Justice JOHNSON delivered the opinion of the Court.
This case arises because provisions of the Texas Uniform Commercial Code (UCC) and the Texas Lottery Act conflict as to whether installment payments of a lottery prize are assignable. The primary issues are whether the Commission has sovereign immunity from suit and whether the Lottery Act's prohibition against transferring the last two installments of a prize are negated by the UCC.
Cletius Irvan, a Texas Lottery prizewinner, assigned his final two annual installment prize payments as part of a financial arrangement by which he was to pay a bank debt. The Lottery Commission refused to recognize the assignment because the Lottery Act prohibits assignments of installment payments due within the final two years of the prize payment schedule. Irvan and other parties to the assignment sought a declaratory judgment that the UCC permits such assignments and specifically renders conflicting provisions of the Lottery Act ineffective. The trial court and court of appeals held that the UCC prevailed and the assignments were permitted. We agree and affirm the court of appeals' judgment.
When the Lottery Act was first enacted, lottery prizes generally could not be assigned, and to the extent they could be assigned, the assignment had to be pursuant to an "appropriate judicial order" that resolved a controversy involving the prize winner. See Act of Aug. 12, 1991, 72nd Leg., 1st C.S., ch. 6, § 2, 1991 Tex. Gen. Laws 197, 218 (current version at TEX. GOV'T CODE § 466.406). In 1999, the Act was amended and restrictions on assignment of prizes were relaxed. Act of May 30, 1999, 76th Leg., R.S., ch. 1394, §§ 2, 4, 1999 Tex. Gen. Laws 4717, 4717-18. The amended provisions authorized prize winners to assign all but the last two installment prize payments if certain requirements were met.
The apparent statutory conflict in this case arises because thirteen days before amending the Lottery Act in 1999 the Legislature amended the UCC and included "winnings in a lottery or other game of chance operated or sponsored by a state" as part of the definition of "account." Act of May 17, 1999, 76th Leg., R.S., ch. 414, § 1.01, 1999 Tex. Gen. Laws 2639, 2640 (codified at TEX. BUS. & COM. CODE § 9.102(a)(2)(viii)). Under the UCC, accounts are assignable. See TEX. BUS. & COM.CODE § 9.406(a). The UCC amendments, however, did not parallel the Lottery Act amendments that prohibited assignment of the last two installment payments of a lottery prize. To the contrary, the UCC reinforced the assignable character of accounts by specifying that rules of law, statutes and regulations purporting to prohibit or restrict assignment of accounts are ineffective:
Id. § 9.406(f). The amendments to the UCC were effective in 2001. In 2001, section 9.406(f) was amended in part and reenacted; the provisions making conflicting statutes ineffective were not changed by the amendment. See Act of May 17, 2001, 77th Leg., R.S. ch. 705, § 11, 2001 Tex. Gen. Laws 1403, 1405 (codified at TEX. BUS. & COM. CODE § 9.406(f)).
Cletius Irvan won a Texas Lottery prize in 1995. The prize was payable in twenty annual installments of just over $440,000 each, with the final two payments to be made in 2013 and 2014. After the Legislature amended the Act so prize payments could be assigned, Irvan assigned his rights to all but the last two of his prize payments in exchange for a lump sum.
FSB moved for partial summary judgment on its claim that the UCC renders the anti-assignment provisions of the Lottery Act ineffective. The trial court granted the motion and declared that UCC sections 9.406 and 9.102 render Lottery Act sections 466.406 and 466.410 ineffective to the extent those sections purport to restrict or prohibit assignment of prize payments. At the parties' request, the trial court severed the UCC claim and the Commission appealed the summary judgment. The court of appeals affirmed. 254 S.W.3d 677.
In this Court, the Commission seeks reversal of the court of appeals judgment on the bases that: (1) the Commission has sovereign immunity from suit, thus the appeal and suit should be dismissed for lack of jurisdiction; (2) under the UCC, conflicts should be resolved in favor of the Lottery Act because the act is a consumer protection law; and (3) under established canons of statutory interpretation regarding conflicting statutes, the Lottery Act controls.
