Jewell v. United States , 548 F.3d 1168 ( 2008 )

BRIGHT, Circuit Judge.

This appeal stems from a civil action brought by appellee Barry J. Jewell against appellant the United States (“the IRS”) seeking a refund of his pro rata share of a tax sanction paid in conjunction with a closing agreement between his former law firm and the IRS. On appeal, the IRS challenges the decisions of the district court (1) denying the IRS’s motion to dismiss the complaint for lack of standing and (2) granting Jewell summary judgment on his claim that the IRS procured a closing agreement with Jewell by fraud or malfeasance. The IRS argues that Jewell lacked standing to challenge the closing agreement because the agreement was entered with Jewell’s law firm, and, even if Jewell had standing, the district court improperly concluded that the undisputed facts showed that the IRS had used fraud or malfeasance in procuring the agreement. We have jurisdiction under 28 U.S.C. § 1291, and we reverse.

I. BACKGROUND

Jewell was a shareholder in the law firm of Jewell, Moser, Fletcher & Holleman, P.A. (“JMFH”). JMFH sponsored four prototype retirement plans, which its clients, mostly small businesses, relied upon to create individual retirement plans. As the plans’ sponsor, JMFH had an obligation to ensure that (1) its prototype plans complied with federal law and (2) its clients amended their individual plans to comply with changes in federal law. See Rev. Proc.2000-20, § 3.07.

After Congress passed a series of laws that affected the retirement plans, the IRS required a sponsor to ensure that individual client plans were amended in accordance with the new laws by February 28, 2002, or the last day of the first plan-year beginning on or after January 1, 2001, whichever was later. See Rev. Proc.2001-55. But if a sponsor submitted an amended prototype plan for IRS approval by December 31, 2000, the IRS extended the deadline for amendments made to individual plans to the later of September 30, 2003 or the last day of the twelfth month after the date on which the IRS approved the prototype plan. See Rev. Proc.2000-20 § 19.07.

JMFH submitted its four amended prototype plans to the IRS on February 5, 2002. Because JMFH failed to submit the prototype plans by December 31, 2000, the individual plans that relied on the prototype plans were not able to receive the extension. Id. As a result, JMFH had to ensure that its four prototype plans and all of its clients’ individual plans complied with the new federal laws by, as relevant here, February 28, 2002. But during the summer and fall of 2002, the IRS requested that JMFH make several changes to its plans to bring them in compliance with the changes in federal law. Thus, these individual plans, the IRS argued, were untimely and potentially subject to disqualification or other penalties.

Meanwhile, in July 2002, one of JMFH’s shareholders (Scott Fletcher) left the firm. The remaining shareholders (JMFH’s president Keith Moser, John Holleman, and Jewell) redeemed Fletcher’s interest in the firm and continued to practice together until the end of August 2002. In a September 2002 letter, Jewell informed the IRS that JMFH “will stay in existence under my control” and will continue to act as the sponsor of the prototype retirement plans.

In May 2003, the IRS determined that more than sixty of the individual plans sponsored by JMFH were not timely amended to comply with changes in federal law. The IRS proposed that JMFH enter into an umbrella closing agreement, in which it would deem the plans timely amended and JMFH would pay a penalty. Jewell, although signaling his willingness to enter into a closing agreement, disputed the nature of the plans’ deficiencies in a series of letters sent in the summer of 2003. For its part, the IRS indicated that JMFH had two options: (1) negotiate an umbrella closing agreement with the IRS to resolve all of the deficiencies or (2) decline to do so, which would result in the IRS’s review of each plan-a contingency that would likely result in plan disqualification or additional penalties. Negotiations between the IRS and Jewell (as a representative of JMFH) continued through the summer and fall of 2003.

In June 2003, Jewell sought judicial dissolution of JMFH in Arkansas state court and an accounting of the firm’s receivables.¹ In December 2003, Moser, JMFH’s president, sent the IRS a signed Form 2848 Power of Attorney and Declaration of Representative, which authorized only Moser and Fletcher to represent JMFH before the IRS. In a letter that accompanied the Power of Attorney, Mos-er stated that JMFH had not yet been dissolved, that Jewell was not authorized to represent the firm, and that the firm would continue to sponsor the plans.

