Greg Herrick Richard Sugden, M.D. Christian Andersen Brent Blue, M.D. Teton Avjet, LLC and Wyoming Jet Center, LLC v. Jackson Hole Airport Board and Jackson Hole Aviation

                IN THE SUPREME COURT, STATE OF WYOMING

                                     

                                                   OCTOBER TERM, A.D. 2019

                                                         November 26, 2019


GREG HERRICK; RICHARD SUGDEN, M.D.;
CHRISTIAN ANDERSEN; BRENT BLUE, M.D.;
TETON AVJET, LLC and WYOMING JET
CENTER, LLC,

Appellants
(Petitioners/Counterclaim Defendants),

v.
                                                             S-19-0073
JACKSON HOLE AIRPORT BOARD,

Appellee
(Respondent/Counterclaimant)

and

JACKSON HOLE AVIATION,

Appellee
(Intervenor).

                    Appeal from the District Court of Teton County
                       The Honorable Timothy C. Day, Judge

Representing Greg Herrick; Richard Sugden, M.D.; Christian Andersen; Brent Blue,
M.D.; Teton Avjet, LLC and Wyoming Jet Center, LLC:
      Bruce T. Moats, Law Office of Bruce T. Moats, P.C., Cheyenne, Wyoming.
      Argument by Mr. Moats.

Representing Jackson Hole Airport Board:
      Paula A. Fleck, P.C., Holland & Hart LLP, Jackson, Wyoming. Argument by Ms.
      Fleck.
Representing Jackson Hole Aviation:
      Billie LM Addleman and Erin E. Berry, Hirst Applegate, LLP, Cheyenne,
      Wyoming. Argument by Mr. Addleman.

Before DAVIS, C.J., and FOX, KAUTZ, BOOMGAARDEN, and GRAY, JJ.




NOTICE: This opinion is subject to formal revision before publication in Pacific Reporter Third. Readers
are requested to notify the Clerk of the Supreme Court, Supreme Court Building, Cheyenne, Wyoming
82002, of any typographical or other formal errors so that correction may be made before final publication in
the permanent volume.
GRAY, Justice.

[¶1] The Appellants are Wyoming Jet Center, LLC and Teton Avjet, LLC (two entities
interested in providing services at Jackson Hole Airport (Airport)), and Greg Herrick,
Richard Sugden, Christian Andersen, and Brent Blue (individuals dissatisfied with the
Airport’s current services). The Appellants filed a petition for declaratory judgment
challenging the validity of an Asset Purchase Agreement (Purchase Agreement) between
the Jackson Hole Airport Board (Board) and Jackson Hole Aviation, the current service
provider at the Airport. Appellants claimed the Purchase Agreement exceeded the
Board’s statutory authority because the Board could not acquire intangible assets 1 using
revenue bond funding. The district court granted summary judgment in favor of the
Board, concluding the authorizing statutes permit the Board to use revenue bonds to
acquire both tangible and intangible assets. We affirm.

                                             ISSUES

[¶2]   We rephrase the issues:

               1. Did the district court abuse its discretion in denying
                  Appellants’ motions to compel production of documents
                  prior to ruling on the motion for summary judgment?

               2. Do airport boards have the statutory authority to issue
                  revenue bonds to fund the purchase of intangible property
                  including goodwill?

                          FACTS AND PROCEDURAL HISTORY

[¶3] In 1968, the Town of Jackson (Town) and Teton County (County) jointly formed
the Board to own and operate the Airport as authorized by 

.
The Federal Aviation Administration requires a fixed-base operator (FBO) at every
airport. An FBO is usually a commercial entity that provides aeronautical services such
as fueling, maintenance, storage, ground and flight instruction, and other like benefits to


1
 

 states:
               “Intangible personal property” means personal property that lacks mass
               and cannot be seen, felt, weighed, measured or otherwise perceived by
               the senses; property that has no physical existence beyond merely
               representational. Intangible property’s value lies chiefly in what it
               represents, and its existence may be evidenced by a document[.]