The Commission first argues that it has sovereign immunity from suit so the appeal and suit should be dismissed for lack of jurisdiction. It urges that this is an ultra vires suit which must be brought against a state official and it cannot be brought against the Commission because the Commission is a governmental entity. See City of El Paso v. Heinrich, 284 S.W.3d 366, 372-73 (Tex.2009). FSB counters that this appeal involves a challenge to the validity of a statute and the DJA waives the Commission's immunity as to such claims. We agree with FSB. As we explain below, the claim in this appeal is not one involving a government officer's action or inaction, but is a challenge to a statute. Thus this is not an ultra vires claim to which a government officer must be a party.
An ultra vires suit is one to require a state official to comply with statutory or constitutional provisions. Id. at 372. In Heinrich we distinguished between claims seeking declaratory relief in an ultra vires suit, which must be brought against governmental officials, and suits challenging the validity of an ordinance or statute. Id. at 373 n. 6 ("For claims challenging the validity of ordinances or statutes ... the
The Declaratory Judgments Act
Tex. Educ. Agency v. Leeper, 893 S.W.2d 432, 446 (Tex.1994).
The Commission also argues that the DJA does not waive immunity in this case because it only waives immunity of a municipality, not a state entity. The Commission points to Civil Practice and Remedies Code section 37.006(b), which states that "[i]n any proceeding that involves the validity of a municipal ordinance ... the municipality must be made a party." But the Court in Leeper did not rely on section 37.006 when it concluded that "governmental entities" are to be joined in suits to construe legislative pronouncements. Rather, the Court concluded that because the DJA permits statutory challenges and governmental entities may be bound by those challenges, the DJA contemplates entities must be joined in those suits. Leeper, 893 S.W.2d at 446. We have subsequently applied the holding of Leeper to different governmental entities. Heinrich, 284 S.W.3d at 373 n. 6; Wichita Falls State Hosp. v. Taylor, 106 S.W.3d 692, 697-98 (Tex.2003); Tex. Natural Res. Conservation Comm'n v. IT-Davy, 74 S.W.3d 849, 859-60 (Tex.2002). Accordingly, we disagree that the DJA only waives the immunity of municipalities.
Next, the Commission asserts that the DJA does not waive immunity because it applies only to suits involving constitutional invalidation and not to those involving statutory interpretation. But the language in the DJA does not make that distinction. In Leeper, the issue was whether a mandatory school attendance private school exemption statute applied to
Because the claim at issue here is not one involving a government officer's action or inaction, but is a challenge to a statute, this is not an ultra vires claim to which a government officer should have been made a party. The decision on this claim may ultimately impact actions taken by officers of the Commission, but that does not deprive the trial court of jurisdiction. Id. at 445 (noting that the DJA allows courts to declare relief "whether or not further relief is or could be claimed"). The trial court properly exercised jurisdiction over this claim.
We next turn to the question of whether the UCC impacts the Lottery Act's anti-assignment provisions, and if so, how.
We review issues of statutory construction de novo. City of San Antonio v. City of Boerne, 111 S.W.3d 22, 25 (Tex.2003). In construing statutes our primary objective is to give effect to the Legislature's intent. Galbraith Eng'g Consultants, Inc. v. Pochucha, 290 S.W.3d 863, 867 (Tex.2009). We rely on the plain meaning of the text as expressing legislative intent unless a different meaning is supplied by legislative definition or is apparent from the context, or the plain meaning leads to absurd results. See City of Rockwall v. Hughes, 246 S.W.3d 621, 625-26 (Tex.2008). We presume the Legislature selected language in a statute with care and that every word or phrase was used with a purpose in mind. See In re Caballero, 272 S.W.3d 595, 599 (Tex.2008); Chastain v. Koonce, 700 S.W.2d 579, 582 (Tex.1985).
