the statutory language. "In the construction of the statutes, words and phrases shall be construed according to the commonly approved usage of the language . . . ." Conn. Gen. Stat. § 1-1(a). The Connecticut Supreme Court has advised that "[t]o ascertain the commonly approved usage of a word, it is appropriate to look to the dictionary definition of the term." State v. Rivera, 250 Conn. 188, 200 n. 12 (1999); Marchesi v. Board of Selectman of the Town of Lyme, 309 Conn. 608, 616 (2013).

The statutory language at issue contains two terms critical to this analysis. The first is the word "except," which has been defined as meaning "but for . . . not including; other than; otherwise than . . . ." Black's Law Dictionary 501 (5th ed. 1979). Thus the import of the word "except" is to exempt UConn from the statute as it pertains to the acquisition and disposition of real estate.

The second word that must be construed is "directly." The same source defines "directly" as "[i]n a direct way, without anything interfering; not by secondary, but by direct means." Black's Law Dictionary 414 (5th ed. 1979).

The plain and ordinary meaning of the words chosen by the legislature compels the conclusion that the 1995 amendment to Section 4b-21(a) authorizes UConn to transfer real estate without the involvement of OPM or SPRB. This conclusion is buttressed by the principle that "statutes must be construed, if possible, such that no clause, sentence or word shall be superfluous, void or insignificant . . . ." State v. Gibbs, 254 Conn. 578, 602 (2000); In re Justice W., 308 Conn. 652, 662 (2012). A contrary conclusion would render the action of the legislature in enacting Section 34 of Public Act 95-230 meaningless.

This reading of the statute is consistent with the history and circumstances surrounding the passage of Public Act 95-230 as a whole, commonly referred to as "The UConn 2000 Act" ("Act"). UConn's powers under the Act, as set forth in Conn. Gen. Stat. § 10a-109d(a), are extremely broad. The statute provides that UConn, in order to carry out the purposes of the Act, is authorized to design, and construct buildings (subsection 6), notwithstanding any other provision of law, and to acquire or dispose of real or personal property (subsection 7). The breadth of the Act, and the clear legislative intent to provide a high degree of autonomy to UConn, is consistent with the plain language of the amendment to Section 4b-21(a). While upon initial examination there appears to be a redundancy given the authorization to engage in real estate transactions set forth in Conn. Gen. Stat. § 10a-109d(a)(7) and the authority to acquire or dispose of real estate set forth in Conn. Gen. Stat. § 4b-21(a), as amended, closer scrutiny reveals that the two statutes are compatible and complementary. The former statute is limited by the phrase "[i]n order to otherwise carry out its responsibilities and requirements under Sections 10a-109a to 10a-109y" (the statutory codification of the Act), while the second statute, Conn. Gen. Stat. § 4b-21(a), contains no such limitation. Thus, while Conn. Gen. Stat. § 10a-109d(7) establishes UConn's autonomy regarding UConn 2000 related real estate transactions, Conn. Gen. Stat. § 4b-21(a) extends such autonomy beyond UConn 2000 related real estate transactions.

The legislative history of Public Act 95-230 confirms this conclusion. During the floor debates in the House of Representatives, a state representative specifically raised the issue of the exclusion of the SPRB from the process of reviewing land transactions at the University of Connecticut.

REP. SAN ANGELO: (131st)

Thank you, Mr. Speaker. I rise in support of UCONN 2000, but I have some questions. And through you, to Representative Schiessl, if I may.

SPEAKER RITTER:

Please proceed.

REP. SAN ANGELO: (131st)

Thank you. Representative Schiessl, I have some concerns with regard to the power that we are going to be giving the University of Connecticut with regard to conveying land and who is going to be reviewing all these projects? I know that the Property Review Board is in here to some degree, but could you explain to the chamber, please, who is going to be reviewing these purchases of land? Who is going to be reviewing the construction now that DPW is not going to be involved?

SPEAKER RITTER:

Representative Schiessl.

REP. SCHIESSL: (60th)

Thank you. These projects — I have addressed the issues of control and oversight, but the primary responsibility for managing and overseeing these projects really lies with the Board of Trustees and these projects have received great attention from the officials at the University of Connecticut who would, I suppose, act and carry out the functions that have traditionally been carried out by groups like the DPW and the State Properties Review Board. It is essentially being done in-house, for the most part, subject to the oversights laid out in this bill.

Through you, Mr. Speaker.

SPEAKER RITTER:

Representative San Angelo, you still have the floor, sir.

REP. SAN ANGELO: (131st)

Thank you, Mr. Speaker. That, frankly, is probably one of my largest concerns about this particular legislation.

I think that we do need a little bit more oversight than what this particular bill calls for.

House Proceedings, May 10, 1995 (emphasis added).

It is clear from the remarks of Representative San Angelo that the House was aware of the removal of SPRB oversight from UConn land transactions. Yet no effort was made to amend the legislation. Moreover, the final language of Conn. Gen. Stat. § 4b-21(a), as amended, unlike Conn. Gen. Stat. § 10a-109d(a), did not limit the real estate transactional authority to UConn 2000 projects.

It is therefore our opinion, based upon the language utilized by the legislature and basic principles of statutory construction, that UConn is authorized to acquire or dispose of land or any interest in land without the approval of OPM or the SPRB.

Very truly yours,

GEORGE JEPSEN
ATTORNEY GENERAL

cc: R. Orr, General Counsel