A.I.M. Controls, L.L.C., et al. v. CIR
Justia.com Opinion Summary: Petitioners appealed the Tax Court's order dismissing their action against the Government for lack of jurisdiction. At issue on appeal was whether the Tax Court lacked jurisdiction where petitioners failed to file their petition within the Tax Equity and Fiscal Responsibility Act's (TEFRA), 26 U.S.C. 6226(a)-(b), express filing period. Because the court held that section 6226's 150-day limit was jurisdictional, the court had no authority to alter it. The plain language of the statue measured the 150-day filing period from the date the IRS mailed the final partnership administrative adjustments (FPAA) and it did not contemplate tolling. Petitioners filed the present petition 418 days after the FPAA was mailed, - over 250 days late. Therefore, the court affirmed the judgment.
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Case: 11-60044 Document: 00511766812 Page: 1 Date Filed: 02/24/2012 IN THE UNITED STATES COURT OF APPEALS United States Court of Appeals FOR THE FIFTH CIRCUIT Fifth Circuit FILED February 24, 2012 No. 11â€“60044 Lyle W. Cayce Clerk A.I.M. CONTROLS, L.L.C.; RESAM HOLDINGS TRUST; CLIFFORD WILLIAM, trustee, a partner other than the tax matters partner, Petitioners - Appellants v. COMMISSIONER OF INTERNAL REVENUE, Respondent - Appellee Appeal from the Decision of the United States Tax Court Before BARKSDALE, GARZA, and ELROD, Circuit Judges. EMILIO M. GARZA, Circuit Judge: A.I.M. Controls, L.L.C., Resam Holdings Trust, and Clifford William (together, the Petitioners) appeal the Tax Courtâ€™s order dismissing their action against the Commissioner of Internal Revenue (â€œGovernmentâ€) for lack of jurisdiction. We AFFIRM. I Royce and Susan Mitchell formed A.I.M. Controls, L.L.C. (â€œA.I.M. Controlsâ€) in 1998 as a limited liability partnership under Texas law. A.I.M. Controls comprised two partners, RESAM Holdings Trust (â€œRESAMâ€) and A.I.M. Group Trust (â€œA.I.M. Groupâ€), which the Mitchells created to generate an Case: 11-60044 Document: 00511766812 Page: 2 Date Filed: 02/24/2012 No. 11-60044 inheritance for their children. Royce Mitchell acted as A.I.M. Groupâ€™s managing director; Susan Mitchell as RESAMâ€™s. Neither Mitchell served as partner in A.I.M. Controls, A.I.M. Group, or RESAM. The record does not clearly reflect whether A.I.M. Controls designated either A.I.M. Group or RESAM to handle its tax matters.1 After auditing A.I.M. Controls, the Government determined that it was a sham partnership formed to avoid tax liability and issued notices of final partnership administrative adjustments (â€œFPAAsâ€) to A.I.M. Controls and its partners on August 27, 2008. The FPAAsâ€™ effect was to disregard A.I.M. Controls for tax purposes and impose tax liability on its partners. Penalties accrued as well. On November 18, 2008, Royce Mitchell sought from the district court readjustment of his personal tax liability, which purportedly resulted from the FPAAs. But because he failed to deposit his tax liability, as both the FPAAs advised and the statute explicitly requires, see 26 U.S.C. Â§ 6226(e), the district court dismissed Mitchellâ€™s complaint for lack of jurisdiction in September 2009. The district court declined to address whether Mitchell was the proper plaintiff in that suit. See 26 U.S.C. Â§ 6226(a) (allowing the â€œtax matters partnerâ€ to petition for readjustment within ninety days of the FPAAâ€™s issuance). On October 19, 2009, the Petitioners challenged the FPAAs in the United States Tax Court by filing a readjustment petition. The Government moved for dismissal, asserting the petition was untimely under the Tax Equity and Fiscal Responsibility Act (â€œTEFRAâ€). The Petitioners objected that they could not have brought their petition while Royce Mitchell had an active suit and claimed that Congress intended the filing deadline in those instances to be tolled. Agreeing 1 Clifford William, one of the Petitioners, was appointed as RESAMâ€™s trustee in 1998. 2 Case: 11-60044 Document: 00511766812 Page: 3 Date Filed: 02/24/2012 No. 11-60044 with the Government, the Tax Court dismissed for lack of jurisdiction. Petitioners now seek this courtâ€™s review. Their petition for review presents a single issue: whether the Tax Court lacked jurisdiction where the Petitioners failed to file their petition within TEFRAâ€™s express filing period. Jurisdictional questions are questions of law that this court reviews de novo. Estate of Smith v. C.I.R., 429 F.3d 533, 537 (5th Cir. 2005). Federal courts â€œmust raise and decide jurisdictional questions that the parties either overlook or elect not to press.â€ Henderson ex rel. Henderson v. Shinseki, 131 S. Ct. 1197, 1202 (2011). II TEFRA, which forms part of the Internal Revenue Code, instructs: (a) Petition by tax matters partner.