The UCC authorizes state lottery winners to freely assign their winnings. TEX. BUS. & COM.CODE § 9.406(a) (permitting account assignments); see id. § 9.102(a)(2)(viii) (including "winnings in a lottery or other game of chance operated or sponsored by a state" in the definition of "Account"). Citing section 9.201 of the UCC, the Commission asserts that Chapter 9 of the UCC conflicts with the Lottery Act and the Lottery Act controls.
Section 9.201 of the UCC provides, in relevant part:
Id. § 9.201. The Commission asserts sections 9.201(b) and (c) make it clear that any conflict between Article 9 and consumer protection laws must be resolved against Article 9 and that the Lottery Act and its anti-assignment provisions are unquestionably consumer protection provisions. FSB counters that (1) the Lottery Act provision does not "establish a different rule of law for consumers" because neither the Lottery Act nor the UCC refers to lottery prize winners or assignors as "consumers," (2) the Lottery Act's anti-assignment provisions protect lottery winners who are not consumers, but rather who are account creditors who sell their rights, and (3) a lottery winner such as Irvan who sells his right to receive payments is not purchasing or acquiring anything,
Chapter 9 of the UCC does not provide a definition for "consumer," but the term is defined in Chapter 1 as "an individual who enters into a transaction primarily for personal, family, or household purposes." Id. § 1.201(b)(11). The Chapter 1 definitions apply to all chapters of the UCC except when the context in which they are used requires otherwise or a different definition is provided by a particular chapter. Id. § 1.201(a). Neither of the exceptions applies here, thus the definition in section 1.201(b)(11) applies.
While the Lottery Act establishes a rule regarding lottery prize assignments different from the provisions in the UCC, the Lottery Act's rule is not specifically directed at or limited to individuals who enter into a transaction primarily for personal, family, or household purposes. Any purchaser of a lottery ticket, whether an individual or some type of entity such as a partnership, trust, or corporation, purchases the ticket subject to the provisions of the Lottery Act. TEX. GOV'T CODE § 466.252 ("By purchasing a ticket in a particular lottery game, a player agrees to abide by and be bound by the commission's rules, including the rules applicable to the particular lottery game involved."). The Lottery Act provides that "[a] person may assign, in whole or in part, the right to receive prize payments that are paid by the commission" and then sets out what is required of the assignor. Id. § 466.410. The Legislature has defined the term "person" to include "[a] corporation, organization, government or governmental subdivision or agency, business trust, estate, trust, partnership, association, and any other legal entity." Id. § 311.005(2). Nothing in section 466.410 indicates the assignment provisions are applicable only when an individual purchases a ticket, much less only when an individual purchases a ticket for purposes of personal, family, or household use. See TEX. BUS. & COM.CODE § 1.201(b)(11). Nor does the Lottery Act limit the applicability of the assignment provisions and restrictions to individuals such as Irvan, even if they are entering the assignment transaction to receive and use money for personal, family, or household purposes. To the contrary, the Lottery Act contemplates that a prizewinner, and therefore a person entitled to receive and assign—or restricted from assigning—prize payments, may be "persons" who are not individuals or consumers. See TEX. GOV'T CODE § 466.406(b). Furthermore, the Lottery Act refers to "individuals" in several sections. See, e.g., id. § 466.3051 (providing that an individual younger than eighteen years of age may not purchase a lottery ticket); id. § 466.409 (providing that certain individuals are not eligible to receive lottery prizes). The fact that the Legislature made certain provisions of the Act applicable only to individuals indicates that its use of the word "person" rather than "individual" in section 466.410 was intentional. See Tex. Mun. Power Agency v. Pub. Util. Comm'n of Tex., 253 S.W.3d 184, 193 n. 20 (Tex.2007); see also Harris County Hosp. Dist. v. Tomball Reg'l Hosp., 283 S.W.3d 838, 842 (Tex.2009) (noting that we examine the Legislature's words in context of the statute as a whole and do not consider words or parts of the statute in isolation). So, while section 466.410 applies to individuals who assign or desire to assign their prize payments for personal, family, or household purposes, the use of "person" in context of section 466.410 does not require a different definition than that prescribed by the Code Construction Act. And, we do not see how use of the Legislature's definition
The Commission stresses that a transaction by a consumer occurred in this case: Irvan assigned his future lottery winnings in return for an up-front lump sum payment—a transaction primarily for personal, family, or household purposes. But even assuming Irvan's assignment was a consumer transaction, the UCC does not address individual transactions undertaken by consumers. It addresses rules of law, statutes, and regulations that apply broadly. Section 466.410 establishes a rule for all persons, not just individuals involved in Lottery Act transactions primarily for personal, family, or household purposes. Read in context, we do not believe section 466.410 is a statute or rule of law "that establishes a different rule for consumers" within the meaning of section 9.201(b).
