United Taconite v. State of Minnesota ( 2004 )

United States Bankruptcy Appellate Panel
FOR THE EIGHTH CIRCUIT
_____________
No. 04-6045/04-6048 MN
_____________
In re: Eveleth Mines, L.L.C., *
d/b/a Evtac Mining, L.L.C. *
*
Debtor. *
*
United Taconite, L.L.C. * Appeal from the United States
* Bankruptcy Court for the District
Appellant - Cross-Appellee * of Minnesota
*
v. *
*
*
State of Minnesota, *
Department of Revenue, *
*
Appellee - Cross-Appellant *
_____________
Submitted: December 1, 2004
Filed: December 23, 2004
_____________
Before, SCHERMER, FEDERMAN, and MAHONEY, Bankruptcy Judges.
_____________
FEDERMAN, Bankruptcy Judge.
Appellant United Taconite, L.L.C. (United) filed a motion to enforce a sale
order approving a sale of virtually all of the assets of debtor Eveleth Mines, L.L.C.
(Eveleth). United appeals the order of the bankruptcy court denying it that relief.
Appellee the Department of Revenue for the State of Minnesota (MDOR) cross-
appeals on the issue of whether the bankruptcy court had jurisdiction to enter the
order in response to United’s motion. We find that the Tax Injunction Act barred the
bankruptcy court from exercising jurisdiction. We, therefore, remand with
instructions that the bankruptcy court abstain.
FACTUAL BACKGROUND
On May 1, 2003, Eveleth, a mining company engaged in the production of
taconite, filed a Chapter 11 bankruptcy petition.1 On May 16, 2003, all mining
operations ceased. On October 29, 2003, the bankruptcy court established bid
procedures for the sale of substantially all of Eveleth’s assets. On November 7, 2003,
Eveleth and United filed the Asset Purchase Agreement (the Agreement) with the
bankruptcy court. On November 26, 2003, after notice and a hearing, the court
entered an order that, in part, approved the sale of all or substantially all of Eveleth’s
assets free and clear of interests (the Sale Order). More specifically, the Sale Order
provided as follows:
The Buyer shall not assume, and shall be deemed not to have assumed,
. . . (viii) any taconite production tax attributable to taconite ore or iron
sulfides mined by Debtor, to the mining of such taconite ore or iron
sulfides by Debtor, or to the iron ore concentrate produced by Debtor
that has been or may in the future be assessed by a Taxing authority for
any period pursuant to Minn Stat. §§ 298.24-298.27.2
On December 3, 2003, Eveleth and United closed the sale. United agreed to pay cash
in the amount of $3 million and to assume approximately $40 million in liabilities.
1
On May 15, 2003, Thunderbird Mining Company also filed for Chapter 11 relief.
The cases are being jointly administered.
2
Appellant’s Appendix, Ex. B, Sale Order at ¶ F(viii), pg. 9-10.
2
United began production immediately upon closing the sale, and produced 78,162
tons of taconite prior to January 1, 2004.
On January 30, 2004, United completed its 2003 Minnesota Taconite
Production Tax Forms and filed them with MDOR. On February 13, 2004, MDOR
notified United that it must pay the sum of $335,921 for its portion of the 2003
Taconite Production Tax.
On February 17, 2004, United, by motion, asked the bankruptcy court to enter
an order “specifically enjoining forever . . . any action to collect from [United] any
tax attributable to or calculated based, in whole or part, on [the] Debtor’s operations.
. . .”3 On March 17, 2004, the court held a hearing at which MDOR raised the issue
of subject matter jurisdiction. The court offered the parties an opportunity to brief that
issue and took the matter under advisement. On July 30, 2004, the court found that
it had jurisdiction to interpret the Sale Order, and that the Tax Injunction Act did not
bar it from exercising that jurisdiction. Nevertheless, the court went on to hold that
United is not entitled to an order directing the state courts as to how its tax liability
should be determined. United appeals the portion of the decision denying its motion
to enforce the Sale Order, and MDOR appeals the portion finding that the court had
jurisdiction.