â€”Within 90 days after the day on which a notice of a final partnership administrative adjustment is mailed to the tax matters partner, the tax matters partner may file a petition for a readjustment of the partnership items for such taxable year withâ€“ (1) the Tax Court, (2) the district court of the United States for the district in which the partnershipâ€™s principal place of business is located, or (3) the Court of Federal Claims. (b) Petition by partner other than tax matters partner.â€”(1) In general.â€”If the tax matters partner does not file a readjustment petition under subsection (a) with respect to any final partnership administrative adjustment, any notice partner (and any 5-percent group) may, within 60 days after the close of the 90-day period set forth in subsection (a), file a petition for a readjustment of the partnership items for the taxable year with any of the courts described in subsection (a). 26 U.S.C. Â§ 6226(a)â€“(b). 3 Case: 11-60044 Document: 00511766812 Page: 4 Date Filed: 02/24/2012 No. 11-60044 This record reflects that no tax matters partner brought an action under Â§ 6226(a) within ninety days of the FPAAsâ€™ issuance2 and that the Petitioners are â€œpartners other than tax matter partnersâ€ under Â§ 6226(b). As non-tax matters partners, Petitioners were subject to a 150-day period in which to challenge the FPAAs. See id. Â§ 6226(a)â€“(b). The Government asserts that Â§ 6226â€™s time period requires our dismissal; it expired long before the Petitioners sought the Tax Courtâ€™s review. The Petitioners contend that equitable tolling saves their action from dismissal. Whether equitable tolling applies depends on our evaluation of whether this time period, a procedural rule, is jurisdictional. See Henderson, 131 S. Ct. at 1201. 2 If Royce Mitchell were a â€œtax matters partner,â€ we would lack jurisdiction because Â§ 6226(b)â€™s threshold requirementâ€”that a tax matters partner not file a readjustment petition within ninety daysâ€”would not be met, see 26 U.S.C. Â§ 6226(b)(1); Columbia/St. Davidâ€™s Healthcare Sys. LP v. C.I.R., 264 F.3d 1140, at *3 (5th Cir. 2001) (unpublished) (â€œUnder Â§ 6226(b), the Tax Court has jurisdiction over a notice partnerâ€™s petition filed after the ninety-day period for [tax matters partner] filing, only if the [tax matters partner] failed to file within the ninety-day period prescribed in Â§ 6226(a).â€), and Â§ 6226(h) would bar further action challenging the FPAAs. See 26 U.S.C. Â§ 6226(h) (â€œIf an action brought under this section is dismissed . . . , the decision of the court dismissing the action shall be considered as its decision that the notice of final partnership administrative adjustment is correct.â€). Although the district court declined to address whether Royce Mitchell was a tax matters partner, this record shows that Royce Mitchell was not a partner of A.I.M. Controls; by extension, he was not its designated tax matters partner. See 26 C.F.R. 301.6231(a)(7)1(b)(i)â€“(ii) (â€œA person may be designated as the tax matters partner of a partnership for a taxable year only if that person . . . [w]as . . . or [i]s a general partner in the partnership.â€). Royce Mitchell was merely A.I.M. Groupâ€™s managing director. Although the record suggests that A.I.M. Group was A.I.M. Controlâ€™s tax matters partner, the record also shows that Royce Mitchell did not bring the action before the district court as A.I.M. Groupâ€™s managing director or on its behalf. And the Governmentâ€™s briefing before the Tax Court reflects its understanding that Royce Mitchell was not a tax matters partner capable of sustaining an action under Â§ 6226(a). Because Royce Mitchell was not a tax matters partner of A.I.M. Controls, he lacked authority to bring an action under Â§ 6226(a), and Â§ 6226(h)â€™s bar was not triggered by the district courtâ€™s dismissal of his action. See generally Columbia/St. Davidâ€™s, 264 F.3d 1140. Although we must â€œdecide jurisdictional questions that the parties either overlook or elect not to press,â€ Henderson, 131 S. Ct. at 1202, this record does not provide us with a clear basis to confidently dismiss based on the Petitionersâ€™ possible failure to satisfy Â§ 6226(b)â€™s threshold requirement. We are, however, able to dismiss on other jurisdictional grounds. 