(a)(vii) (LexisNexis 2019).




                                                 1
the public. The Board had a long-standing contract with Jackson Hole Aviation to
provide FBO services to the Airport.

[¶4] The Federal Aviation Administration also requires every airport to employ more
than one FBO where more than one FBO is available. The requirement does not apply,
however, when a qualified airport takes on the role of FBO itself. In May 2017,
Appellant Wyoming Jet Center applied to be a second FBO for private jet service at the
Airport. After receiving this application, the Board issued a request for proposals in the
event others were interested in providing FBO services.

[¶5] In July 2017, the Board withdrew the request for proposals in order to consider
whether the Airport itself should assume the role of FBO. In November 2017, the Board
decided the Airport would assume the role of FBO. It issued a resolution authorizing the
acquisition of Jackson Hole Aviation’s assets through a $26 million Purchase Agreement
to be funded by revenue bonds. These bonds were to be repaid from the FBO profit.

[¶6] Appellants filed a petition for declaratory judgment on January 29, 2018, seeking
declaration that 

(a) limits the use of revenue bonds to
purchases of physical assets and that revenue bonds cannot be used to purchase “non-
tangible assets.” The Board counterclaimed seeking declaration that 

(a) governs the Board’s authority to issue revenue bonds and that the Purchase
Agreement complied with the statute. The Board then filed a motion for summary
judgment.

[¶7] Appellants moved for an extension of time to complete discovery and filed a
motion to compel production of the consultant reports to the Board containing the
valuation of each specific asset included in the purchase. They claimed that, despite their
requests for production, the Board had failed to provide the reports. Appellants argued
these documents were necessary to determine if the $26 million was for the purchase of
assets, or if instead the Board was buying a private business including its goodwill. 2 The
Board objected to this discovery, claiming the information was not relevant to the
question of whether the governing statutes authorized the use of revenue bonds to
2
 Black’s Law Dictionary defines “goodwill” as:
                 A business’s reputation, patronage, and other intangible assets that are
                 considered when appraising the business, esp. for purchase; the ability to
                 earn income in excess of the income that would be expected from the
                 business viewed as a mere collection of assets. • Because an established
                 business’s trademark or servicemark is a symbol of goodwill, trademark
                 infringement is a form of theft of goodwill. By the same token, when a
                 trademark is assigned, the goodwill that it carries is also assigned.
Goodwill, Black’s Law Dictionary (11th Edition 2019). “[Goodwill] is only another name for reputation,
credit, honesty, fair name, reliability.” Harry D. Nims, The Law of Unfair Competition and Trade-Marks
§ 36 (1929).



                                                  2
purchase intangible assets. The Board also asserted the requested documents included
financial information of a third party subject to a confidentiality and nondisclosure
agreement.3

[¶8] Appellants filed a second motion to compel production of two legal opinion letters
authored by the Board’s attorneys. These letters addressed: (1) whether the Board could
use revenue bonds to purchase Jackson Hole Aviation’s assets; and (2) whether the Board
could act as its own FBO. Appellants argued the opinion letters were not subject to
attorney-client privilege because the Board had shared them with the Town and County.
The Board opposed the motion, asserting the Board, Town, and County had identical
legal interests in the attorneys’ opinions and, therefore, the letters continued to be
privileged under the “common interest doctrine.” 4

[¶9] The district court denied Appellants’ motion to compel production of the
consultant reports. It concluded the valuation information was not relevant to whether
the statutes authorized the use of revenue bonds to purchase intangible assets, and
Appellants’ need for the information did not override its confidential and proprietary
nature. The court also denied the motion to compel production of the legal opinion
letters. It concluded the Board, Town and County had a common interest in whether the
Airport could become the FBO and whether revenue bonds could be used to fund the
Purchase Agreement. The attorney-client privilege was not waived. The district court
further determined the opinion letters were not relevant to its legal interpretation of the
statutory language.

