{ "id": 3795894, "name": "STATE OF NORTH CAROLINA v. PHILIP MORRIS USA INC., f/k/a PHILIP MORRIS INCORPORATED; R.J. REYNOLDS TOBACCO COMPANY, individually and as successor to R.J. REYNOLDS TOBACCO COMPANY and BROWN & WILLIAMSON TOBACCO CORPORATION; and LORILLARD TOBACCO COMPANY", "name_abbreviation": "State v. Philip Morris USA Inc.", "decision_date": "2005-08-19", "docket_number": "No. 2PA05", "first_page": "763", "last_page": "782", "citations": [ { "type": "official", "cite": "359 N.C. 763" } ], "court": { "name_abbreviation": "N.C.", "id": 9292, "name": "Supreme Court of North Carolina" }, "jurisdiction": { "id": 5, "name_long": "North Carolina", "name": "N.C." }, "cites_to": [ { "cite": "347 S.E.2d 425", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1986, "pin_cites": [ { "page": "427" } ], "opinion_index": 0 }, { "cite": "318 N.C. 259", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 4732310 ], "year": 1986, "pin_cites": [ { "page": "262" } ], "opinion_index": 0, "case_paths": [ "/nc/318/0259-01" ] }, { "cite": "Treas. Reg. \u00a7 1", "category": "laws:admin_compilation", "reporter": "Treas. Reg.", "weight": 3, "opinion_index": 0 }, { "cite": "1988 U.S. Dist. LEXIS 18473", "category": "reporters:specialty_lexis", "reporter": "U.S. Dist. LEXIS", "opinion_index": 0 }, { "cite": "520 U.S. 1", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 11650897 ], "weight": 2, "year": 1997, "pin_cites": [ { "page": "4", "parenthetical": "noting judicial analysis of a statute always begins with \"the statutory text\"" }, { "page": "138", "parenthetical": "noting judicial analysis of a statute always begins with \"the statutory text\"" } ], "opinion_index": 0, "case_paths": [ "/us/520/0001-01" ] }, { "cite": "498 U.S. 395", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 6227711 ], "weight": 2, "year": 1991, "pin_cites": [ { "page": "404" }, { "page": "930" } ], "opinion_index": 0, "case_paths": [ "/us/498/0395-01" ] }, { "cite": "23 S.E.2d 303", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 4, "year": 1942, "pin_cites": [ { "page": "305", "parenthetical": "\" 'Since the object of construction is to ascertain the intent of the parties, the contract must be considered as an entirety. The problem is not what the separate parts mean, but what the contract means when considered as a whole.' \"" }, { "page": "305" } ], "opinion_index": 0 }, { "cite": "222 N.C. 411", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8630614 ], "weight": 2, "year": 1942, "pin_cites": [ { "page": "413-14", "parenthetical": "\" 'Since the object of construction is to ascertain the intent of the parties, the contract must be considered as an entirety. The problem is not what the separate parts mean, but what the contract means when considered as a whole.' \"" }, { "page": "413-14" } ], "opinion_index": 0, "case_paths": [ "/nc/222/0411-01" ] }, { "cite": "467 S.E.2d 410", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1996, "pin_cites": [ { "page": "411", "parenthetical": "\"A consent judgment is a court-approved contract subject to the rules of contract interpretation.\"" } ], "opinion_index": 0 }, { "cite": "342 N.C. 879", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 796075 ], "year": 1996, "pin_cites": [ { "page": "881", "parenthetical": "\"A consent judgment is a court-approved contract subject to the rules of contract interpretation.\"" } ], "opinion_index": 0, "case_paths": [ "/nc/342/0879-01" ] }, { "cite": "200 S.E.2d 622", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1973, "pin_cites": [ { "page": "624" } ], "opinion_index": 0 }, { "cite": "284 N.C. 407", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8562175 ], "year": 1973, "pin_cites": [ { "page": "409-10" } ], "opinion_index": 0, "case_paths": [ "/nc/284/0407-01" ] }, { "cite": "599 S.E.2d 549", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2004, "pin_cites": [ { "page": "552" } ], "opinion_index": 0 }, { "cite": "358 N.C. 691", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 2987471 ], "year": 2004, "pin_cites": [ { "page": "693" } ], "opinion_index": 0, "case_paths": [ "/nc/358/0691-01" ] }, { "cite": "70 Fed. Reg. 7007", "category": "reporters:federal", "reporter": "Fed. Reg.", "weight": 2, "year": 2005, "pin_cites": [ { "page": "7009, 7012", "parenthetical": "to be codified at 7 C.F.R. pt. 1463" }, { "page": "7009" } ], "opinion_index": 0 }, { "cite": "2004 WL 2966013", "category": "reporters:specialty_west", "reporter": "WL", "weight": 13, "year": 2004, "pin_cites": [ { "page": "*9", "parenthetical": "No. 98-CVS-14377" }, { "page": "*24" }, { "page": "*26-27" }, { "page": "*13" }, { "page": "*12" }, { "page": "*29" }, { "page": "*26" }, { "page": "*25" }, { "page": "*9" }, { "page": "*13" } ], "opinion_index": 0 } ], "analysis": { "cardinality": 1582, "char_count": 47178, "ocr_confidence": 0.757, "pagerank": { "raw": 2.0515721601042402e-07, "percentile": 0.7554365138662524 }, "sha256": "eee2505a9f17925cf0648cae210fec1b022153de88ed2c46d85e9ace07ef0725", "simhash": "1:b7eb66a20edd0b67", "word_count": 7440 }, "last_updated": "2023-07-14T16:11:02.499353+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "Justice WAINWRIGHT did not participate in the consideration or decision of this case." ], "parties": [ "STATE OF NORTH CAROLINA v. PHILIP MORRIS USA INC., f/k/a PHILIP MORRIS INCORPORATED; R.J. REYNOLDS TOBACCO COMPANY, individually and as successor to R.J. REYNOLDS TOBACCO COMPANY and BROWN & WILLIAMSON TOBACCO CORPORATION; and LORILLARD TOBACCO COMPANY" ], "opinions": [ { "text": "NEWBY, Justice.\nIn this case we construe the language of the National Tobacco Grower Settlement Trust to determine whether enactment of the Fair and Equitable Tobacco Reform Act of 2004 relieved defendant tobacco companies of their obligations to the Trust for 2004. We hold it did not and reverse the trial court.\nI.BACKGROUND\nIn 1938 the federal government began implementing price supports and marketing quotas for U.S. tobacco in an effort to stabilize the domestic tobacco market. Quotas limited production and confined the cultivation of tobacco to specific tracts of land. While the federal government adjusted quota levels annually based on tobacco companies\u2019 demand, federal price supports kept tobacco prices elevated. In recent years, tobacco quotas and price supports often worked at cross-purposes. Artificially high prices dampened demand for domestic tobacco and led to reduced quotas. Along with many other factors, this contributed to a worsening financial situation among the members of the tobacco farming community.\nDuring the 1990s, all fifty states and six other American jurisdictions filed suit against defendant tobacco companies (\u201cSettlors\u201d) to recover healthcare costs associated with smoking-related illnesses. On 16 November 1998, forty-six states, the District of Columbia, the Commonwealth of Puerto Rico, and four other American territories agreed to settle their claims. The resultant Master Settlement Agreement (\u201cMSA\u201d) was the object of consent decrees and final judgments in each complaining jurisdiction. Settlors immediately raised prices to cover the future costs of payments due under the MSA.