SUPREME COURT OF ARKANSAS 

ARTEE WILLIAMS, DIRECTOR OF THE 
ARKANSAS EMPLOYMENT SECURITY 
DEPARTMENT, 
APPELLANT, 
VS. 
WAYNE FARMS, LLC, 
APPELLEE, 

This is a case involving the transfer of a predecessor employing unit’s experience 
rating to a successor employing unit under the Arkansas Employment Security Law, codified 
at Ark. Code Ann. §§ 11-10-101 through 11-10-902 (Repl. 2002 & Supp. 2005). More 
specifically, the issue on appeal involves the interpretation of Ark. Code Ann. §§ 11-10-710 
and 11-10-719. We affirm the judgment of the circuit court in part and reverse and remand 
in part. 

Appellant Artee Williams is the director of the Arkansas Employment Security 
Department (AESD), a state agency which, among its other responsibilities, is charged with 
collecting unemployment contributions by employers within this state. Appellee Wayne 
Farms, LLC (Wayne Farms), is a single member limited liability company organized under 
the laws of Delaware and registered to do business in Arkansas since April 5, 2000. The
single owner of Wayne Farms is ContiGroup Companies, Inc. (ContiGroup), a Delaware 
corporation registered to do business in Arkansas since May 26, 1960. 

On or about May 3, 2000, ContiGroup transferred all of its right, title, and interest in 
the assets of ContiGroup’s poultry operations to Wayne Farms and effective July 1, 2000, all 
Arkansas employees of ContiGroup became employees of Wayne Farms. The transfer 
included all of the places of business, all of the assets, and all of the employees of 
ContiGroup located in Arkansas. Prior to the transfer, Wayne Farms was not an employer 
in Arkansas and ContiGroup had paid all contributions to AESD which were due. After the 
transfer, Wayne Farms continued ContiGroup’s business in Arkansas with no interruption 
from prior business activities. For the calendar year 2000, ContiGroup had been assigned 
an experience rating (or tax rate) of 0.70% by AESD. 

On or about May 23, 2000, Barbara Mistarz, assistant secretary of ContiGroup and 
vice-president and general counsel of Wayne Farms, filed a Form 201 status report with 
AESD. One question on the form was “What portion of the business was acquired?”, 
followed by an instruction to check one of two possible answers: “all” or “part (specify 
percentage) ___.” The box labeled “part” was checked but no percentage was specified. 
Both AESD and Wayne Farms have stipulated that the box marked “all” should have been 
checked because all of ContiGroup’s business in Arkansas had been acquired by Wayne 
Farms. The form also asked if the business in Arkansas was acquired from another legal 
entity. The response to that question was “ContiGroup Companies, Inc.” AESD received
the May 23 status report on May 30, 2000, and based on the responses given in that report, 
the agency concluded that the status report was filed by the successor company, Wayne 
Farms. 

AESD stipulated that its policy is to give a successor employer the same experience 
rating as the predecessor employer, whether the sale of the business was for all or part of the 
assets. Nonetheless, the complete or partial transfer of experience may affect the experience 
rating of the predecessor employer. The agency therefore strives to ensure that both the 
successor and predecessor employers agree that the transfer is proper. 

On June 29, 2000, AESD sent ContiGroup a letter requesting that it submit a form 
(Form 236) to confirm the change in ownership reported on the status report. The letter, 
which was sent by regular mail stated, in part, “If you do not respond within two weeks of 
the date of this letter, our office will complete the requested documents and process them 
with the best information available.” Upon receiving no response from ContiGroup, AESD 
concluded that there would be no transfer of experience rating and, in a July 21, 2000 letter, 
notified Wayne Farms that it would receive an experience rating of 2.9% plus the appropriate 
stabilization rating of 3.3%. AESD does not dispute that ContiGroup’s more favorable 
experience rating would have been transferred to Wayne Farms had a Form 236 been 
submitted. 

Also on July 21, 2000, AESD sent Wayne Farms a Corrected 2000 Experience Rating 
Notice. The notice disclosed a thirty-day protest period, ending on August 20, 2000.

Subsequent annual-experience-rating notices for the years 2001, 2002, and 2003 were sent 
to Wayne Farms on December 31, 2000, December 20, 2001, and December 19, 2002, 
respectively. Each notice advised Wayne Farms of the thirty-day deadline to protest the 
experience rating. Wayne Farms did not protest any of the notices and paid the 
unemployment contributions at the rate assigned to it by AESD. Meanwhile, on October 1, 
2001, ContiGroup sent AESD a letter stating that as of July 1, 2000, it had no employees in 
Arkansas. 