[¶10] After briefing, the district court issued an order granting summary judgment. The
order held that 

 through -435 addressed only the manner in
which the revenue bonds must be issued, and the use of revenue bonds was governed by


3
  The district court allowed Jackson Hole Aviation to intervene for the limited purpose of arguing that
disclosing its “financial information, volume, margins, corporate structure, and economic forecast” to
competitors would cause it immediate and future harm.
4
  The attorney-client privilege is limited to confidential communications. Oil, Chem. & Atomic Workers
Int’l Union v. Sinclair Oil Corp., 

 (Wyo. 1987). When these matters are made public or
revealed to third persons, the element of confidentiality is wanting. 

 at 289–90 (citing 1 McCormick on
Evidence § 91, at 217 (E. Cleary, 3rd ed. 1984)). An exception to this rule arises when clients share
information on a matter of common interest:
                 When two or more persons, each having an interest in some problem, or
                 situation, jointly consult an attorney, their confidential communications
                 with the attorney, though known to each other, will of course be
                 privileged in a controversy of either or both of the clients with the
                 outside world, that is, with parties claiming adversely to both or either of
                 those within the original charmed circle.
Id. at 290 (quoting McCormick, supra at 219).



                                                    3


(a), which authorized purchases of both tangible and
intangible property. Appellants filed a timely appeal.

                                     DISCUSSION

I.    Did the district court abuse its discretion in denying Appellants’ motions to
      compel production of documents prior to ruling on the motion for summary
      judgment?

A.    Standard of Review

[¶11] This Court reviews discovery rulings under the abuse of discretion standard.
Washington v. State, 

, 

 (Wyo. 2011); Ceja v. State,

, 

 (Wyo. 2009); Almada v. State, 

(Wyo. 1999); Dodge v. State, 

 (Wyo. 1977). “On review, our primary
consideration is the reasonableness of the trial court’s decision.” Nelson v. State, 

, 

 (Wyo. 2009) (citing Proffit v. State, 

, 

 (Wyo. 2008)). The party challenging the district court’s decision
has the burden to prove an abuse of discretion. Nelson, ¶ 12, 

; Person v.
State, 

, 

 (Wyo. 2004).

B.    Analysis

[¶12] Appellants argue the district court’s denial of their motion to compel production of
reports, showing how specific assets were valued, denied them discovery relevant to
whether the Board purchased Jackson Hole Aviation’s goodwill. “Parties may obtain
discovery regarding any nonprivileged matter that is relevant to any party’s claim or
defense and proportional to the needs of the case . . . .” W.R.C.P. Rule 26(b)(1).
“‘Relevant evidence’ means evidence having any tendency to make the existence of any
fact that is of consequence to the determination of the action more probable or less
probable than it would be without the evidence.” W.R.E. Rule 401; Cramer v. Powder
River Coal, LLC, 

, 

 (Wyo. 2009); Evenson v. State,

, 

 (Wyo. 2008).

[¶13] Here, Appellants’ Petition for Declaratory Judgment requested an order
“[d]eclaring that the pending sale of revenue bonds by the Jackson Hole Airport Board
exceeds the authority granted by statute” because “[t]he bond issue [would] fund the
purchase of a great deal more than simply the physical assets of the FBO.” They argued

(a) “limits [the use of] the bonds to the purchase of physical
assets” and does not authorize the purchase of the goodwill of a business.