Later that month, Moser and Fletcher agreed that JMFH would pay $26,800 — • almost one third of the IRS’s initial settlement offer — to settle with the IRS. In return, the IRS would determine that the plans were timely amended. The closing agreement contains a finality provision in accordance with 26 U.S.C. § 7121, which provides that the agreement is “final and conclusive” except that “the matter ... may be reopened in the event of fraud, malfeasance, or misrepresentation of material fact.” Moser and Fletcher signed the closing agreement and returned the closing agreement to the IRS. Jewell did not sign the agreement. Moser, Fletcher, and Jewell divided the sanction equally, bundled three checks made out to the IRS, and sent the checks to the IRS.

After unsuccessfully filing a claim for a refund with the IRS, Jewell filed this action in June 2006 against the IRS, seeking a refund of $8,933.33, his pro rata share of JMFH’s payment under the closing agreement. Jewell argued that the IRS had obtained the closing agreement through fraud, malfeasance, or misrepresentation of fact. The IRS moved to dismiss on the ground that Jewell lacked standing. The district court denied the motion, holding that because JMFH had stopped operating and Jewell had paid the sanction out of personal funds, Jewell had incurred direct harm and thus had standing to sue.

After the parties cross-moved for summary judgment, the district court granted Jewell’s motion and denied the Government’s motion. The district court held that the IRS’s tactics in procuring the closing agreement qualified as “fraud or malfeasance” and therefore justified setting the agreement aside. Specifically, the district court concluded that the IRS presented JMFH with a “Hobson’s choice” in that the IRS demanded that JMFH “either accept the closing agreement and pay a penalty or subject its clients to individual plan evaluations as ‘late amenders,’ submitting them to the harsh consequences of disqualification, penalty, or both.” The district court also held that the deficiencies in the plans were either insignificant or should have been excused because of Jewell’s good faith attempts to comply with the spirit of the changes to federal law, and ordered judgment to Jewell in the amount of $8,933.33 plus interest. This appeal follows.

II. DISCUSSION

The IRS contends that the district court improperly concluded that Jewell had standing to challenge the propriety of the IRS’s closing agreement with JMFH. We review the district court’s conclusion that a plaintiff has standing de novo. St. Paul Area Chamber of Commerce v. Gaertner, 439 F.3d 481, 484 (8th Cir.2006).

A plaintiff must establish subject matter jurisdiction, for which standing is a prerequisite. See Jones v. Gale, 470 F.3d 1261, 1265 (8th Cir.2006). “Standing includes both a constitutional and a prudential component.” Am. Ass’n of Orthodontists v. Yellow Book USA 7tcc., 434 F.3d 1100, 1103 (8th Cir.2006). The “irreducible constitutional minimum of standing” consists of three elements. See Lujan v. Defenders of Wildlife, 504 U.S. 555, 560, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992). First, a party must have suffered an “injury in fact,” an actual or imminent concrete and particularized invasion to a legally protected interest; second, the injury must be fairly traceable to the challenged action of the defendant; and third, the injury must be redressable by a favorable decision. Id.) Gale, 470 F.3d at 1265.

“Even if a plaintiff meets the minimal constitutional requirements for standing, there are prudential limits on a court’s exercise of jurisdiction.” Ben Oehrleins & Sons & Daughter, Inc. v. Hennepin County, 115 F.3d 1372, 1378 (8th Cir.1997). One such prudential limitation is the requirement that “a litigant must assert his or her own legal rights and interest, and cannot rest a claim to relief on the legal rights or interests of third parties.” Powers v. Ohio, 499 U.S. 400, 410, 111 S.Ct. 1364, 113 L.Ed.2d 411 (1991).

Here, the IRS argues that “[b]e-cause JMFH is the entity from which the IRS collected the sanction, it is the only proper entity to bring suit seeking to set aside the closing agreement and to recover the payment.” As a result, Jewell does not have standing because he has not satisfied the prudential standing requirement that a litigant may generally assert only his own rights. We find this argument to be persuasive.