\nThe parties anticipated this rise in prices would curtail tobacco consumption; indeed, reduced consumption was one of the aims of the MSA. They also understood decreased demand for tobacco products could cause tobacco growers and quota holders (\u201ctobacco farmers\u201d) significant economic hardship. The MSA therefore required that Settlors meet with the political leadership of the fourteen tobacco growing states (\u201cGrower States\u201d) to devise a plan for mitigating the MSA\u2019s potentially negative economic consequences. These meetings produced the National Tobacco Grower Settlement Trust (\u201cthe Phase II Trust\u201d or \u201cthe Trust\u201d). By agreeing to the Phase II Trust, Settlors pledged to spend approximately $5.15 billion on economic assistance to tobacco farmers in Grower States.\nDespite its cost, the Trust appealed to Settlors for financial reasons. Funding the Trust satisfied the requirement of the MSA \u201cto address the economic concerns of the Grower States.\u201d In other words, Settlors agreed to the Trust because doing so was a condition of the settlement that had relieved them of potentially bankrupting liability for smoking-related healthcare costs. Additionally, the Trust shields Settlors from claims the Grower States might otherwise bring for economic damages suffered as a result of the MSA. National Tobacco Grower Settlement Trust at \u00b64.05 (July 19, 1999) [hereinafter Trust Agreement] (\u201cThe Grower States confirm that the releases they have given to the Settlors cover, and thus bar, any claims for damages allegedly incurred by the Grower States as a result of adverse economic consequences suffered by the tobacco grower communities in the respective Grower States.\u201d).\nThe preamble announces the purpose of the Trust: \u201c[T]o provide aid to Tobacco Growers and Tobacco Quota Owners and thereby to ameliorate potential adverse economic consequences to the Grower States.\u201d The Trust accomplishes this objective through annual distributions to the beneficiaries. Id. at \u00b61.02. These distributions supplement the declining incomes of tobacco farmers as they adapt to an economy in which the MSA has dulled the appetite for tobacco.\nThe Phase II Trust operates on a calendar year basis. Settlors fund the Trust through \u201cAnnual Payment[s]\u201d divided into four equal installments due on March 31, June 30, September 30 and December 15, respectively. Id. at A-1 to A-2. An Independent Accountant chosen by the Settlors sets the amount of each Annual Payment by March 1 of each year. Id. at A-14 to A-15. Certification entities in each of the Grower States communicate annually to the Trustee the names and addresses of tobacco farmers who qualify to participate in the Trust. Id. at \u00b61.02. Distributions to eligible tobacco farmers take place once each year by December 31. Id. The Trustee ordinarily disburses all funds it has received during the calendar year, and, once disbursed, funds may not be recovered. Id.\nSchedule A of the Trust Agreement establishes the formulae used to calculate Settlors\u2019 Annual Payments. Simply put, the assessment for a given calendar year is determined by taking the specified base payment for that year and applying certain adjustments. Trust Agreement at A-l to A-16. These include an \u201cInflation Adjustment,\u201d which increases the base payment in response to changes in the Consumer Price Index during the previous calendar year, and a \u201cVolume Adjustment,\u201d which either increases or decreases the base payment depending on the number of cigarettes shipped during the preceding calendar year. Id. at A-4 to A-5.\nAnother adjustment to Annual Payments is the Tax Offset Adjustment. The parties drafted the Trust Agreement knowing federal and state governments might take additional measures to aid tobacco farmers. They realized such measures would probably entail additional assessments against Settlors. The Tax Offset Adjustment entitles Settlors to reduce their Annual Payment in response to the imposition of a \u201cGovernmental Obligation,\u201d which is a new or increased cigarette tax used in whole or in part for the benefit of tobacco farmers. Trust Agreement at A-5 to A-8. Schedule A defines Governmental Obligation broadly enough to encompass everything from an individual state\u2019s excise taxes on cigarettes to the massive assessments necessary to fund a federal tobacco buyout. Id. Likewise, a Governmental Obligation includes the cost to Settlors of complying with laws or regulations that require them to purchase minimum quantities or percentages of domestic tobacco. Trust Agreement at A-8 to A-9. Whereas the Inflation and Volume Adjustments are allocated evenly across quarterly installments, the Tax Offset Adjustment may be \u201callocated in full to the first payment due after the Adjustment is applied (and to subsequent payments as necessary to ensure full credit).\u201d Id. at A-l.\nFrom 1999 to 2003, the Phase II Trust functioned without significant controversy. Settlors paid their quarterly installments, and the Trustee made annual distributions to tobacco farmers. In 2003, however, the parties disagreed over whether a tobacco buyout bill pending in the United States Senate (the Tobacco Market Transition Act of 2003) constituted a Governmental Obligation. Some Settlors withheld their payments to the Phase II Trust arguing the proposed legislation would earn them a Tax Offset Adjustment for 2003. The Trustee moved for specific performance. During the ensuing mediation, the Trustee and Settlors negotiated Amendment One to the Trust Agreement. National Tobacco Grower Settlement Trust Agreement Amendment Number One (effective Mar. 30, 2004) [hereinafter Amendment One].\nAmendment One prohibits Settlors from claiming a Tax Offset Adjustment \u201cbased upon proposed changes in laws.\u201d Amendment One at 2. It also refines the rules regarding refunds of Trust assets to Settlors. Arguably, prior to Amendment One such refunds were not permitted. Trust Agreement at 4.15. Settlors could apply Tax Offset Adjustments to future payments only. Under Amendment One, Settlors may receive refunds of quarterly payments during the calendar year in which a Tax Offset Adjustment \u201cfirst became effective,\u201d but only to the extent the adjustment exceeds their remaining obligations to the Trust. Significantly, the amendment stipulates it cannot be considered when determining when a Tax Offset Adjustment occurs:\nNo Resolution of Tax Offset Adjustment Effective Date Dispute: The Settlors and the Trustee have different interpretations of the language in the original Agreement concerning the date on or from which any Settlor shall be entitled to a reduction arising from a Tax Offset Adjustment. It is agreed and acknowledged that Amendment Number One does not address or resolve this issue, and nothing in Amendment Number One shall be used or construed to have any bearing on the resolution of such issue.