[¶14] The district court ruled that the value of specific assets was not relevant to the
issue raised in the Petition for Declaratory Judgment. The question Appellants presented


                                            4
was whether the Board’s purchase of intangible assets, including goodwill, was outside
its statutory authority. The Board did not deny it was buying intangible assets. These
assets were listed in the Purchase Agreement.5 The value of any intangible asset was not
germane to the issue. The question was whether intangible assets, including goodwill,
could be purchased with revenue bonds, not at what cost. We agree with the district
court’s analysis. Appellants fail to show that the district court’s decision was
unreasonable in any way. Nelson, ¶ 12, 

. The district court did not
abuse its discretion in denying Appellants’ motion to compel the reports and, therefore,
we need not reach the arguments relating to Jackson Hole Aviation’s confidential
information.

[¶15] Similarly, the district court determined the legal opinion letters were not relevant.
It held:

                [T]he information requested does not appear to be relevant to
                the question to be decided in the declaratory judgment action.
                Rather, the two letters as described are legal opinions and
                legal advice informing the respective agency decisions.
                Those agency decisions are not on appeal in this matter. To
                the extent the legal opinions expressed in those two letters are
                pertinent, they are not facts relevant to determining the
                question presented for a declaratory judgment. The question
                for a declaratory judgment is a question of law. Certainly,
                counsel for Petitioners shall have the opportunity to respond
                to the legal opinions and argument presented at summary
                judgment. Any preceding legal opinions are not before the
                [c]ourt, . . . [as] this is not an administrative appeal . . . .

[¶16] We agree with the district court. The first letter addresses the Board’s right to
operate as an FBO under the Federal Aviation Administration’s rules. This question is
not at issue here. The second letter discusses the statutory authority for the Board’s
purchase. The issue of the Board’s statutory authority was for the court to determine as a
matter of law. A private attorney’s preliminary legal analysis is not a fact pertinent to the
district court’s statutory interpretation. See Bd. of Prof’l Responsibility, Wyo. State Bar
v. Stinson, 

, ¶ 65, 

 (Wyo. 2014) (“The expert opinions . . .
are not opinions that assist the trier of fact in understanding the evidence or determining a

5
  Many of the identified assets were items normally associated with an intrinsic goodwill value. In the list
of assets to be transferred, the Purchase Agreement identified the transfer of “all transferable trademarks,
copyrights and other intellectual property rights owned or licensed by the Seller including the trade name
‘Jackson Hole Aviation’ and variations thereof.” See Dawson v. Lohn, 

, 856–57 (Wyo.
1985) (citation omitted) (“a trade-name relates to a business and its good will rather than a vendible
commodity”).



                                                     5
fact in issue. They instead offer a legal conclusion, which is the province of . . . this
Court.”). The district court did not abuse its discretion in denying Appellants’ motion to
compel production of the legal opinion letters.

II.    Do airport boards have the statutory authority to issue revenue bonds to fund
       the purchase of intangible property including goodwill?

A.     Standard of Review

[¶17] “Statutory interpretation is a question of law that we review de novo.” Wyo. Jet
Ctr., LLC v. Jackson Hole Airport Bd., 

, ¶ 11, 

 (Wyo.
2019). We afford no deference to the district court’s determinations. Alpine Lumber Co.
v. Capital W. Nat’l Bank, 

, 

 (Wyo. 2010).

[¶18] A district court’s grant of summary judgment is reviewed as follows:

              We review a district court’s order granting summary
              judgment de novo and afford no deference to the district
              court’s ruling. This Court reviews the same materials and
              uses the same legal standard as the district court. The record
              is assessed from the vantage point most favorable to the party
              opposing the motion . . . , and we give a party opposing
              summary judgment the benefit of all favorable inferences that
              may fairly be drawn from the record. A material fact is one
              that would have the effect of establishing or refuting an
              essential element of the cause of action or defense asserted by
              the parties.

Wyo. Jet Ctr., ¶ 10, 432 P.3d at 914–15 (citations omitted).