4 Case: 11-60044 Document: 00511766812 Page: 5 Date Filed: 02/24/2012 No. 11-60044 In Henderson ex. rel Henderson v. Shinseki, 131 S. Ct. 1197, 1202â€“03 (2011), the Supreme Court clarified when procedural rules such as the filing period here shouldâ€”and should notâ€”be considered jurisdictional requirements. Like this dispute, Henderson confronted a missed filing deadline in the appeal of an administrative decision to an Article I tribunal. Id. at 1204. The petitioner had missed a 120-day statutory deadline to appeal the denial of federal benefits to the Veterans Court under the Veteransâ€™ Judicial Review Act. Id. at 1201. The lower courts held that the filing deadline was jurisdictional, but the Supreme Court reversed. In doing so, the Supreme Court revisited whether procedural rules may be considered jurisdictional requirements, joining its â€œrecent cases to bring some discipline to the useâ€ of the jurisdictional label. Id. at 1202; see also Arbaugh v. Y&H Corp., 546 U.S. 500, 515 (2006) (â€œâ€˜Jurisdiction . . . is a word of many, too many, meanings.â€™â€) (quoting Steel Co. v. Citizens for Better Envâ€™t, 523 U.S. 83, 90 (1998)); Reed Elsevier, Inc. v. Muchnick, 130 S. Ct. 1237, 1244 (2010) (â€œOur recent cases evince a marked desire to curtail such â€˜drive-by jurisdictional rulingsâ€™ . . . . [W]e have encouraged federal courts and litigants to â€˜facilitat[e]â€™ clarity by using the term â€˜jurisdictionalâ€™ only when it is apposite.â€). The Supreme Court unanimously held that â€œfiling deadlines . . . are quintessential claim-processing rulesâ€ that â€œshould not be described as jurisdictionalâ€ unless â€œthere is any â€˜clearâ€™ indication that Congress wanted the rule to be â€˜jurisdictional.â€™â€ Henderson, 131 S. Ct. at 1203 (quoting Arbaugh, 546 U.S. at 515). But the high court did not hold that filing deadlines are never jurisdictional. See id. Rather, it carefully distinguished a recent decision which held as jurisdictional filing deadlines for ordinary civil appeals from Article III courts. Id. at 1204â€“06 (discussing Bowles v. Russell, 127 S. Ct. 2360 (2007)). The Supreme Court made clear that the â€œbright line rule for deciding such questionsâ€ turns on clear Congressional intent. See id. at 1203 (â€œWith these 5 Case: 11-60044 Document: 00511766812 Page: 6 Date Filed: 02/24/2012 No. 11-60044 principles in mind, we consider whether Congress clearly prescribed that the deadline for filing a notice of appeal with the Veterans Court should be â€˜jurisdictional.â€™â€). The statute here reflects that Congress intended to make Â§ 6226â€™s time limits jurisdictional; this case is distinguishable from Henderson. First, Â§ 6226â€™s text differs from that in the statute in Henderson: it links the filing deadline to the courtâ€™s jurisdiction. See 26 U.S.C. Â§ 6226(f). Although Petitioners assert otherwise, in the Â§ 6226 subsection entitled â€œScope of judicial review,â€ Congress provided that a â€œcourt with which a petition is filed in accordance with this section shall have jurisdiction to determine all partnership items of the partnership for the partnership taxable year.â€ Id. (emphasis added). And while this provision does not explicitly exclude jurisdiction without a timely filing, the statute provides stronger evidence of Congressional intent for a jurisdictional requirement than existed in Henderson. See id. Further, Henderson categorically distinguished earlier cases that dealt with filing deadlines for Article III courts. See Henderson, 131 S. Ct. at 1204 (â€œAll of those cases involved review by Article III courts. This case, by contrast, involves review by an Article I tribunal as part of a unique administrative scheme.â€). Petitioners rely primarily on this distinction to assert that the filing deadlines for the Article I Tax Court in this case should be non-jurisdictional. But Petitioners ignore that Â§ 6226 applies its filing deadlines to review by Article I and Article III courts alike. We agree with the Government that it would be a strange result if the jurisdictional effect of Â§ 6226 depended on the forum that the taxpayer chooses to challenge an FPAA. Even though this particular case involved an Article I courtâ€™s review, Congress plainly intended for the same deadline to apply to Article III courts. See 26 U.S.C. Â§ 6226(a)â€“(b). Henderson also emphasized that it dealt with an appeal for a veteranâ€™s benefits under the â€œsingular characteristics of [the Veterans Court] review 6 Case: 11-60044 Document: 00511766812 Page: 7 Date Filed: 02/24/2012 No. 11-60044 schemeâ€ and the special â€œsolicitude of Congress for veterans.â€ Henderson, 131 S. Ct. at 1205. Henderson contrasted this less adversarial and protective review structure with ordinary civil litigation, in which a century of precedent and practice recently had led the Supreme Court in Bowles v. Russell, 127 S. Ct. 2360 (2007) to uphold filing deadlines as jurisdictional requirements. Henderson, 131 S. Ct. at 1205â€“06. Section 6226â€™s review process more closely resembles ordinary civil litigation than a claim for veteran benefits: it commands an adversarial process; either party may appeal an adverse decision; and the final judgment may be reopened only in narrow circumstances. See Â§ 6226(g) (â€œAny determination by a court under this section shall have the force and effect of a decision of the Tax Court or a final judgment or decree of the district court or the Court of Federal Claims . . . and shall be reviewable as such.