This court has stated that “[standing to sue [for a tax refund] extends only to the taxpayer from whom the tax was allegedly wrongfully collected.” Murray v. United States, 686 F.2d 1320, 1325 n. 8 (8th Cir.1982); cf. Collins v. United States, 209 Ct.Cl. 413, 532 F.2d 1344, 1347 n. 2 (1976) (“In order to maintain an action for the refund of taxes under the Internal Revenue Code, the plaintiff must be the taxpayer who has overpaid his own taxes.” (emphasis added)). Here, it is undisputed that the IRS imposed the tax sanction against JMFH, not against the principals of the law firm individually. It is also undisputed that the closing agreement, signed by JMFH’s authorized representative, was between the IRS and JMFH.

Even though Jewell ultimately contributed personal funds to JMFH’s effort to pay the tax sanction, Jewel cites no authority for the proposition that this fact, standing alone, gives him standing to sue. We agree with the IRS that “the fact that each of the principals of JMFH agreed to contribute 1/3 of the sanction is simply irrelevant here.” To the extent that any party was entitled to sue, JMFH is the appropriate party to raise its alleged injury as a result of the IRS’s conduct.² And the record contains no evidence that Jewell obtained JMFH’s causes of action as part of the distribution of the firm’s assets. Because Jewell was not the taxpayer from whom the tax was collected, he cannot raise the rights of JMFH against the IRS. Accordingly, he lacks standing to sue the IRS for a refund. See Murray, 686 F.2d at 1325 n. 8; cf. 20A Fed. Proc., L.Ed. § 48:1345 (“A shareholder cannot bring a refund suit for taxes paid on behalf of a corporation if the shareholder is not legally or contractually obligated to pay the corporate taxes.”).

Jewell makes two arguments in support of his contention that he has standing. We find each to be unpersuasive. First, Jewell asserts that he, not JMFH, was the sponsor of the prototype plans, and, therefore, he has standing to sue the IRS. This argument is without merit, as Jewell has cited no authority for the proposition that being the sponsor of an IRS-approved prototype retirement plan automatically confers standing to sue for a tax refund. Even were we to so hold, JMFH sponsored the plans at issue, as demonstrated by the closing agreement and by Jewell’s own repeated assurances to the IRS that JMFH continued to act as the sponsor of the plans.

Second, Jewell argues that the district court correctly held that he suffered a separate and distinct harm from the harm suffered by JMFH, and, therefore, he should be entitled to assert shareholder standing to sue. We disagree.

It is well established that a shareholder or officer of a corporation cannot recover for legal injuries suffered by the corporation. See Heart of Am. Grain Inspection Serv., Inc. v. Missouri Dep’t of Agric., 123 F.3d 1098, 1102 (8th Cir.1997). But a shareholder may bring a direct suit when he asserts an injury “separate and distinct from that suffered by other shareholders.” Taha v. Engstrand, 987 F.2d 505, 507 (8th Cir.1993). Here, even assuming that the IRS caused Jewell to be injured in a legally cognizable way, the injury that Jewell suffered is indistinguishable from the injury suffered by JMFH as an organization. Moreover, if we were to accept Jewell’s argument, personal financial loss alone would become the touchstone for shareholder standing. As we have noted elsewhere, “actions to enforce corporate rights ... cannot be maintained by a stockholder in his own name ... even though the injury to the corporation may incidentally result in [the stockholder’s financial loss].” Potthoff v. Morin, 245 F.3d 710, 716 (8th Cir.2001).

III. CONCLUSION

Accordingly, we reverse the judgment of the district court. Because we conclude that Jewell does not have standing to bring this suit, we need not reach the IRS’s alternative argument.

1 . In September 2004, the state court ordered the dissolution but deferred its decision as to the effective date. In December 2005, the slate court ruled that the effective date of the dissolution was July 25, 2002.

2 . Contrary to Jewell's assertions, the fact that JMFH had been dissolved is of no consequence to its ability to raise a claim against the IRS because Ark.Code Ann. § 4-26-1104(b)(4) permits a dissolved corporation to sue. See Fed.R.Civ.P. 17(b) (stating that a corporation’s right to sue is determined by reference to state law).