B.     Analysis

[¶19] Appellants argue the controlling statutes limit the Board’s use of revenue bonds to
the purchase of physical assets. “State agencies can exercise only those powers
authorized by statute.” Horse Creek Conservation Dist. v. State ex rel. Wyo. Attorney
Gen., 

, 

 (Wyo. 2009) (citations omitted). “A
corollary of the rule is that, when a statute provides a particular manner in which a power
may be executed, the agency may not exercise its power in a different way. Any action
taken by an agency without authority is ultra vires and void.” Solvay Chems., Inc. v.
Dep’t of Revenue, 

, ¶ 13, 

 (Wyo. 2018) (citations
omitted).




                                             6
[¶20] When determining the meaning of a statute, we apply our well-known rules of
statutory construction:

              [O]ur goal is to give effect to the intent of the legislature, and
              we “attempt to determine the legislature’s intent based
              primarily on the plain and ordinary meaning of the words
              used in the statute.” Where legislative intent is discernible a
              court should give effect to the “most likely, most reasonable,
              interpretation of the statute, given its design and purpose.”

                     We therefore construe each statutory provision in pari
                     materia, giving effect to every word, clause, and
                     sentence according to their arrangement and
                     connection. To ascertain the meaning of a given law,
                     we also consider all statutes relating to the same
                     subject or having the same general purpose and strive
                     to interpret them harmoniously. We presume that the
                     legislature has acted in a thoughtful and rational
                     manner with full knowledge of existing law, and that it
                     intended new statutory provisions to be read in
                     harmony with existing law and as part of an overall
                     and uniform system of jurisprudence. When the words
                     used convey a specific and obvious meaning, we need
                     not go farther and engage in statutory construction.

Wyo. Jet Ctr., ¶ 12, 

 (citations omitted).

[¶21] The Board’s authority to issue revenue bonds is found in 

-
202:

              (a) The authority and powers granted in W.S. 10-5-101
              through 10-5-204 and the control of funds named may be
              under the control of an airport board. Upon majority vote of
              board members the board may issue revenue bonds, notes,
              warrants and other revenue securities in the same manner
              provided by W.S. 35-2-424 through 35-2-435 for trustees of
              hospital districts for the purposes of W.S. 10-5-101 through
              10-5-204.

(a) (LexisNexis 2019) (emphasis added). 

 states:




                                              7
              (a) The trustees of a hospital district established pursuant to
              W.S. 35-2-401, are hereby authorized to issue revenue bonds,
              notes and warrants or other revenue securities, hereinafter
              referred to as securities, for the purpose of acquiring,
              erecting,    constructing,     reconstructing,      improving,
              remodeling, furnishing and equipping hospitals and
              related facilities, and acquiring a site or sites therefor,
              from time to time hereafter as the trustees may determine.

(a) (LexisNexis 2019) (emphasis added).

[¶22] Appellants argued that 

-202’s reference to 

 demonstrates the legislature’s intent to limit the Board’s use of revenue bonds
to the purposes listed in 

. They claim this reference means
the legislature intended to replace the term “hospitals” with the word “airports,” when the
statute is used by airport boards. This would mean that airport board revenue bonds
could be used only for “acquiring, erecting, constructing, reconstructing, improving,
remodeling, furnishing and equipping [airports] and related facilities, and acquiring a site
or sites therefor.”

[¶23] The district court rejected Appellants’ statutory interpretation. It found the plain
language of 

 providing that airport boards “may issue revenue
bonds . . . in the same manner provided by W.S. 35-2-424 through 35-2-435” reveals
the intent to set forth the method for issuing airport revenue bonds and does not restrict
what may be purchased. The district court went on to conclude 

-
101 controls what may be purchased by an airport board.

[¶24] We agree with the district court’s interpretation of these statutes. The reference to
a series of statutes addressing the procedures for issuing revenue bonds makes clear the
legislature’s intent to have airport boards follow these procedures. The controlling
statute as to what may be purchased is 

:

              (a) Municipal corporations and counties within the state are
              authorized at the discretion of their governing boards, acting
              either singly or jointly to:
                      (i) Acquire, by lease, purchase, or otherwise, lands
                      and other property for airport purposes, and to
                      construct, maintain and operate these facilities for
                      the landing, housing, care and departure of air-
                      borne craft; . . . .