The Commission asserts that the UCC does not render the Lottery Act assignment restrictions in sections 466.406 and 466.410 ineffective based on established canons of statutory interpretation. It points to the Code Construction Act, which provides guidance for courts when they seek to determine the Legislature's intent. Specifically, the Commission points to the following as legislative guidance that should be used here: (1) an entire enacted statute is presumed to be effective, TEX. GOV'T CODE § 311.021(2); (2) if statutes are irreconcilable, the statute latest in date of enactment prevails, id. § 311.025(a); and (3) a specific statutory provision prevails as an exception over a conflicting general provision. Id. § 311.026.
FSB argues that even though the Legislature's guidance for construing statutes would confirm the conclusions of the trial court and court of appeals if they were applied, applying the canons is inappropriate because in the UCC the Legislature specifically provided the means for resolving conflicts between the UCC and other statutes such as the Lottery Act. We agree with FSB that because the Legislature expressly and unambiguously set out the method for resolving conflicts between the UCC and other statutes, it would be improper to go outside the language of the statute and use canons of construction to resolve the question. City of Rockwall, 246 S.W.3d at 626 ("When a statute's language is clear and unambiguous, it is inappropriate to resort to rules of construction or extrinsic aids to construe the language."). Courts "do not lightly presume that the Legislature may have done a useless act." Liberty Mut. Ins. Co. v. Garrison Contractors, Inc., 966 S.W.2d 482, 485 (Tex.1998). But we must take statutes as we find them and first and primarily seek the Legislature's intent in its language. St. Luke's Episcopal Hosp. v. Agbor, 952 S.W.2d 503, 505 (Tex.1997). Courts are not responsible for omissions in legislation, but we are responsible for a true and fair interpretation of the law as it is written. Id. Additionally, "[i]t is at least theoretically possible that legislators—like judges or anyone else—may make a mistake." Brown v. De La Cruz,
The UCC specifies that state lottery winnings are accounts and are assignable, TEX. BUS. & COM.CODE § 9.406(a), but the Lottery Act prohibits assignments of the last two prize installments. TEX. GOV'T CODE §§ 466.406, 466.410. While these statutory provisions conflict, the Legislature also explicitly provided that "a rule of law, statute, or regulation that prohibits [or] restricts" an assignment of a prize won in a state lottery "is ineffective." TEX. BUS. & COM.CODE § 9.406(f). Giving effect to the clear legislative language about how to resolve conflicts regarding assignments results in there being no conflict to resolve because the Lottery Act's anti-assignment provisions are ineffective insofar as they conflict with the UCC.
Moreover, the Commission's argument that we should not construe the UCC to render the Lottery Act anti-assignment provisions useless turns on itself. If we construe the Lottery Act's anti-assignment restrictions as valid because otherwise their enactment would be a useless legislative action, we render UCC section 9.406(f) useless as it applies here. Under that construction section 9.406(f) would be useless legislative action, at least in part, because that section clearly was enacted to address situations in which the Legislature enacted a conflicting statute.