\nAmendment One at 4 (emphasis added).\nProblems with the tobacco industry prompted members of Congress to introduce more than twenty tobacco buyout bills from 1997 through 2004. The parties to the Phase II Trust understood they had much to gain from legislation ending quotas and price controls. The Grower States recognized a federal buyout program would almost certainly offer larger payments to tobacco farmers than those available under the Trust. Settlors believed the price of U.S. tobacco leaf would drop precipitously once the tobacco market became a free market.\nFinally, on 22 October 2004, President Bush signed the Fair and Equitable Tobacco Reform Act. America Jobs Creation Act of 200, Pub. L. No. 108-357, \u00a7\u00a7 601-643, - Stat. - (2004) [hereinafter FETRA]. The Act terminated the price controVquota system for U.S. tobacco beginning with the 2005 tobacco crop. As the parties had anticipated, FETRA affords \u201cenormous benefits\u201d to both sides. State v. Philip Morris USA Inc., 2004 WL 2966013, at *9 (Wake County Super.Ct. Dec. 23, 2004) (No. 98-CVS-14377) (Tennille, J.). FETRA payments to tobacco farmers between 2005 and 2014 will approach $9.6 billion. And Settlors stand to profit handsomely from the abolition of market controls and a concomitant drop in tobacco prices. See id. at *9 n.14 (\u201cThe cost of leaf is the largest single cost of production. By obtaining a free market the Tobacco Companies obtain the opportunity to control the largest component of production cost, thus permitting them to hold down price increases or reduce wholesale prices.\u201d)\nFETRA directs the U.S. Secretary of Agriculture to offer tobacco farmers annual payments during each of fiscal years 2005 through 2014 in exchange for ending marketing quotas and related price supports. FETRA \u00a7\u00a7 622 to 623. Tobacco farmers who wish to receive FETRA payments must enter into contracts with the Secretary to that effect. Id. Quarterly assessments against tobacco manufacturers and importers provide the necessary funding for payments. The confusing manner in which FETRA\u2019s provisions alternate between calendar and fiscal years makes it difficult to discern precisely when the first FETRA assessments were to occur. Section 625(b)(1) instructs the Secretary to \u201cimpose quarterly assessments during each of fiscal years 2005 through 2014.\u201d But section 625(d)(3)(A) specifies: \u201cAssessments shall be collected at the end of each calendar year quarter.\u201d Section 625(b)(2) further muddles things with its requirement that \u201cassessment payments over each four-calendar quarter period shall be sufficient to cover [] the contract payments made during that period.\u201d Regardless of when FETRA assessments should have commenced, Settlors expect to spend some $8 billion on FETRA between 2005 and 2014, $5.1 billion of which will come due by 2010. In contrast, their remaining obligation to the Phase II Trust for 2005 to 2010 would have totaled approximately $2.4 billion.\nBy the date of FETRA\u2019s enactment, Settlors had paid three of their four installments to the Trust for 2004, a total of $318 million. Their fourth installment was estimated at $106 million. Settlors\u2019 immediate response to FETRA was to claim a Tax Offset Adjustment and withhold their fourth installment. Settlors asserted their first FETRA assessment would come due before 31 December 2004 and would exceed their 2004 obligation to the Trust. According to them, the Trust Agreement entitled Settlors to a refund of the amount they had already paid during calendar year 2004 and relieved them of their last quarterly installment. The Trustee once again moved for specific performance.\nOn 23 December 2004, the trial court issued an opinion and order ruling in Settlors\u2019 favor. It identified the dispositive issue as follows:\nDoes the Trust Agreement provide that the Tobacco Companies\u2019 obligations to fund the Phase II Trust cease upon passage of buyout legislation that creates a financial obligation greater than the remaining financial obligation under the Phase II Trust, or does the obligation to fund the Phase II Trust continue until there is an actual payment by the Tobacco Companies under the buyout program?\n2004 WL 2966013 at *24.\nThe court held the Trust Agreement does not make Tax Offset Adjustments contingent upon actual payment of a Governmental Obligation. Id. at *25-26. Instead, the court read pages A-5 to A-6 of Schedule A to say that a \u201cchange in [] law\u201d which imposes future financial obligations on Settlors for tobacco farmers\u2019 benefit is sufficient to trigger a Tax Offset Adjustment. Id. It concluded a qualifying change of law took place on 22 October 2004, the date of FETRA\u2019s enactment. 2004 WL 2966013 at *26-27.\nNext the court addressed whether the Tax Offset Adjustment for FETRA should be applied to Settlors\u2019 2004 Phase II Annual Payment. Concluding that FETRA had imposed Governmental Obligations on Settlors for 2004, the court held the 2004 Annual Payment was subject to adjustment. Id. at *27. The Governmental Obligations in question consisted of \u201can assessment period which includes the last quarter of calendar year 2004 [and assessments during] fiscal years 2005 and 2006 . . . based upon cigarettes manufactured in calendar year 2004.\u201d Id. Moreover, the trial court construed FETRA as authorizing the Secretary of Agriculture to impose and require payment of the initial FETRA assessment in December 2004. 2004 WL 2966013 at *13.\nHaving held that Settlors rated a Tax Offset Adjustment for 2004, the trial court proceeded to apply it. According to the court, \u201cthe amount of Tax Offsets available . . . for cigarettes manufactured in 2004 exceeds $106 million, the amount due by Settlors under the Phase II Trust for the fourth quarter of calendar year 2004. Therefore no payment is due for the December quarter.\u201d Id. at *27. The court further determined the $5.1 billion Settlors expected to pay in FETRA assessments between 2005 to 2010 \u201cexceed[ed] the combination of $106 million and $2.4 billion owed for the balance of 2004 and the remainder of the life of the Trust.\u201d Id. Given those findings, it concluded Amendment One entitled Settlors \u201cto a refund of the amounts previously paid for 2004.\u201d Id.\nThe perception that Congress intended FETRA to spare Settlors their 2004 Annual Payment heavily influenced the trial court\u2019s decision. Said the court: \u201cIt is abundantly clear that Congress was keenly aware of the impact of FETRA on the Phase II payments.