(a)(i) (LexisNexis 2019) (emphasis added).



                                             8
[¶25] Appellants argue 

(a)(i) is ambiguous for two reasons.
First, they assert the word “facility” is defined in Merriam-Webster’s online dictionary as
“something (such as a hospital) that is built, installed, or established to serve a particular
purpose.” Applying that definition and arguing the term “these facilities” in 

 relates back to “other property,” they assert this language limits “other
property” to tangible facilities. It is their view that this interpretation is supported when
the statute is read in pari materia with 

(a) and 35-2-424.

[¶26] The district court found no ambiguity in 

, concluding
the term “facilities” is not limited to physical assets when read in conjunction with the
phrase “lands and other property for airport purposes.” It noted the term “other
property” is broad. Fid. & Deposit Co. of Md. v. Arenz, 

, 

,

 (1933) (“‘Property’ is a word of very broad meaning, and, when used
without qualification, expressly made or plainly implied, it reasonably may be construed
to include obligations, rights, and other intangibles as well as physical things.”); Total
Petroleum P.R. Corp. v. Valle Figueroa, 

 (D.P.R. 2009) (citation
omitted) (“‘Property’ has a broad meaning that encompasses ‘everything of value the
bankrupt may possess in alienable or leviable form when he files his petition.’”); State v.
Gulf Oil Corp., 

 (Ala. 1971) (“The word ‘property’ has a broad
meaning and when used without qualification may be reasonably construed to include
obligations, rights, and other intangibles as well as physical things.”). The legislature did
not limit the term “other property” in the statute. The district court reasoned, if the
legislature intended to limit the types of property the Board may acquire in the way
suggested by Appellants, it could have easily added the word “tangible.” The legislature
chose not to do so.

[¶27] The district court also rejected Appellants’ interpretation of the word “facilities.”
It reasoned “facilities” for “airport purposes” would include physical assets, but would
also “necessarily include certain intangible assets such as software, computer licenses,
vendor lists, warranties, existing leases, etc.” The district court concluded that “it
[would] be impractical to read the revenue bond statute to limit airport boards to [the
purchase of] only physical assets.” We agree with the district court’s analysis.

[¶28] “We presume that the legislature has acted in a thoughtful and rational manner
with full knowledge of existing law when it enacts a statute.” DiFelici v. City of Lander,

, ¶ 31, 

 (Wyo. 2013). “[A] court cannot, under the guise
of its powers of construction, rewrite a statute, supply omissions, or make other
changes[.]” Triangle Cross Ranch, Inc. v. State, Wyo. Dep’t of Family Servs., 

, 

 (Wyo. 2015) (quoting In re Adoption of Voss, 

 (Wyo. 1976)).




                                              9
[¶29] 

 is not ambiguous. 6 The legislature knew the
difference between tangible and intangible property but included no limitation when
authorizing the Board to purchase “lands and other property” for airport purposes. See

(a) (defining tangible and intangible property). To read the
statutes as Appellants suggest would require us to rewrite the statutory language to insert
“tangible” into 

 and insert “airport” into 

. “This Court is not at liberty to add words to a statute that the legislature
chose to omit.” Int’l Ass’n of Fire Fighters Local Union No. 5058 v. Gillette/Wright/
Campbell Cty. Fire Prot. Joint Powers Bd., 

, ¶ 33, 

(Wyo. 2018) (citation omitted).

[¶30] The district court’s decision gave effect to the most likely and most reasonable
interpretation of the statute, given its design and purpose. We agree that 

 authorizes an airport board to purchase both tangible and intangible property
using revenue bonds.