STANDARD OF REVIEW
The question of subject matter jurisdiction is subject to de novo review.4 When
subject matter jurisdiction is at issue, we are required to reach the jurisdictional
question before turning to the merits.5
3
Appellant’s Appendix, pg. 1.
4
Hoffman v. Bullmore (In re Nat’l Warranty Insurance Risk Retention Group), 384
F.3d 959, 962 (8th Cir. 2004).
5
In re Hechinger Investment Co. of Delaware, Inc., 335 F.3d 243, 249 (3rd Cir. 2003).
3
DISCUSSION
We begin with a brief description of how MDOR assesses the Taconite
Production Tax. Minnesota imposes a tax on “taconite . . . and upon the mining and
quarrying thereof, and upon the production of iron ore concentrate therefrom, and
upon the concentrate so produced.”6 Each taconite producing facility is assessed this
tax in lieu of property taxes.7 The total taconite tax for any given year is calculated
by using a three-year average of the total production at a facility.8 The averaging
method is used to stabilize the tax receipts.
United objected to the averaging method. It claims it purchased the assets of
Eveleth free and clear of any production tax calculated on Eveleth’s production. It
claims that it began production on December 3, 2003, therefore, the average
production for the years 2001 and 2002, for purposes of the three-year average,
should be zero. Based on United’s argument, MDOR should have assessed it the sum
of $54,792 as Taconite Production Tax for 2003, not $335,921. It arrived at this
calculation by assuming its average production for 2003 was 26,054 tons (the 78,162
tons produced in 2003 by United after the closing plus zero tons for 2001 and 2002
equals average tonnage of 26,054). The per-ton tax is $2.103 resulting in a liability
of $54,792. This same method of calculation, using zero production for 2002 and only
United’s production for 2003 would have a significant impact on United’s tax bills
for 2004 and 2005 as well. United argues that MDOR’s formula would exceed the
proper tax owed under its interpretation of the Sale Order by more than $5.4 million
over the relevant three-year period.
6
Minn. Stat. Ann. § 298.24 (2002).
7
Id. at § 298.25.
8
Id. at § 298.24(1)(d).
4
MDOR argued in a post-trial brief that the bankruptcy court did not have
subject matter jurisdiction to enforce the Sale Order because this is a dispute between
two non-debtor parties that has no impact on the bankruptcy estate. Alternatively,
MDOR claims that, even if the bankruptcy court retained jurisdiction to interpret its
own order, the Tax Injunction Act barred it from exercising that jurisdiction.
We begin with the jurisdictional issues. Bankruptcy courts’ jurisdiction flows
from 28 U.S.C. § 1334, which vests jurisdiction in the district courts, and 28 U.S.C.
§ 157(a), which authorizes district courts to refer bankruptcy cases to the bankruptcy
court. Section 1334 reads in relevant part as follows:
(a) Except as provided in subsection (b) of this section, the district court
shall have original and exclusive jurisdiction of all cases under title 11.
(b) Notwithstanding any Act of Congress that confers exclusive
jurisdiction on a court or courts other than the district courts, the district
courts shall have original, but not exclusive jurisdiction of all civil
proceedings arising under title 11, or arising in or related to cases under
title 11.9
Section 28 U.S.C. § 157(a) reads as follows:
(a) Each district court may provide that any or all cases under title 11
and any or all proceedings arising under title 11 or arising in or related
to a case under title 11 shall be referred to the bankruptcy judges for the
district.
Both sides agree that the bankruptcy court had jurisdiction to enter the Sale
Order. Since section 363 of the Bankruptcy Code (the Code) specifically authorizes
the court to approve sales of a debtor’s property, such orders come within the court’s