The Commission points to cases from other jurisdictions holding that statutory restrictions on lottery assignments are effective. In three of the cases the facts and statutes are distinguishable from those at issue here. See In re Guluzian, No. BK 04-10390-JMD, 2004 WL 2813523, at *3 (Bankr.D.N.H. Dec. 3, 2004) (noting that legislation amending the UCC assignment provisions to include lottery payments also amended the lottery statute to provide that the lottery prize assignment prohibition prevailed over UCC provisions); In re Duboff, 290 B.R. 652, 656 (Bankr.C.D.Ill. 2003) (holding that UCC provision was inapplicable because it was not enacted until nineteen months after the assignment was executed); Midland States Life Ins. Co. v. Cardillo, 59 Mass.App.Ct. 531, 797 N.E.2d 11, 17-18 (2003) (noting that at the same time the UCC was amended, the lottery statute was amended to provide that it prevailed over UCC provisions).
In two cases factually similar to the one before us, courts held that statutory restrictions on lottery prize assignments prevailed over UCC provisions declaring such restrictions ineffective. See Stone St. Capital, LLC v. Cal. State Lottery Comm'n, 165 Cal.App.4th 109, 80 Cal.Rptr.3d 326, 340 (2008); Va. State Lottery Dept. v. Settlement Funding, LLC, No. CH-2003-183848, 2005 WL 3476682, at *3 (Va.Cir.Ct. Nov. 7, 2005). But in both those cases, the courts relied on statutory construction aids to reach their conclusions. Stone St. Capital, 80 Cal.Rptr.3d at 333 (noting that under California rules of statutory construction, a more specific statute controls over a general statute, regardless of which statute was passed earlier); Va. State Lottery Dep't, 2005 WL 3476682, at *2-3 (applying
The Commission argues that failing to give effect to the Lottery Act would essentially amount to an impermissible requirement that the Legislature use explicit language to carve out the Lottery Act from the reach of section 9.406; in other words, a requirement of a "magical password." See Lockhart v. United States, 546 U.S. 142, 149, 126 S.Ct. 699, 163 L.Ed.2d 557 (2005) (Scalia, J., concurring) ("When the plain import of a later statute directly conflicts with an earlier statute, the later enactment governs, regardless of its compliance with any earlier-enacted requirement of an express reference or other `magical password.'"). But Justice Scalia was referring to provisions that require Congress to use specific language in order to repeal, limit, or modify a statutory provision. See id. Here, UCC section 9.406(f) does not require some specific language to be included in subsequent legislation in order for it to be modified or repealed. Nor does the Commission contend that the Legislature was attempting to repeal or otherwise modify section 9.406(f) when it enacted the prohibition on lottery prize assignments.
Finally, the Commission asserts that we should give serious consideration to the Commission's construction of the Lottery Act, by which it gives full effect to the assignment restrictions. See Tarrant Appraisal Dist. v. Moore, 845 S.W.2d 820, 823 (Tex.1993) ("Construction of a statute by the administrative agency charged with its enforcement is entitled to serious consideration, so long as the construction is reasonable and does not contradict the plain language of the statute."). But here we are not construing the Lottery Act. We are construing the UCC and determining whether it renders sections 466.406 and 466.410 of the Lottery Act ineffective. The Commission does not argue that it is charged with enforcement of the UCC, and even if it were so charged, its interpretation of the UCC contradicts the plain language of that statute. See id.
In sum, the language of UCC section 9.406(f) is clear; we need not use a canon of construction to construe it other than the prime canon: we construe statutes by first looking to the statutory language for the Legislature's intent, and only if we cannot discern legislative intent in the language of the statute itself do we resort to canons of construction or other aids such as which statute is more specific. City of Rockwall, 246 S.W.3d at 626. Here the statute's unambiguous words disclose the legislative intent: if the Legislature should happen to have enacted, or enacts, a conflicting statute, the conflicting statute is "ineffective to the extent that the ... statute ... prohibits [or] restricts" the assignment of an account. TEX. BUS. & COM.CODE § 9.406(f). Section 9.406(f) makes sections 466.406 and 466.410 of the Lottery Act ineffective to the extent they prohibit or restrict Irvan's assignment.
Finally, the Commission asserts that holding the UCC prevails over sections
Sections 466.406 and 466.410 of the Lottery Act are ineffective to the extent they restrict or prohibit Irvan's assignment. We affirm the judgment of the court of appeals.