\u201d 2004 WL 2966013 at *12. The court scanned a meager legislative record for hints of congressional design. A conference committee report provided evidence that FETRA became effective on the date of its enactment in 2004. Id. at *11. In the court\u2019s opinion, this report demonstrated the Act was meant to be a \u201cchange in [] law\u201d within the meaning of the Trust Agreement. Id. at *26-27. The fact that FETRA seemed to impose an assessment for the last calendar quarter of 2004 cinched the matter. Id. at *13 (\u201cThe Court believes that Congress provided the Tobacco Companies with the opportunity to avoid the 2004 Trust payment by (1) making the effective date of FETRA 2004 and (2) providing that the Tobacco Companies would be assessed for the fourth calendar quarter of 2004.\u201d)\nThe trial court acknowledged its decision would leave tobacco farmers with neither a Trust distribution nor a FETRA payment for 2004. Id. at *23. Conceding this \u201c \u2018gap\u2019 in the receipt of money\u201d would \u201ccause some temporary hardship [,]\u201d the court reasoned the delay between Phase II checks and FETRA payments \u201cshouldn\u2019t be long, and . . . should be worth the wait.\u201d Id. It pointed out Congress could have avoided the problem \u201cby passing FETRA earlier in the year\u201d and urged the Secretary of Agriculture to ameliorate the impact of its decision \u201cby swift completion of the contracting process.\u201d 2004 WL 2966013 at *29.\nWe allowed the petition filed by the Trustee and Certification Entities for discretionary review before determination by the Court of Appeals.\nII. ANALYSIS\nWe note at the outset several points upon which the parties agree. The U.S. Secretary of Agriculture made no FETRA assessments during calendar year 2004. Subsequent regulations from the Department of Agriculture established FETRA assessments would begin on 31 March 2005. Tobacco Transition Assessments, 70 Fed. Reg. 7007, 7009, 7012 (Feb. 10, 2005) (to be codified at 7 C.F.R. pt. 1463). Tobacco farmers received neither Trust distributions nor FETRA payments in calendar year 2004.\nThe parties likewise agree this case obliges this Court to interpret the terms of the Phase II Trust in order to discern whether FETRA\u2019s enactment on 22 October 2004 triggered a Tax Offset Adjustment for calendar year 2004 notwithstanding the lack of assessments in 2004. The trial court detailed with admirable lucidity the complex economic and historical factors resulting in the creation of the Phase II Trust. At bottom, however, this case is one of contract interpretation, and we review the trial court\u2019s conclusions of law de novo. See Register v. White, 358 N.C. 691, 693, 599 S.E.2d 549, 552 (2004).\nInterpreting a contract requires the court to examine the language of the contract itself for indications of the parties\u2019 intent at the moment of execution. Lane v. Scarborough, 284 N.C. 407, 409-10, 200 S.E.2d 622, 624 (1973). \u201cIf the plain language of a contract is clear, the intention of the parties is inferred from the words of the contract.\u201d Walton v. City of Raleigh, 342 N.C. 879, 881, 467 S.E.2d 410, 411 (1996) (\u201cA consent judgment is a court-approved contract subject to the rules of contract interpretation.\u201d). Intent is derived not from a particular contractual term but from the contract as a whole. Jones v. Casstevens, 222 N.C. 411, 413-14, 23 S.E.2d 303, 305 (1942) (\u201c \u2018Since the object of construction is to ascertain the intent of the parties, the contract must be considered as an entirety. The problem is not what the separate parts mean, but what the contract means when considered as a whole.\u2019 \u201d) (citation omitted).\nConsistent with the aforesaid principles, we must carefully inspect the provisions of the Phase II Trust to ascertain the parties\u2019 intention at the time it was executed. Before proceeding, we pause to observe that Amendment One has no effect on our inquiry. Amendment One at 4. (\u201c[N]othing in Amendment Number One shall be used or construed to have any bearing on the resolution of [when a Tax Offset Adjustment is warranted].\u201d).\nAt issue is the meaning of the Tax Offset Adjustment provision in Schedule A of the Trust Agreement. Specifically, the dispute centers on the following language from pages A-5 to A-7:\n(A-5) Tax Offset Adjustment. Except as expressly provided below, the amounts to be paid by the Settlors in each of the years 1999 through and including 2010 shall also be reduced upon the occurrence of any change in a law or regulation or other governmental provision that leads to a new, or an increase in an existing, federal or state excise tax on Cigarettes, or any other tax, fee, assessment, or financial obligation of any kind . . .\n(A-6) imposed on the purchase of tobacco or any tobacco products or on production of Cigarettes or use of tobacco in the manufacture of Cigarettes at any stage of production or distribution or that is imposed on the Settlors, to the extent that all or any portion of such Governmental Obligation is used to provide:\n(i) direct payments to [tobacco farmers];\n(ii) direct or indirect payments, grants or loans under any program designed in whole or in part for the benefit of [tobacco farmers];\n(iii) payments, grants or loans to Grower States to administer programs designed in whole or in part to benefit [tobacco farmers]; or\n(iv) payments, grants or loans to any individual, organization, or Grower State for use in activities which are designed in whole or in part to obtain commitments from, or provide compensation to [tobacco farmers] to eliminate tobacco production.\nThe amount of the Governmental Obligation used for any of the purposes set forth above shall be the \u201cGrower Governmental Obligation.\u201d\n(A-7) In the event of such a Governmental Obligation, the amount otherwise required to be paid by each Settlor each year (after taking account of all adjustments or reductions hereunder) shall be reduced by an amount equal to the product of the amount of such Governmental Obligation paid in connection with Cigarettes manufactured by the Settlor (or tobacco or tobacco products used by the Settlor to manufacture Cigarettes) for the same year multiplied by the ratio of the Grower Governmental Obligation divided by the amount of the Governmental Obligation, which reduction amount may be carried forward to subsequent years as necessary to ensure full credit to the Settlor. If the Governmental Obligation results from a law or regulation or other governmental provision adopted by a Grower State, or by a political subdivision within such Grower State, the amount that a Settlor may reduce its payment to the Trust in any one year shall not exceed the product of the amount the Settlor otherwise would have paid to the Trust in that year in the absence of the Tax Offset Adjustment multiplied by the allocation percentage for the pertinent Grower State set forth in Section 1.03. The Settlor may reduce its annual payment by a reasonable estimate of any such reduction and adjust its payment after the actual amount is finally determined.