9
28 U.S.C. § 1334(a) and (b).
5
jurisdiction over “all civil proceedings arising under title 11 . . . .”10 The crux of
United’s jurisdictional argument is that since the court had jurisdiction to enter the
Sale Order, it must also have jurisdiction to interpret and enforce that order. There is
ample precedent for this position, including our own.11 In NWL Holding, Inc. v. Eden
Center (In re Ames Department Stores, Inc.),12 the court had entered an order
assigning debtor’s leasehold interest, and a dispute later arose between the debtor’s
assignee and the landlord over interpretation of the terms of the lease. Although the
debtor was not involved in the dispute, and not affected by the outcome, the
bankruptcy court found it had jurisdiction, holding that a proceeding “arises in” a
bankruptcy case when it involves efforts to “implement, gain the fruits of, and to
enforce an order of the bankruptcy court.”13 Since United’s motion to enforce the
Sale Order arose in a proceeding under title 11, and since United seeks to gain the
fruits of enforcement of that Order, we conclude that the bankruptcy court correctly
determined that it had jurisdiction to consider the motion. There are, however, limits
to the court’s power to exercise that jurisdiction.
The Tax Injunction Act provides that a district court, or a bankruptcy court by
referral, “shall not enjoin, suspend or restrain the assessment, levy or collection of
any tax under State law where a plain, speedy and efficient remedy may be had in the
courts of such state.”14 The Tax Injunction Act does not mention jurisdiction, because
10
28 U.S.C. § 1334(b). See also 28 U.S.C. § 157(b)(2)(N).
Koehler v. Grant (In re Grant), 213 B.R. 567, 569 (B.A.P. 8th Cir. 1997) (holding
11
that a court retains jurisdiction, after the case is closed, to enter contempt sanction for
violation of a previous order). See also, Williams v. Citifinancial Mortgage Co. ( In
re Williams), 256 B.R. 885, 892 (B.A.P. 8th Cir. 2001).
12
317 B.R. 260 (Bankr. S.D.N.Y. 2004).
13
Id. at 269.
14
28 U.S.C. § 1341.
6
it is a rule of abstention.15 As the court in Clark explains, when “courts have said that
the Tax Injunction Act deprives a federal court of jurisdiction to hear state tax
matters, they were using jurisdiction for shorthand for power or authority to grant
relief.”16 The court goes on to distinguish the subtle difference between lack of
jurisdiction to decide a matter, and lack of power to grant relief:
When a court lacks power to grant relief, the effect is the same as if the
court lacked jurisdiction, and vice versa. But a court may possess
jurisdiction while lacking the authority to use it. Jurisdiction is a
prerequisite to, not the equivalent of, a court’s authority to grant relief.17
Thus, the issue is not whether the bankruptcy court has jurisdiction to enforce
the Sale Order, but whether it should have abstained from exercising that jurisdiction
because the Tax Injunction Act requires deference to state tax procedures.
United contends that the Tax Injunction Act is not applicable because
numerous provisions of the Code authorize bankruptcy courts to routinely adjudicate
the rights of state taxing authorities. For example, United points out that section
1146(c) of the Code specifically grants authority to bankruptcy courts to prevent the
imposition of certain state mortgage registration taxes.18 In State of Florida,
15
Bank of New England Old Colony, N.A. v. Clark, 796 F. Supp. 633, 637 (D. R.I.
1992), affirmed, 986 F.2d 600 (1st Cir. 1993).
16
Id. at 637 (emphasis eliminated).
17
Id.
18
That section provides that “the issuance, transfer, or exchange of a security, or the
making or delivery of an instrument of transfer under a plan confirmed under section
1129 of this title, may not be taxed under any law imposing a stamp tax or similar
tax.” 11 U.S.C. § 1146(c).
7
Department of Revenue v. T.H. Orlando Ltd, et al (In re T.H. Orlando, Ltd.),19 the
debtor owned three hotels threatened by foreclosure when it filed for Chapter 11
relief. One lender agreed to satisfy the mortgage for a reduced amount provided
Kissimmee Lodge, Ltd. (Kissimmee), a hotel adjacent to debtor’s hotels, would also
refinance its mortgage with the same lender. Kissimmee agreed, and under that
arrangement the court confirmed debtor’s Plan of Reorganization.20 That plan, as
authorized by section 1146 of the Code, provided that the recording of the refinancing
documents would not be subject to Florida’s mortgage registration tax. After the plan
was consummated the Florida Department of Revenue (FDOR) assessed a stamp tax
and an intangible tax against Kissimmee in conjunction with the refinancing.