On November 6, 2003, Richard Ferrari of Ernst & Young, representing both 
ContiGroup and Wayne Farms, sent AESD a letter via fax stating “we believe Wayne Farms 
has incurred an artificial increase in its historical state unemployment tax liability resulting 
from the new employer tax rate assignment.” That same day, November 6, 2003, AESD sent 
Ferrari a letter stating that ContiGroup’s account was terminated effective July 1, 2000. It 
also stated that the account for Wayne Farms was established effective the same day and 
there was no indication that Wayne Farms was a continuation of another business. 
Additionally, the letter explained that AESD determined from the information provided that 
an account for Wayne Farms should be established as a new account, and a new employer 
rate was assigned. Ultimately, AESD concluded that Ark. Code Ann. § 11-10- 
710(d)(2)(A)(Supp. 2005) only permitted the agency to make a re-determination within one 
year of the original determination. Consequently, AESD would not be able to transfer the 
experience rating of ContiGroup to Wayne Farms retroactive to July 1, 2000. In sum, based
on the status report filed by Wayne Farms and the lack of a Form 236 filing by ContiGroup, 
AESD declined to transfer ContiGroup’s experience rating to Wayne Farms. The parties 
nonetheless agree that if AESD had transferred ContiGroup’s experience rating as of July 1, 
2000, Wayne Farms would have paid $1,166,291 less in unemployment contributions through 
the end of 2004. For the year 2005, AESD assigned Wayne Farms a minimum tax rate of 
0.9% due to its favorable unemployment experience for the years 2000 through 2004. 
AESD’s determination by letter dated November 6, 2003, also advised Wayne Farms 
of its right to “appeal this determination to [Circuit] Court as provided for in A.C.A. 11-10- 
710(d)(3).” Wayne Farms timely appealed the November 6, 2003 determination by filing a 
petition in Yell County Circuit Court on November 25, 2003. AESD responded, arguing that 
its determination was made pursuant to Ark. Code Ann. § 11-10-702 (Repl. 2002), not Ark. 
Code Ann. § 11-10-710(a) or (b)(Supp. 2005). In the alternative, AESD asserted that if § 11- 
10-710 was applicable, the refund of contributions is a matter left to the discretion of the 
agency’s director under Ark. Code Ann. § 11-10-719 (Repl. 2002). 

The circuit court ruled that Ark. Code Ann. § 11-10-710(a) or (b) applied and that 
ContiGroup’s employment experience rating of 0.70% for the years 2000, 2001, 2002, and 
2003 should have been transferred to Wayne Farms. The court additionally found that as the 
predecessor employer, ContiGroup did not receive notice of AESD’s determination until 
November 2003. Finally, the court ruled that Wayne Farms be awarded judgment against 
AESD in the amount of $1,166,291. From that judgment, AESD now appeals. 

This court reviews issues of statutory construction under a de novo standard. 
Cooper 

Clinic v. Barnes, – S.W. 3d – , 2006 WL 1644635 (Ark. June 15, 2006). As it is for the 
appellate court to decide what a statute means, the court is not bound by the trial court’s 
determination of the statute’s meaning. Id. However, in the absence of a showing that 
the trial court erred, the interpretation of the statute will be accepted as correct on appeal. 
Middleton v. Lockhart, 344 Ark. 572, 43 S.W.3d 113 (2001). 

In bench trials, the standard of review on appeal is not whether there is substantial 
evidence to support the finding of the court, but whether the judge’s findings were clearly 
erroneous or clearly against the preponderance of the evidence. Taylor v. Hinkle, 360 
Ark. 121, – S.W.3d – , 2004 WL 2904681 (2004). A finding is clearly erroneous when, 
although there is evidence to support it, the reviewing court on the entire evidence is left 
with a firm conviction that an error has been committed. Id. Facts in dispute and 
determinations of credibility are within the province of the fact-finder. Id. 