\nThe parties propose alternative ways of reading this provision. Settlors maintain the initial language on pages A-5 to A-6 establishes when a Tax Offset Adjustment occurs; they consider page A-7 merely an explanation of the method employed to calculate the adjustment. Settlors contend a change in law imposing a financial obligation on them for tobacco farmers\u2019 benefit triggers a Tax Offset Adjustment, regardless of when the obligation is actually paid. The trial court adopted this view.\nThe Trustee asserts pages A-5 to A-6 define the terms \u201cGovernmental Obligation\u201d and \u201cGrower Governmental Obligation,\u201d while page A-7 controls when and how a Tax Offset Adjustment applies. The Trustee argues the Tax Offset Adjustment provision requires a \u201ccascade of events\u201d before an adjustment is warranted and that these events include 1) a change in the law leading to an assessment against Settlors, 2) payment of the assessment by Settlors, and 3) the use of the assessment to aid tobacco farmers.\nAs noted above, we look first to the plain language of the Tax Offset Adjustment provision to discern the intent of the parties. Settlors concede the Trust Agreement is a \u201cdetailed and precisely drafted instrument reflecting the agreement reached in 1999 by the [parties,]\u201d and they consider the Tax Offset Adjustment provision \u201c[t]he most detailed provision in Schedule A.\u201d Given the degree of lawyerly scrutiny each word of the Trust Agreement doubtless underwent, we are not inclined to interpret the terms of Schedule A in a fashion that deviates from the meaning commonly ascribed to them.\nWe believe the Trustee\u2019s proposed construction accords with the ordinary meaning of the terms of the Trust Agreement. A closer look at the language on page A-7 of Schedule A confirms this.\nIn the event of such a Governmental Obligation, the amount otherwise required to be paid by each Settlor each year . . . shall be reduced by an amount equal to the product of the amount of such Governmental Obligation paid in connection with Cigarettes manufactured by the Settlor . . . for the same year multiplied by the ratio of the Grower Governmental Obligation, which reduction amount may be carried forward to subsequent years as necessary to ensure full credit to the Settlor.\n(Emphasis added.)\nWe construe this language to mean a Tax Offset Adjustment occurs when Settlors have actually paid a Governmental Obligation. The parties\u2019 inclusion of \u201cto be paid\u201d in the same sentence as \u201cpaid\u201d illustrates their ability to navigate the nuances of language. If the parties had not intended to make payment of a Governmental Obligation a prerequisite for a Tax Offset Adjustment, they could have readily declared this intention by replacing \u201cpaid\u201d with \u201cto be paid\u201d or similar wording. Their deliberate selection of \u201cpaid\u201d demonstrates their desire to allow Tax Offset Adjustments only during calendar years in which Governmental Obligations have actually been satisfied.\nSettlors argue the inclusion of the phrase \u201cin connection with Cigarettes manufactured by the Settlor\u201d after \u201cpaid\u201d and before \u201cfor the same year\u201d suggests \u201cpaid\u201d was not intended as a temporal precondition for a Tax Offset Adjustment. The trial court agreed. 2004 WL 2966013 at *26 (Th[e] phrase [\u201cin connection with\u201d] indicates that the reference is to the obligation, not a temporal precondition.\u201d) Since FETRA\u2019s initial assessment relies on cigarette manufacturing data from 2004 (was imposed \u201cin connection with\u201d cigarettes manufactured in 2004), Settlors contend the Act entitled them to a Tax Offset Adjustment for 2004.\nWe disagree. It appears to us that \u201cin connection with Cigarettes manufactured by the Settlor\u201d represents the parties\u2019 wish to limit those payments that may serve as the basis for a Tax Offset Adjustment. The phrase was inserted to ensure Settlors do not receive offsets for assessments not directly tied to cigarette production. In other words, \u201cfor the same year\u201d and \u201cin connection with\u201d both modify \u201cpaid;\u201d the former indicates when an obligation must be satisfied, while the latter describes the obligation itself.\nHaving adopted Settlors\u2019 approach, the trial court focused on the initial portion of the Tax Offset Adjustment provision.\nExcept as expressly provided below, the amounts to be paid by the Settlors in each of the years 1999 through and including 2010 shall ... be reduced upon the occurrence of any change in a law ... that leads to a new .. .financial obligation of any kind . . . imposed by any governmental authority (\u201cGovernmental Obligation\u201d) that is based on . . . Cigarettes ... or. that is imposed on the Settlors, to the extent that all or any portion of such Governmental Obligation is used [to benefit tobacco farmers].\nTrust Agreement at A-5 to A-6 (emphasis added).\nRelying on this language, the court accepted Settlors\u2019 claim that a Tax Offset Adjustment is triggered whenever a change in law includes a financial obligation on Settlors earmarked to aid tobacco farmers. The qualifying change of law is itself the condition precedent to an offset.\nThis interpretation does not give full effect to the ordinary meaning of several words in the passage. As written, pages A-5 to A-6 seem to authorize a Tax Offset Adjustment only once an assessment against Settlors \u201cis used\u201d to aid tobacco farmers. See also Trust Agreement at A-6 (defining Grower Governmental Obligation as the \u201camount of the Governmental Obligation used [to benefit tobacco farmers]\u201d). Had the parties intended a qualifying change of law to be the only triggering event for a Tax Offset Adjustment, they could have easily indicated this by substituting \u201cwill lead to\u201d for \u201cleads to\u201d and \u201cwill be used\u201d for \u201cis used.\u201d\nFurthermore, we very much doubt the trial court\u2019s construction of the wording on pages A-5 to A-6 reflects the original understanding of the parties. The court would allow a Tax Offset Adjustment even if the government never collects the assessments due under a qualifying change of law and hence never spends them for the benefit of tobacco farmers. Under those circumstances, tobacco farmers would receive reduced distributions (or no distributions) from the Phase II Trust and nothing from the government. The negative financial implications of this scenario for tobacco farmers are obvious. In short, pages A-5 to A-6 do not persuade us the parties intended a qualifying change of law to be the sole prerequisite for a Tax Offset Adjustment.