Kissimmee paid the tax and then filed suit in state court seeking declaratory relief.
FDOR removed the proceeding to the bankruptcy court. On appeal, the court held that
“the adjudication of substantive entitlements created by bankruptcy law falls squarely
within the core jurisdiction of the bankruptcy courts.”21 In confirming the plan the
court had granted Kissimmee, the nondebtor, an exemption from state tax, which
section 1146(c) specifically authorizes the bankruptcy court to grant. Thus, the
bankruptcy court had the specific authority to enter its order, and the more general
Tax Injunction Act did bar it from enforcing that order. No such specific authority
exists here.
United next argues that section 505(a) of the Code grants the bankruptcy court
jurisdiction to determine the amount of the tax MDOR can impose on a nondebtor.
Section 505(a) does permit the bankruptcy court to determine the amount of tax
assessed:
19
___ F.3d ___, 2004 WL 2711888 (11th Cir. Nov. 30, 2004).
20
Id. at *2-3.
21
Id. at *4-5.
8
(a)(1)Except as provided in paragraph (2) of this subsection, the court
may determine the amount of legality of any tax, any fine or penalty
relating to a tax, or any addition to tax, whether or not previously
assessed, whether or not paid, and whether or not contested before and
adjudicated by a judicial or administrative tribunal of competent
jurisdiction.22
That power, however, is limited to the tax liabilities of debtors.23 Thus, section
505(a) does not encompass the adjudication of United’s tax liability.24 Indeed, the
court in In re Huckabee Auto Co., found that the adjudication of a third party’s tax
liability falls outside a bankruptcy court’s jurisdiction, even if imposition of the tax
liability would adversely affect the debtor’s reorganization,25 which is not the case
here.
United cites several other Code sections as examples of provisions that enable
bankruptcy courts to interfere in the state tax process. These include the imposition
of an automatic stay on taxing authorities,26 the granting of a higher priority to certain
22
11 U.S.C. § 505(a).
23
United States v. Huckabee Auto Co. (In re Huckabee Auto Co.), 783 F.2d 1546,
1549 (11th Cir. 1986) (holding that the “jurisdiction of the bankruptcy courts
encompasses determinations of the tax liabilities of debtors who file petitions for
relief under the bankruptcy laws. It does not, however, extend to the separate
liabilities of taxpayers who are not debtors under the Bankruptcy Code”).
24
Id. See also State of Florida, Department of Revenue v. T.H. Orlando Ltd, et al (In re T.H.
Orlando, Ltd.), 2004 WL 2711888 * 3 (11th Cir. Nov. 30, 2004) (where the court
distinguished between the bankruptcy court’s jurisdiction to decide whether a non-
debtor is entitled to an exemption for a stamp tax or similar tax, which is specifically
provided for by the Code, and the lack of jurisdiction to decide a non-debtor’s
liability for employment taxes, which is not specifically provided for by the Code).
25
Huckabee Auto Co., 783 F.2d @ 1549.
26
11 U.S.C. § 362(a)(6).
9
creditors than is accorded to tax claims,27 the determination that tax claims are
dischargeable,28 and the issuance of injunctions to prevent state courts from collecting
discharged tax debts.29 As with 1146(c) and 505(a), however, none of these
provisions is applicable here.
The blending of the Tax Injunction Act and the Code was considered by the
Ninth Circuit in Goldberg v. Ellett (In re Ellett).30 There, a Chapter 13 debtor sought
a declaratory judgment that his prepetition state tax debt had been discharged in his
bankruptcy case, as well as an injunction prohibiting the state from collecting such
tax. In holding that the bankruptcy court had jurisdiction to enter the injunction
against the state, the Circuit Court held that “the general dictates of the [Tax
Injunction] Act do not defeat the specific powers Congress has bestowed on the
federal courts under the Bankruptcy Code.”31 United argues that section 363(f) of the
Code, which authorizes the court to approve sales of a debtor’s assets, can be used to
defeat the provisions of the Tax Injunction Act. We disagree, since nothing in that
section provides for a specific grant of jurisdiction to determine the tax liability of a
nondebtor.32
United’s motion is captioned as a motion to enforce the bankruptcy court’s Sale
Order. Nonetheless, in order to accord United the relief it sought, the bankruptcy
court would have been forced to order MDOR to restrain the manner in which it
27
11 U.S.C. § 507(a).
28
11 U.S.C. § 523(a)(1).
29
11 U.S.C. § 524.
30
254 F.3d 1135 (9th Cir. 2001).
31
Id. at 1148.
