Schoeneckers Inc v. Department of Treasury ( 2015 )


Menu:
  •                            STATE OF MICHIGAN
    COURT OF APPEALS
    SCHOENECKERS INC.,                                                   UNPUBLISHED
    September 15, 2015
    Petitioner-Appellant,
    v                                                                    No. 321033
    Tax Tribunal
    DEPARTMENT OF TREASURY,                                              LC No. 00-450419
    Respondent-Appellee.
    Before: RONAYNE KRAUSE, P.J., and MURPHY and SERVITTO, JJ.
    RONAYNE KRAUSE, J. (dissenting)
    I respectfully dissent. As I read Catalina Mktg Sales Corp v Dep’t of Treasury, 
    470 Mich. 13
    ; 678 NW2d 619 (2004), courts are to look at “the entire transaction,” 
    id. at 24,
    and although
    the situation at bar is less simple than the situation in Catalina, I conclude that there is only one
    transaction, not two.         I conclude that the object of the transaction is functionally
    indistinguishable from the object of the transaction in Catalina: a sophisticated, dynamic,
    custom-targeted behavior modification service consisting of the distribution of incentives to
    individuals other than the provider’s actual clients, which of necessity entails a transmission of
    physical objects. I believe that attempting to separate petitioner’s interactions with its clients
    from petitioner’s interactions with its clients’ employees constitutes a failure to “look[]
    objectively at the entire transaction.” Consequently, I would reverse.
    The word “transaction” is undefined by any relevant statute, nor did our Supreme Court
    define it in Catalina. To “transact” is “‘to carry on or conduct (business, negotiations, etc.) to a
    conclusion or settlement.’” Oberlies v Searchmont Resort, Inc, 246 Mich app 424, 430; 633
    NW2d 408 (2001), quoting Random House Webster’s College Dictionary (1997). Obviously,
    Schoenckers interacts independently with its clients and with its clients’ employees, but neither
    of those interactions has an independent existence. It is undisputed that Schoenckers’s clients
    were not interested in disbursing gifts to their employees out of the pure goodness of their hearts,
    but rather because they wanted to incentivize those employees to perform better and maximize
    the clients’ own profits. The vehicle for accomplishing this was Schoenckers’s “business
    improvement programs.” So far, I believe these facts are undisputed.
    I differ from the majority because from my perspective, the ultimate disbursement of
    physical goods to Schoenckers’s clients’ employees is an integral and inseparable part of
    Schoenckers’s interaction with its clients. As the majority notes, in Catalina there were
    -1-
    ostensibly two interactive occurrences: first, Catalina’s contractual exchange with the
    manufacturers, and second, the issuance of a coupon to shoppers. Although it is, I suppose,
    possible to look at each of those occurrences in isolation, doing so would make no sense, because
    neither of them would have been meaningful without the other. I perceive no sound conceptual
    distinction between that situation and the situation at bar. The majority, correctly in my opinion,
    describes Catalina as “a single transaction that took place between Catalina and its manufacturer
    client, a part of which included the providing of coupons.” The instant situation looks like a
    single transaction that took place between Schoenckers and its clients, a part of which included
    the providing of miscellaneous merchandise. Obviously, the merchandise here has more intrinsic
    value than the slips of paper in Catalina, and Schoenckers interacts more with its clients’
    employees than Catalina did with the shoppers. I do not believe that those facts fundamentally
    alter the nature of “the entire transaction.” I disagree with the majority’s conclusion that each
    interaction was “supported by its own consideration” simply because the clients’ employees were
    afforded some measure of individual control over what they ultimately received.
    I therefore conclude that the tribunal adopted a wrong legal principle, and consequently I
    would reverse.
    /s/ Amy Ronayne Krause
    -2-
    

Document Info

Docket Number: 321033

Filed Date: 9/15/2015

Precedential Status: Non-Precedential

Modified Date: 4/18/2021