\nThe trial court relied partly on the \u201cReasonable Estimate\u201d provision found on page A-7 of the Trust Agreement when it held in Settlors\u2019 favor:\nThe Settlor may reduce its annual payment by a reasonable estimate of [a] reduction [for an expected Tax Offset Adjustment] and adjust its payment after the actual amount is finally determined.\nWe do not read this sentence to authorize Tax Offset Adjustments during years in which Governmental Obligations are not actually paid. Rather, we believe it indicates the parties\u2019 awareness that a Governmental Obligation could come due in a given year after Settlors had already made one or more of their quarterly payments. The Reasonable Estimate provision would allow Settlors to allocate an anticipated Tax Offset Adjustment across remaining quarterly payments even though the Governmental Obligation would not be paid until sometime later in the calendar year. This flexibility was particularly important before Amendment One, when refunds to Settlors were prohibited even in cases of overpayment.\nOur interpretation of the Tax Offset Adjustment provision is confirmed when considered \u2014 as it must be \u2014 in the context of the entire Trust Agreement. See Jones, 222 N.C. at 413-14, 23 S.E.2d at 305. To begin with, permitting Tax Offset Adjustments absent the actual payment of a Governmental Obligation seems at odds with other language in Schedule A. At the beginning of Schedule A, the parties agreed that \u201c[a] Tax Offset Adjustment . . . may be allocated in full to the first payment due after the Adjustment is applied (and to subsequent payments as necessary to ensure full credit).\u201d Trust Agreement at A-l. We fail to see how a Tax Offset Adjustment can be applied \u201cin full\u201d before the exact amount of the Governmental Obligation is known. Such knowledge comes only from receipt of an actual bill for payment. That Settlors received no FETRA assessments last year suggests they did not rate a Tax Offset Adjustment for their final 2004 payment.\nMoreover, the annual payment scheme of the Trust indicates the parties\u2019 intent to limit Tax Offset Adjustments to years in which assessments are made. We have already noted that Settlors make their Annual Payment to the Trust in quarterly installments. Under Schedule A, the Independent Accountant calculates the amount of each quarterly installment and communicates this information to Settlors at least thirty days prior to the due-date. Trust Agreement at A-14. The Independent Accountant\u2019s statement must include estimates of any remaining quarterly payments for the year. Id. It is only with the fourth and final installment that Settlors\u2019 liability for the calendar year is definitively established. See Trust Agreement at A-15. Permitting Tax Offset Adjustments when assessments have not been levied would render it impossible to do more than estimate Settlors\u2019 annual obligation to the Phase II Trust.\nThe annual accounting requirements of the Trust Agreement also favor demanding actual assessments before Settlors may claim Tax Offset Adjustments. Paragraph 2.09 directs the Trustee to prepare an annual account of its transactions. The \u201cTrust account\u201d comprises, inter alia, a record of funds received and distributed and the amount of Settlors\u2019 payments during the period. Id. Paragraph 2.10 obliges the Trustee to submit its accounts and the Trust\u2019s books to an annual independent audit. Allowing Tax Offset Adjustments during years in which no assessments occur undermines this regime because it prevents the Trustee or the Independent Accountant from being able to determine precisely what the amount of Settlors\u2019 Annual Payments should have been.\nCertainly the most compelling reason for rejecting the trial court\u2019s holding is that, taken to its logical extreme, it could defeat the express purpose of the Phase II Trust. As previously explained, the Trust was crafted to protect tobacco farmers from economic harm caused by the MSA. The Trust achieved this goal through annual distributions to the beneficiaries. These distributions were scheduled to furnish tobacco farmers a steady stream of supplemental income until at least 2010.\nThe trial court would give Settlors a Tax Offset Adjustment for 2004 regardless of when FETRA assessments are actually paid. Thus, had FETRA assessments been delayed until 2010, tobacco farmers would have been forced to endure the adverse economic consequences of the MSA for six years without the regular financial support the Phase II Trust was designed to supply. The court admitted this outcome was possible under its construction of the Trust Agreement but remained unmoved. 2004 WL 2966013 at *25 (\u201c[The Trustee and Certification Entities] argue it would not be fair to interpret the agreement in such a way that a statute which did not require any payment under a buyout for years would relieve the Tobacco Companies of their current annual payment obligations under the Trust. Obviously they are correct.\u201d) Instead, the court emphasized \u201cit is equally true that the agreement should not be interpreted in a way that would require annual payments through the end of the trust period even though Congress passed buyout legislation now requiring a payout larger than the Trust obligations commencing in 2011.\u201d Id.\nOf course, Settlors entered into the Trust Agreement knowing a tobacco buyout program might not materialize until long after their obligation to the Trust had been discharged. (As the trial court pointed out, seven years of failed buyout proposals preceded FETRA. 2004 WL 2966013 at *9.) Settlors apparently decided the legal protections of the MSA and the Trust Agreement outweighed the risk of having to fund both the Trust and a buyout program in succession. On the other hand, the Grower States entered into the Trust Agreement to obtain a regular source of supplemental income for tobacco farmers hurt by the economic repercussions of the MSA. Interpreting the Trust Agreement in a manner that could leave those individuals without this extra income for years runs squarely counter to the express purpose of the Trust.\nFinally, we note the trial court\u2019s admirable attempt to discern legislative intent from the scant legislative record. We cannot agree, however, with its conclusion. The court held that Congress made FETRA effective in 2004 to save Settlors from their 2004 Phase II Annual Payment. Good reason exists to doubt this conclusion. First, the court assumed Congress construed the Tax Offset Adjustment provision in the same way as the court, that is, the mere enactment of a law imposing some future obligation tied to 2004 cigarette manufacturing would be sufficient to trigger a Tax Offset Adjustment for 2004. Given our holding, we do not think Congress necessarily viewed the provision in such a light.