In its first two points on appeal, AESD challenges the applicability of Ark. Code 
Ann. § 11-10-710(a) and (b) to the transfer of ContiGroup’s experience rating to Wayne 
Farms. Section 11-10-710(a) and (b), which governs the transfer of an employing unit’s 
experience rating, provides: 

(a)(1) Any employing unit which acquires the organization, trade, and all of 
the places of business and substantially all of the assets of any employer, 
excepting, in any such case, any assets retained by the employer incident to 
the liquidation of the employer’s obligations, whether or not the acquiring
employing unit was an employment unit within the meaning of § 11-10-208 
prior to the acquisition, and which continues the organization, trade, or 
business as indicated by retaining the predecessor’s three-digit, North 
American Industry Classification Code, shall assume for the purpose of 
determining the contribution rate of the employing unit after the 
acquisition, the position of the employer with respect to the employer’s 
separate account, actual contributions, and regular benefit experience, 
annual payrolls, liability for current or delinquent contributions, interest, 
and penalty, and otherwise as if no change with respect to the separate 
account, actual experience, and payrolls or the position of the employer 
otherwise had occurred and with the same effect for the purpose as if the 
operations of the employer had at all times been carried on by the 
employing unit. 

(2) The separate account shall be transferred by the Director of the 
Department of Workforce Services to the employing unit and, as of the date 
of the acquisition, shall become the separate account or part of the separate 
account, as the case may be, of the employing unit, and the regular benefits 
thereafter chargeable to the employer on account of employment prior to the 
date of the acquisition shall be charged to the separate account. 
(b)(1) However, notwithstanding any other provision of this chapter, if any 
individual, legal entity, or other employing unit acquires a segregable and 
identifiable portion of the business of any employer, whether the acquisition 
is the result of reorganization, purchase, inheritance, receivership, or for any 
other cause, and if the successor desires to obtain any benefit of the 
predecessor’s experience, the successor must file with the director a 
petition, signed by all interested parties, within thirty (30) days after the 
transfer setting out the percentage of the predecessor’s experience that 
should be transferred to the successor’s account of the actual contributions, 
regular benefit experience, annual payrolls, payment of contributions, and 
otherwise as if no change with respect to the segregable and identifiable 
portion of the separate account had occurred with the same effect and the 
purposes as if the operation of the employer had at all times been carried on 
by the predecessor employing unit, and it is found by the director that all 
contributions due by the predecessor employing unit have been paid. 

(2) If the director finds the facts substantially as represented, he or she shall 
transfer from the predecessor to the successor the proportionate share of the 
predecessor’s experience. 

Pursuant to this stipulation, there would be no need to comply with the statutory 1 
requirements for a partial transfer of assets under Ark. Code Ann. § 11-10-710(b) (Supp. 2005). 
Consequently, AESD’s reliance upon our holding in Gill v. Arkansas Employment Security 
Division, 306 Ark. 164, 812 S.W.2d 114 (1991), is misplaced. The requirement in § 11-10- 
710(b) that the successor file a petition “signed by all interested parties” would not apply where 
the acquisition of a business involves a complete transfer of assets. 

Ark. Code Ann. § 11-10-710(a) and (b) (Supp. 2005) (emphasis added). AESD claims 
that because it received no confirmation from the predecessor employer that either a 
partial or complete transfer of assets had occurred, a new employer’s rate was assigned to 
Wayne Farms pursuant to Ark. Code Ann. § 11-10-702 (Repl. 2002). Additionally, 
AESD contends that Wayne Farms failed to substantially comply with the requirements of 
§ 11-10-710(b). Here, there is no dispute that ContiGroup transferred all its right, 
title, and interest in the assets of ContiGroup’s poultry operations in Arkansas to Wayne 
Farms and effective July 1, 2000, all Arkansas employees of ContiGroup became 
employees of Wayne Farms. Indeed, both parties stipulated that “all” should have been 
checked on the status report because all of the business of ContiGroup in Arkansas was 
acquired by Wayne Farms. Furthermore, the report submitted by Wayne Farms to AESD 1 
reflected that ContiGroup’s North American Industry Classification Code would be 
retained by Wayne Farms. It is also undisputed that the report signed by Ms. Mistarz 
indicated that “part” of the business was acquired, although no percentage was specified. 