[¶31] As a final proposition, Appellants argue that even if the statute allows the purchase
of intangible property, “the general principle [is] that goodwill is not property.”
Appellants cite no authority for this principal, but do refer to the property tax statute,

(b). That statute provides, in part:

                (b) The following shall be exempt from property taxation:
                       (i) Goodwill if established and separately identified on
                       a company’s books and records, or affirmed by
                       generally accepted accounting, or appraisal, principles;
                       (ii) Any of the following intangible items:
                            [Listing items A–E].
                       (iii) Any license, permit or other right granted by a
                       person, or by a governmental unit or an agency or
                       instrumentality thereof;
                       (iv) Any covenant not to compete, or other
                       arrangement to the extent such arrangement has

6
  Appellants argue the term “other property” relates back to and is limited by the term “land” under the
doctrines of ejusdem generis and noscitur a sociis. Neither doctrine applies here. “The statutory
construction rule of ejusdem generis instructs us that the legislature must have intended a catch-all phrase
to include things similar to those specifically listed.” Sponsel v. Park Cty., 

, 

 (Wyo. 2006). Here, there is no list. “[T]he doctrine of noscitur a sociis counsels that general
and specific words are associated with and take color from each other, restricting general words to a sense
analogous to the less general.” Gordon v. State by & through Capitol Bldg. Rehab., 

, ¶ 48,

 (Wyo. 2018) (citations and quotation marks omitted). “The doctrine is applied only
to discover the meaning of ambiguous terms.” 

 We have concluded that 

 is
not ambiguous. Therefore, we will not apply the doctrine of noscitur a sociis.



                                                    10
                     substantially the same effect as a covenant not to
                     compete, entered into in connection with an
                     acquisition directly or indirectly of an interest in a
                     trade or business or substantial portion thereof;
                     (v) Any franchise, trademark or trade name;
                     (vi) Any of the following intangible items:
                          [Listing items A–G].

(b) (LexisNexis 2019) (emphasis added).

[¶32] Appellants argue this statute distinguishes “goodwill” from intangible property
because, otherwise, there would be no need to list it separately from the list of items
designated as intangible property. Appellants’ argument is unpersuasive. “Goodwill” is
not the only intangible item separated from the “lists” of intangible property. The statute
also separates any “license,” “permit,” “covenant not to compete,” “franchise,” and
“trademark or trade name.” All of these terms have been recognized as intangible
property. Airtouch Commc’ns, Inc. v. Dep’t of Revenue, State of Wyo., 

, 

 (Wyo. 2003) (governmental licenses, franchises, and customer
lists); Neuman v. Neuman, 

 (Wyo. 1992) (business goodwill for marital
property valuation); Ritter v. Farrow, 

, 174–75 (WI App. 2019)
(trademark); Matter of Protest of Strayer, 

 (Kan. 1986) (goodwill,
franchises, patents, copyrights, and trademarks).

[¶33] Moreover, goodwill has been recognized as property for over a century. See, e.g.,
Metro. Nat’l Bank v. St. Louis Dispatch Co., 

 (C.C.E.D. Mo. 1888), aff’d,

, 

, 

 (1893) (Goodwill “is intangible property
which, in the nature of things, can have no existence apart from a business of some sort
that has been established and carried on at a particular place.”); In re C.R. Stone Concrete
Contractors, Inc., 

 (Bankr. D. Mass. 2011) (“good will is property, and is a
valuable asset in [an individual’s] business”) (citing George G. Fox Co. v. Glynn, 

 (Mass. 1906)); Martin v. Battistella, 

 (Ala. 2008) (“Goodwill
is property of an intangible nature.”). The district court correctly determined goodwill is
intangible property included in the term “other property” found in 

-
5-101(a).

                                     CONCLUSION

[¶34] The district court did not abuse its discretion when it denied Appellants’ motions
to compel production of documents. The district court correctly interpreted 

(a) when it held the term “other property” authorized the use of revenue
bonds for purchases of both tangible and intangible property. Affirmed.




                                            11