\nSecond, it is not at all apparent that Congress intended FETRA to become effective upon enactment. Generally, a law takes effect on the date of its enactment \u201cabsent [] clear direction by Congress to the contrary.\u201d Gozlon-Peretz v. United States, 498 U.S. 395, 404, 112 L. Ed. 2d 919, 930 (1991). Yet Congress went to the trouble of inserting an \u201cEffective Date\u201d section in FETRA. Section 643 of the Act states: \u201cThis title and the amendments made by this title shall apply to the 2005 and subsequent crops of each kind of tobacco.\u201d One could plausibly argue section 643 was drafted to prevent a Tax Offset Adjustment in 2004. True, the FETRA conference report stipulates that \u201cthe conference agreement is effective on the date of enactment.\u201d H.R. Rep. No. 108-755, at 218 (2004) (Conf. Rep.). The best evidence of legislative intent is not conference reports, however, but statutes. United States v. Gonzales, 520 U.S. 1, 4, 137 L. Ed. 2d 132, 138 (1997) (noting judicial analysis of a statute always begins with \u201cthe statutory text\u201d); Knicklebine v. Pensacola, 1988 U.S. Dist. LEXIS 18473 (\u201cThe most persuasive indicator of legislative intent, and the place of first resort, is the language of the statute.\u201d) On balance, we do not perceive in FETRA a congressional desire to give Settlors a Tax Offset Adjustment for 2004. Had it wished, Congress could have signaled such intent by explicitly directing the Secretary of Agriculture to collect the first FETRA assessment before 31 December 2004. It chose not to do so.\nRecent federal regulations suggest the Secretary disagrees at least partially with the trial court\u2019s construction of FETRA. The trial court reasoned the Secretary could require payment of the initial FETRA assessment in December 2004, in which case \u201cAmendment One ... would control.\u201d 2004 WL 2966013 at *13. The U.S. Department of Agriculture\u2019s final rule on Tobacco Transition Assessments interprets FETRA\u2019s \u201ccontradictory\u201d provisions to mean Congress intended the first FETRA assessment to be due on 31 March 2005. Tobacco Transition Assessments, 70 Fed. Reg. at 7009. A close reading of sections 625(b)(1) and 625(d)(3)(A) of the Act supports the Secretary\u2019s interpretation. Section 625(b)(1) calls for the imposition of quarterly assessments during fiscal years 2005 to 2014, but section 625(d)(3)(A) unambiguously directs collection of those assessments at the end of each calendar year quarter. Assuming the Secretary is correct, it is even less likely FETRA was a \u201cchange in[] law\u201d for 2004 within the meaning of Schedule A.\nThe trial court was assuredly correct when it concluded the Tax Offset Adjustment provision was written to keep Settlors from having to fund two payment streams to the same tobacco farmers at the same time. Our decision does nothing to thwart this intent. Rather, we hold that Settlors must actually assume the burden of FETRA before being relieved of their obligations to the Phase II Trust. In so doing, we adhere to the plain language of the Tax Offset Adjustment provision and the express purpose of the Trust.\nIII. DISPOSITION\nThe trial court erroneously held the enactment of FETRA entitled Settlors to a Tax Offset Adjustment for 2004. The decision of that court is therefore reversed, and this case is hereby remanded for additional proceedings not inconsistent with this opinion.\nREVERSED AND REMANDED.\nJustice WAINWRIGHT did not participate in the consideration or decision of this case.\n. The other four states, Florida, Minnesota, Mississippi, and Texas, concluded separate settlement agreements with Settlors before execution of the MSA, although Florida is part of the National Tobacco Settlement Trust because of its status as a Grower State.\n. The MSA also required Settlors to fund and conduct anti-smoking campaigns designed to reduce and discourage smoking by youth, further reducing tobacco consumption.\n. There are approximately 80,000 tobacco growers and over 300,000 tobacco quota holders.\n. The Grower States are Alabama, Florida, Georgia, Indiana, Kentucky, Maryland, Missouri, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, and West Virginia.\n. \u201cEach Settlor has entered into this Trust Agreement solely to satisfy the Grower State Obligation.\u201d Trust Agreement at \u00b64.03. Under the Trust, a Grower State must show it has achieved \u201cState-Specific Finality\u201d before its tobacco farmers may receive distributions from the Phase II Trust. Id. at \u00b61.02. The MSA defines State-Specific Finality as the end of legal proceedings against Settlors and a dismissal with prejudice of the state\u2019s claims. Master Settlement Agreement at 11-12.\n. Quite understandably, Settlors also negotiated with an eye toward potential tax deductions. See Trust Agreement at \u00b64.06 (\u201cThe Trust ... is intended ... to be a qualified settlement fund for federal tax purposes as described in Treas. Reg. \u00a7 1.468B-1. The Trustee shall comply with all requirements applicable to qualified settlement funds ... [and] any comparable provisions of state or local tax laws[.])\u201d\n. The portion of the assessment for which a particular Settlor is liable depends upon that Settlor\u2019s \u201cRelative Market Share\u201d of cigarettes. Id. at A-3.\n. Schedule A establishes the following base payments for calendar years 1999 to 2010.\n1999 \u2014 $380,000,000\n2000 \u2014 $280,000,000\n2001 \u2014 $400,000,000\n2002 \u2014 $500,000,000\n2003 \u2014 $500,000,000\n2004 \u2014 $500,000,000\n2005 \u2014 $500,000,000\n2006 \u2014 $500,000,000\n2007 \u2014 $500,000,000\n2008 \u2014 $500,000,000\n2009 \u2014 $295,000,000\n2010 \u2014 1295,000,000\n. The Tax Offset Adjustment for any given year is calculated by multiplying the amount of Governmental Obligation paid times the ratio of the Grower Governmental Obligation (the amount of Governmental Obligation used to benefit tobacco farmers) divided by the amount of the Governmental Obligation. Id. at A-5 to A-7.\n. Refunds are available only prior to distribution. Trust funds may not be recovered once disbursed to tobacco farmers.\nThe refund provision of Amendment One sets forth the following instructions for calculating whether a refund is due Settlors:\nA Settlor that has become entitled to a Tax Offset Adjustment under this Schedule A by reason of a Governmental Obligation shall make reasonable estimates of (x) the aggregate amount of Tax Offset Adjustments attributable to that Governmental Obligation to which it expects to become entitled from the year in which the Tax Offset Adjustment is first effective through 2010, (y) the Settlor\u2019s share of the remaining Annual Payment to be made in the year in which the Tax Offset Adjustment first becomes effective, and (z) the Settlor\u2019s share of all remaining Annual Payments for all years subsequent to the year in which the Tax Offset Adjustment first becomes effective. If the Settlor reasonably estimates that clause (x) ... exceeds the sum of clauses (y) and (z), then such Settlor shall be entitled to a refund, up to the amount of that excess, of its share of the Annual Payment it made during the calendar year in which the Tax Offset Adjustment first became effective ....