Based on these undisputed facts, we cannot say that the circuit court erred in concluding 
that “AESD was aware it was dealing with the acquisition of a business which would 
require a determination under A.C.A. 11-10-710(a) or (b).” In other words, the
information disclosed in the status report reflected that either a partial or complete 
transfer of assets had occurred. We therefore affirm the circuit court on the first two 
points on appeal. For is third point on appeal, AESD asserts that it provided 
proper notice of its determination to transfer ContiGroup’s experience rating to Wayne 
Farms. Once again, AESD challenges the applicability of § 11-10-710 based upon its 
decision to assign Wayne Farms a new employer rate under the general provisions of Ark. 
Code Ann. § 11-10-702. Likewise, AESD claims that ContiGroup was put on 
constructive notice of the rate assignment each time that notice was sent to Wayne Farms 
pursuant to Ark. Code Ann. § 11-10-707 (Repl. 2002). 

We have already upheld the circuit court’s ruling that § 11-10-710 was the 
applicable statute for the transfer of ContiGroup’s experience rating to Wayne Farms 
upon its acquisition of all or part of ContiGroup’s business. Section 11-10-710 
specifically sets out the requirements for notice of a determination under subsection (a) or 
(b) of that section: 

(A) The director shall give notice of the determination he or she makes 
under subsection (a) or (b) of this section to the predecessor employer, 
unless the employer has consented to the transfer experience, and to the 
successor employer. 

(B) The notice shall become conclusive and binding upon the employer 
unless, within (20) days after the mailing of the notice or notices thereof to 
the employers’ last known mailing address, one of the employers files an 
application for review and redetermination setting forth the employer’s 
reasons therefor. 

Ark. Code Ann. § 11-10-710(d)(1) (Supp. 2005). The plain language of § 11-10-
710(d)(1) stipulates that notice of the determination under subsection (a) or (b) shall be 
given to the predecessor employer, unless the employer has consented to the transfer of 
experience, and notice shall be given to the successor employer. In the instant case, 
notice of such a determination did not occur until the November 6, 2003 letter from 
AESD to Richard Ferrari of Ernst & Young. In fact, AESD admitted in its answer to 
Wayne Farms’s petition that the November 6, 2003 letter made a determination that 
ContiGroup’s experience rating was not transferable to Wayne Farms. The letter also 
gave notice of the statutory right to appeal AESD’s determination under Ark. Code Ann. 
§ 11-10-710(d)(3) (Supp. 2005). 

AESD nonetheless contends that Wayne Farms was given notice of the experience 
rating assigned to its account by letter dated July 21, 2000. Similar annual experiencerating-
notices were sent to Wayne Farms on December 31, 2000, December 20, 2001, and 
December 19, 2002, with the thirty-day protest deadline shown on each notice. Because 
Wayne Farms did not protest the rates reflected on the annual notices, AESD claims that 
those rates must be deemed conclusive and binding on the employer in accordance with 
Ark. Code Ann. § 11-10-707(c) (Repl. 2002). We disagree. 

The annual notices sent to Wayne Farms were issued pursuant to § 11-10-707(c), 
not § 11-10-710(d)(1); that is, AESD sent notice to the employer of the employer’s rate of 
contribution. Prior to November 2003, the agency never sent notice of a determination 
under § 11-10-710(a) or (b) to both the predecessor employer (ContiGroup) and the
successor employer (Wayne Farms), as specifically required by § 11-10-710(d)(1). The 2 
experience of a predecessor employer may be affected by the transfer of its experience 
rating to a successor employer “unless the [predecessor] employer has consented to the 
transfer of experience.” Ark. Code Ann. § 11-10-710(d)(1)(A). Furthermore, without the 
requisite notice to both employers, a determination under § 11-10-710(a) or (b) does not 
“become conclusive and binding upon the employers . . . .” Ark. Code Ann. § 11-10- 
710(d)(1)(A) and (B). 

While the general provisions of § 11-10-707 do provide for the finality of 
contribution rates assigned to employers, the General Assembly also enacted specific 
provisions for the finality of determinations involving the transfer of an employing unit’s 
experience rating when there is either a partial or complete transfer of assets. See Ark. 
Code Ann. § 11-10-710(d)(1). It is a well-settled principle of law that a general statute 
does not apply when a specific one governs the subject matter. Daimler Chrysler Servs. 
N. Am., LLC v. Weiss, 360 Ark. 188, 200 S.W.3d 405 (2004); Barclay v. First Paris 
Holding Co., 344 Ark. 711, 42 S.W.3d 496 (2001). Consequently, we hold that the 
specific provisions of § 11-10-710(d)(1) govern the subject matter at issue here. 
The circuit court ruled that AESD did not give the required notice of its original 
determination under § 11-10-710 to both the predecessor employer, ContiGroup, and the 
successor employer, Wayne Farms, until November 2003, at which point Wayne Farms
timely appealed that determination by filing a petition in Yell County Circuit Court.3 
Based upon the plain language of the statutory provisions governing the transfer of an 
employing unit’s experience rating and the undisputed and stipulated facts, we affirm the 
circuit court on this point. 