32
See 11 U.S.C. § 363(f).
10
assessed and collected United’s Taconite Production Tax. Thus, the substance of the
relief sought triggers the Tax Injunction Act. The Tax Injunction Act is “a vehicle to
limit drastically federal district court jurisdiction to interfere with so important a
[state] concern as the collection of taxes.”33 Once the Tax Injunction Act is triggered,
the federal court may only exercise its jurisdiction if it finds that a plain, speedy and
efficient remedy cannot be had in the state court. Here, the bankruptcy court so found,
so we now turn to the basis for that determination.
As the bankruptcy court recognized, application of the Tax Injunction Act turns
on the procedural safeguards provided by the state courts.34 A state court remedy is
plain, speedy, and efficient, within the meaning of the statute, if it provides a taxpayer
with a full hearing and a judicial determination at which it may raise any and all
constitutional objections to the tax.35 The phrase “plain, speedy, and efficient” must
be narrowly construed.36 The burden rests on the taxpayer, here United, to show facts
sufficient to overcome the restraint of the Tax Injunction Act.37 A state law remedy
is plain, speedy, and efficient if it provides for an appeal from the determinations of
the state agency by any dissatisfied party.38 The bankruptcy court held that
33
Rosewell v. LaSalle Nat’l Bank, 450 U.S. 503, 522, 101 S. Ct. 1221, 1234, 67 L. Ed.
2d 464 (1981).
34
California v. Grace Brethren Church, 457 U.S. 393, 411, 102 S. Ct. 2498, 2509, 73
L. Ed. 2d 93 (1982).
35
Hawaiian Telephone Co. v. State Dept. of Labor and Indus. Relations, 691 F.2d 905,
112 (9th Cir. 1982).
Amos v. Glynn County Board of Tax Assessors, 347 F.3d 1249, 1255 (11th Cir. 2003)
36
(citing California v. Grace Brethren Church, 457 U.S. at 413, 102 S. Ct. at 2510)).
37
Id.
38
Rosewell v. LaSalle Nat’l Bank, 450 U.S. 503, 514, 101 S. Ct. 1221, 1230, 67 L. Ed.
2d 464 (1981).
11
Minnesota’s system for reviewing tax assessments is not plain, speedy, and efficient,
concluding that there is uncertainty as to whether the Minnesota courts would
appropriately consider the impact of the Sale Order on the determination of United’s
tax liability. In so holding, the court also noted that the matter was already before it,
and so it could rule more quickly than the state court. But, the state remedy need only
be ‘“plain, speedy and efficient,”’ it need not be plainer, speedier and more efficient
than an alternative forum.”39 And judicial economy does not itself justify federal
jurisdiction.40 We, therefore, must consider whether the bankruptcy court correctly
found that Minnesota could not provide United with a plain, speedy, and efficient tax
assessment process that is capable of adequately considering the impact of the Sale
Order.
Minnesota’s Tax Court has jurisdiction to hear “all questions of law and fact
arising under the tax law of Minnesota.”41 If a constitutional issue is raised, the Tax
Court must first transfer that issue to the state district court, which may decide the
issue or refer it back to the Tax Court for decision. 42 This process is called the “Erie
Transfer Procedure.” Pursuant to the Erie Transfer Procedure, the Tax Court transfers
a case raising a constitutional issue to the state district court, a court of general
jurisdiction.43 The district court may retain the case, or may return it to the Tax Court.