â€). Congress enacted TEFRA â€œin response to mushrooming administrative problems experienced by the IRS in auditing returns of partnerships, particularly tax shelter partnerships with numerous partners.â€ McKnight v. C.I.R., 7 F.3d 447, 451 (5th Cir. 1993) (internal quotations omitted); see also United States v. Brockamp, 519 U.S. 347, 352 (1997) (â€œTax law, after all, is not normally characterized by case-specific exceptions reflecting individualized equities.â€). Unlike in Henderson, â€œ[r]igid jurisdictional treatmentâ€ would not â€œclash sharply with this [review] scheme,â€ thus providing further support that Â§ 6226â€™s time limits are jurisdictional. Henderson, 131 S. Ct. at 1206. Lastly, although Petitioners emphasize that in addition to Henderson, other Supreme Court cases have held similar threshold requirements to be non-jurisdictional, see Arbaugh, 546 U.S. at 504 (holding the employee-numerosity coverage requirement of Title VII was not a jurisdictional requirement); Reed Elsevier, 130 S. Ct. at 1241 (establishing that the Copyright Actâ€™s registration requirement does not restrict a federal courtâ€™s jurisdiction), these cases merely illustrate the Supreme Courtâ€™s recent willingness to ensure 7 Case: 11-60044 Document: 00511766812 Page: 8 Date Filed: 02/24/2012 No. 11-60044 that federal courts use the jurisdictional label carefully; they do not foreclose application of the jurisdictional label. Furthermore, other circuits have used the Henderson analysis to conclude that Congress nevertheless intended filing deadlines in other statutes to be jurisdictional. See Mader v. United States, 654 F.3d 794, 806â€“07 (8th Cir. 2011) (â€œapply[ing] the principles and precedents of Hendersonâ€ to the filing deadlines in the FTCA and concluding â€œthat although [the deadline] may resemble a claim-processing rule, Congress has attached a jurisdictional label to the statute.â€); United States v. Mann, 435 F. Appâ€™x 254 (4th Cir. 2011) (distinguishing Henderson from circuit precedent that 18 U.S.C. Â§ 3582(c) deprives the district court of jurisdiction to reconsider a denial of a motion for sentence reduction six months after denying the original motion). Section 6226â€™s terms convince us that Â§ 6226â€™s filing period is jurisdictional.3 Because we hold that Â§ 6226â€™s 150-day limit is jurisdictional, we have no authority to alter it. See Rich v. C.I.R., 250 F.2d 170, 175 (5th Cir. 1957). The plain language of the statute measures the 150-day filing period from the date the IRS mails the FPAA. It does not contemplate tolling. Petitioners filed the present petition 418 days after the FPAA was mailedâ€”over 250 days too late.4 3 Lending further support to our conclusion is that applying Henderson to hold that these filing deadlines are not jurisdictional would overturn this circuitâ€™s precedent that held the same 90-day filing deadlines in other sections of the Internal Revenue Code to be jurisdictional. See, e.g., Rich v. C.I.R., 250 F.2d 170, 175 (5th Cir. 1957) (interpreting the ninety-day deadline to petition for redetermination of a deficiency in Â§ 6213(a) to hold that â€œ[t]his is a hard case presenting a grossly inequitable situation, but neither the Tax Court nor this Court has any authority to relieve the taxpayer from the clear jurisdictional requirements of the law.â€). 4 Nevertheless, Petitioners insist that the proper interpretation of the statute must allow tolling because Â§ 6226 would otherwise require Petitioners to file a petition that would have been dismissed; thus, they assert, the statute is vague and must be disregarded. However, this argument assumes that Congress intended to allow non-tax matters partners to challenge tax determinations in all circumstances. Instead, the statute only allows non-tax matters partners to appeal when the tax matters partner does not. Columbia/St. Davidâ€™s, 264 F.3d at *3 (unpublished) (â€œ[I]t is well established that the Tax Court lacks jurisdiction over 8 Case: 11-60044 Document: 00511766812 Page: 9 Date Filed: 02/24/2012 No. 11-60044 III For the reasons above, we AFFIRM. petitions for readjustment of partnership items filed by notice partners in the presence of earlier, valid petitions filed by the [tax matters partner].â€) (internal quotation marks omitted). We agree with the Tax Court that tolling â€œis fundamentally at odds with the partnership items to be determined at the partnership level in a unified partnership provision.â€ The plain language of Â§ 6226 does not provide the kind of statutory tolling that Petitioners seek. 9