For its final point on appeal, AESD contends that even if Wayne Farms 
erroneously paid contributions, it still is not necessarily entitled to a refund under law or 
in equity. Conversely, Wayne Farms asserts that the contributions were erroneously paid 
and that, under law and equity, it is entitled to a refund. 

Arkansas Code Annotated § 11-10-719 (Repl. 2002) provides in pertinent part: 

(a)(1) If not later than three (3) years after the date of payment of any 
amount as a contribution, interest, or penalty pursuant to this chapter, any 
employer who has made such a payment makes application for an 
adjustment thereof in connection with a subsequent contribution, interest, or 
penalty payment, or for a refund because the adjustment cannot be made, 
and the Director of the Department of Workforce Services determines that 
payment of the contribution, interest, or penalty, or any portion thereof, was 
erroneous, the director may allow the employer to make an adjustment of 
the amount erroneously paid, without interest, in connection with 
subsequent contribution, interest, or penalty payments by the employer. 

(2) If the adjustment cannot be made, the director may refund, without 
interest, from the Unemployment Compensation Fund or from the 
Employment Security Special Fund, as applicable, the amount erroneously 
paid. 

Ark. Code Ann. § 11-10-719 (Repl. 2002) (emphasis added). According to AESD, there
are two constraints on an employer’s receipt of a refund. First, there must have been an 
erroneous payment of taxes. Second, a reading of the statute makes it clear that any 
potential refund is discretionary with AESD’s director. And, based on the Arkansas 
Court of Appeals’ decision in Arkansas Employment Security Division v. Bearden 
Lumber Co., Inc., 5 Ark. App. 71, 632 S.W.2d 438 (1982), AESD maintains that even if 
there were overpayment, Wayne Farms waited too long to seek redress.4 

In view of our prior holdings in this appeal, we need only address the provisions of 
Ark. Code Ann. § 11-10-719 that contemplate either an adjustment or a refund of 
erroneous contribution payments. As a threshold matter, we decline to adopt AESD’s 
suggestion that the discretion accorded to its director in connection with refunds or 
adjustments would include the authority to reject both an adjustment and a refund for 
amounts erroneously paid by an employer. Such a construction would be contrary to 
basic principles of equity, and the General Assembly’s enactment of a specific provision 
for refunds would be rendered meaningless. Furthermore, § 11-10-719 provides the 
employer with a three-year grace period to make the requisite application for an 
adjustment or refund. More importantly, the cardinal rule in construing tax legislation is 
that ambiguity or doubt must be resolved in favor of the taxpayer. Leathers v. Active Realty, 
Inc., 317 Ark. 214, 876 S.W.2d 583 (1994); Pledger v. The Grapevine, Inc., 302 Ark. 18,
786 S.W.2d 825 (1990). 

The circuit court specifically ordered AESD to immediately refund to Wayne 
Farms the sum of $1,166,291.00 which was erroneously paid. Section 11-10-719(a), 
however, states that the director “may allow the employer to make an adjustment of the 
amount erroneously paid, without interest, in connection with subsequent contribution . . . 
payments by the employer,” and “[i]f the adjustment cannot be made,” the director is 
authorized to refund the amount erroneously paid. Thus, the statute clearly provides for 
the adjustment or refund of erroneous payments, but a refund is not permitted unless “an 
adjustment cannot be made.” Ark. Code Ann. § 11-10-719(a)(2). 

The circuit court therefore erred in ordering an immediate refund of the erroneous 
payment of taxes by Wayne Farms. We reverse and remand on this point in order for a 
determination to be made on the issue of whether an adjustment can be made. If an 
adjustment cannot be made, then the circuit court’s directive ordering a refund to Wayne 
Farms should be reinstated. Otherwise, Wayne Farms should be awarded an adjustment 
of the amount erroneously paid in connection with its subsequent contribution payments. 

Affirmed in part; reversed and remanded in part.