After such a transfer, the Tax Court acquires the general jurisdiction of the district
39
Ashton v. Cory, 780 F.2d 816, 821 (9th Cir. 1986).
Lawrence E. Miller v. Kemira (In re Lemco Gypsum, Inc.), 910 F.2d 784, 789 (11th
40
Cir. 1990).
41
Minn. Stat. Ann. § 271.01, subd. 5 (2002).
42
Wilson v. Comm’r of Revenue, 619 N.W.2d 194, 199 (Minn. 2000); Erie Mining Co.
v. Comm’r of Revenue, 343 N.W.2d , 261 264 (Minn. 1984).
43
Minn. Stat. Ann. § 484.01 (2002).
12
court to decide issues beyond its original jurisdiction.44 There is, therefore, a
procedure in Minnesota to assure that both the Tax Court and the district court have
jurisdiction to decide all issues raised.
Decisions of the Tax Court are accorded the same finality and deference as
those of the state district courts.45 A taxpayer may obtain review of a decision of the
Tax Court, as a matter of right, by the Minnesota Supreme Court, without first
seeking review by the Minnesota Court of Appeals.46 And, ultimately, any federal
question presented to the Minnesota Supreme Court is subject to review by the United
States Supreme Court.47
United points out that the United States Supreme Court has held that
“uncertainty surrounding a state-court remedy lifts the [Tax Injunction Act] bar to
federal-court jurisdiction.”48 In Rosewell, the court held that an Illinois remedy, which
required owners contesting their property taxes to pay such taxes under protest and,
if successful, to obtain a refund without interest in two years is, nevertheless, a plain,
speedy, and efficient remedy. The taxpayer had contended that the state’s assessment
procedure deprived her of equal protection and due process secured by the Fourteenth
Amendment of the United States Constitution.49 In holding that the Illinois procedure
44
Wilson, 619 N.W.2d at 199: Erie, 343 N.W.2d at 264.
45
McCannel, et al v. Hennepin County (In re McCannel), 301 N.W.2d 910, 919
(Minn. 1980).
46
Minn. Stat. Ann. § 271.10, subd. 1 (2002).
47
28 U.S.C. § 1257(a).
48
Rosewell v. LaSalle Nat’l Bank, 450 U.S. 503, 517, 101 S. Ct. 1221, 1231, 67 L. Ed.
2d 464 (1981) (quoting Hillsborough v. Cromwell, 326 U.S. 620, 625-626, 66 S. Ct.
445, 449, 90 L. Ed 358 (1946).
49
450 U.S. at 510, 101 S. Ct. at 1228.
13
was plain, speedy, and efficient, the Court noted that under the Illinois procedure,
there was no question that the state court would hear and decide any federal claim.50
By contrast, in Hillsborough v.Cromwell,51 the Court had held that protection of
federal rights was uncertain because the State Board of Tax Appeals had no right to
pass on constitutional questions, the allowance of a writ of certiorari to the Board
from the New Jersey Supreme Court was only discretionary, and the refusal of a writ
was not judicially reviewable by the Court of Error and Appeals.52 United, however,
bears the burden of proving that the Minnesota procedure is not plain, speedy, and
efficient. United does not argue that it would be prohibited from asking the state court
to consider the Sale Order in making its determination. Instead, United argues that it
is “anything but certain whether Minnesota courts will give proper deference to the
effect of the § 363 sale and the specific terms of the sale order at issue. . . . “53 A
taxpayer’s lack of confidence in the state court process is not, however, the standard
to be applied. We find that the bankruptcy court incorrectly held that the Minnesota
tax appeal procedures are not plain, speedy, and efficient. We conclude, therefore,
that the Tax Injunction Act bars the bankruptcy court from granting the relief sought
by United.
We remand with instructions for the bankruptcy court to enter an order
abstaining in favor of the Minnesota courts.
___________________
50
450 U.S. at 517, 101 S. Ct. at 1231.
51
326 U.S. 620, 66 S. Ct. 445 (1946).
52
326 U.S. at 625-26, 66 S. Ct. at 449.
53
Reply Brief of United at pg. 9.
14