\nAmendment One at 2-3.\n. The Trust Agreement vests the Superior Court of Wake County with jurisdiction over disputes arising from the Phase II Trust. Trust Agreement at \u00b6\u00b64.14-4.15.\n. For brevity\u2019s sake, this opinion will refer to petitioners as \u201cthe Trustee.\u201d\n. Another \u201cfundamental\u201d rule of contract interpretation is that a written contract is construed against the party who drafted it. See, e.g., Chavis v. S. Life Ins. Co., 318 N.C. 259, 262, 347 S.E.2d 425, 427 (1986). In this case, the Trust Agreement expressly states that neither party shall be considered the drafter, making the rule inapplicable.\n. It seems to us the language on page A-7 is a temporal precondition of some sort. The Trustee makes payment of a Governmental Obligation the condition precedent for a Tax Offset Acjjustment. The trial court requires a financial obligation for cigarettes manufactured during the year in which the Tax Offset Adjustment is claimed. Thus, under the trial court\u2019s interpretation, had the first FETRA assessment been based on 2005 cigarette manufacturing data, Settlors would not have rated a Tax Offset Adjustment for 2004.", "type": "majority", "author": "NEWBY, Justice." } ], "attorneys": [ "Ellis & Winters LLP, by Richard W. Ellis and Thomas D. Blue, Jr., for petitioner-appellants JPMorgan Chase Bank, N.A., as Trustee, and the North Carolina Phase II Tobacco Certification Entity, Inc.", "Brooks, Pierce, McLendon, Humphrey & Leonard, LLP, by Jim W. Phillips, Jr., for respondent-appellees Philip Morris USA Inc., R.J. Reynolds Tobacco Company, and Lorillard Tobacco Company; and Smith Moore LLP, by Larry B. Sitton, Gregory G. Holland, and Angela L. Little, for respondent-appellee Philip Morris USA Inc.", "Shanahan Law Group, by Rieran J. Shanahan and Reef C. Ivey, II, for North Carolina Phase II Beneficiaries, amici curiae.", "H. Julian Philpott, Jr., General Counsel, and Stephen A. Woodson, Associate General Counsel, North Carolina Farm Bureau Federation, Inc., for North Carolina Farm Bureau Federation, Inc., American Farm Bureau Federation, Florida Farm Bureau Federation, Georgia Farm Bureau Federation, Kentucky Farm Bureau Federation, Maryland Farm Bureau, Inc., Missouri Farm Bureau Federation, Ohio Farm Bureau Federation, South Carolina Farm Bureau Federation, Virginia Farm Bureau Federation, Tennessee Farm Bureau Federation, and Indiana Farm Bureau Federation, amici curiae." ], "corrections": "", "head_matter": "STATE OF NORTH CAROLINA v. PHILIP MORRIS USA INC., f/k/a PHILIP MORRIS INCORPORATED; R.J. REYNOLDS TOBACCO COMPANY, individually and as successor to R.J. REYNOLDS TOBACCO COMPANY and BROWN & WILLIAMSON TOBACCO CORPORATION; and LORILLARD TOBACCO COMPANY\nNo. 2PA05\n(Filed 19 August 2005)\nContracts; Taxation\u2014 Fair and Equitable Tobacco Reform Act of 2004 \u2014 tax offset adjustment\nThe trial court erred by holding that enactment of the Fair and Equitable Tobacco Reform Act of 2004 (FETRA) entitled defendant tobacco companies to a tax offset adjustment for 2004 that relieved them of their obligations under the National Tobacco Grower Settlement Trust for 2004, because: (1) the pertinent tax offset provision in Schedule A of the trust agreement provides that a tax offset adjustment occurs when defendants have actually paid a governmental obligation; (2) the agreement authorizes a tax offset adjustment only once an assessment against defendants is used to aid tobacco farmers, and tobacco farmers received neither trust distributions nor FETRA payments in calendar year 2004; (3) pages A-5 to A-6 of the trust do not show that the parties intended a qualifying change of law to be the sole prerequisite for a tax offset adjustment; (4) the annual payment scheme of the trust indicates the parties\u2019 intent to limit tax offset adjustments to years in which assessments are made, and the U.S; Secretary of Agriculture made no FETRA assessments during calendar year 2004; (5) there was no congressional desire expressed in FETRA to give defendants a tax offset adjustment for 2004, and Congress could have, but did not, signal such intent by explicitly directing the Secretary of Agriculture to collect the first FETRA assessment before 31 December 2004; (6) the Secretary of Agriculture interpreted FETRA to mean that Congress intended the first FETRA assessment to be due on 31 March 2005; and (7) defendants must actually assume the burden of FETRA before being relieved of their obligations to the Phase II trust.\nJustice Wainwright did not participate in the consideration or decision of this case.\nOn discretionary review pursuant to N.C.G.S. \u00a7 7A-31, prior to a determination by the Court of Appeals, of an order and opinion entered on 23 December 2004 by Judge Ben F. Tennille in Superior Court, Wake County. Heard in the Supreme Court 16 May 2005.\nEllis & Winters LLP, by Richard W. Ellis and Thomas D. Blue, Jr., for petitioner-appellants JPMorgan Chase Bank, N.A., as Trustee, and the North Carolina Phase II Tobacco Certification Entity, Inc.\nBrooks, Pierce, McLendon, Humphrey & Leonard, LLP, by Jim W. Phillips, Jr., for respondent-appellees Philip Morris USA Inc., R.J. Reynolds Tobacco Company, and Lorillard Tobacco Company; and Smith Moore LLP, by Larry B. Sitton, Gregory G. Holland, and Angela L. Little, for respondent-appellee Philip Morris USA Inc.\nShanahan Law Group, by Rieran J. Shanahan and Reef C. Ivey, II, for North Carolina Phase II Beneficiaries, amici curiae.\nH. Julian Philpott, Jr., General Counsel, and Stephen A. Woodson, Associate General Counsel, North Carolina Farm Bureau Federation, Inc., for North Carolina Farm Bureau Federation, Inc., American Farm Bureau Federation, Florida Farm Bureau Federation, Georgia Farm Bureau Federation, Kentucky Farm Bureau Federation, Maryland Farm Bureau, Inc., Missouri Farm Bureau Federation, Ohio Farm Bureau Federation, South Carolina Farm Bureau Federation, Virginia Farm Bureau Federation, Tennessee Farm Bureau Federation, and Indiana Farm Bureau Federation, amici curiae.\n. This group consists of twenty-three named individuals, all of whom are North Carolina tobacco growers and members of the North Carolina Tobacco Growers Association, an advocacy group representing the interests of approximately 3000 tobacco growers and quota holders in this State." }, "file_name": "0763-01", "first_page_order": 801, "last_page_order": 820 }