Estate of Stahl v. Idaho State Tax Commission

IN THE SUPREME COURT OF THE STATE OF IDAHO
Docket No. 43832
ESTATE OF ZIPPORA STAHL, )
DECEASED, KATHLEEN KRUCKER, ) Boise, January 2017 Term
PERSONAL REPRESENTATIVE, )
) 2017 Opinion No. 93
Plaintiff-Appellant, )
) Filed: August 24, 2017
v. )
) Karel A. Lehrman, Clerk
IDAHO STATE TAX COMMISSION, )
)
Defendant-Respondent. )
Appeal from the District Court of the Fourth Judicial District of the State of
Idaho, Ada County. Hon. Jason D. Scott, District Judge.
The judgment of the district court is affirmed.
Ahrens DeAngeli Law Group LLP, Boise, for appellant. Nicholas S. Marshall
argued.
Hon. Lawrence G. Wasden, Attorney General, Boise, for respondent. Phil N.
Skinner argued.
_______________________________________________
HORTON, Justice.
This appeal presents a narrow question of law relating to state income tax liability.
Kathleen Krucker, personal representative of the Estate of Zippora Stahl, deceased (“the
Estate”), appeals from the district court’s grant of summary judgment in favor of the Idaho State
Tax Commission (“Commission”) and the district court’s denial of the Estate’s motion for
reconsideration. The district court held that the Estate could not use a different figure as the
starting point for calculating its Idaho taxable income for 2012 than it reported to the Internal
Revenue Service for that year. We affirm.
I. FACTUAL AND PROCEDURAL BACKGROUND
Zippora Stahl was an Idaho resident who died in 2010. At the time of her death, Stahl
owned real property located in Chino, California that had substantially appreciated in value. An
1
ancillary probate proceeding valued the Chino property at $16,000,000. In December of 2012,
the Estate sold the Chino property for $16,339,000. 1
A limited—and necessarily oversimplified—overview of income and estate tax law may
be helpful in describing the context of the parties’ dispute. For purposes of determining income
tax liability arising from the sale of property, a taxpayer’s “basis” in the property is used to
determine whether there has been a taxable gain and the amount of that gain. Broadly speaking,
the taxpayer’s basis is the original price paid for the property, subject to adjustment for items
such as depreciation (downward) and capital improvements (upward).
For many years, the federal government has imposed taxes on the estates of U.S. citizens
and residents. The estate tax is based upon the value of the property owned by the decedent at the
time of death. Those who inherit property from the decedent take the property with a “stepped-up
basis” for federal income tax purposes. Under Internal Revenue Code section 1014 (Section
1014), the recipient’s basis is defined as “the fair market value of the property at the date of the
decedent’s death.” The underlying rationale for Section 1014 is to avoid double taxation; heirs’
use of a stepped-up basis avoids imposition of both estate taxes and income taxes on the
increased value of the property when it was sold by the heirs.
In 2001, Congress passed legislation which provided for a gradual phase-out of the
federal estate tax. Among a number of other provisions, the Economic Growth and Tax Relief
Reconciliation Act of 2001, Pub. L. No. 107-16, 115 Stat. 38 (2001) (“EGTRRA”), phased out
federal estate taxes, with their complete elimination at the end of 2009. EGTRRA § 511.
In an evident effort to avoid the windfall to heirs that the stepped-up basis provision of
Section 1014 would otherwise provide, following repeal of the federal estate tax EGTRRA also
provided that Section 1014 would not apply to the estates of people who died after 2009.
EGTRRA § 541. Instead, Congress enacted a new Section 1022 of the Internal Revenue Code,
which provided that that transferees of property of decedents dying after 2009 would have a
basis in the property equal to “the lesser of—(A) the adjusted basis of the decedent, or (B) the
1
This appeal arises from the district court’s decisions on the parties’ cross-motions for summary judgment. Because
the underlying facts are undisputed, the parties submitted a joint stipulation of facts to the district court. Paragraph 4
of the stipulation states that the Estate sold the Chino property for $16,318,909. Paragraph 5 of the stipulation
indicates that the “total sales price” was $16,339,000. We have used the latter figure because it is the figure that the
Estate used when computing its federal income tax liability. The slight difference in these figures is irrelevant to the
legal question presented by this appeal.
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fair market value of the property at the date of the decedent’s death.” EGTRRA § 542(a)(2). The
basis defined in Section 1022 is referred to as the “modified carryover basis.”
In 2010, Congress passed the Tax Relief, Unemployment Insurance Reauthorization, and
Job Creation Act of 2010, Pub. L. No. 111-312, 124 Stat. 3296 (2010) (“TRUIRJCA”). Two
sections of this omnibus legislation are germane to this appeal.
Section 301(a) of TRUIRJCA provided that “[e]ach provision of law amended by subtitle
A or E of title V of [EGTRRA] is amended to read as such provision would read if such subtitle
had never been enacted.” The statutes repealing the federal estate tax and the new Section 1022
were both located in Subtitle A of Title V of EGTRRA. EGTRRA § 1(c).
Section 301(c) of TRUIRJCA created a unique option for estates of decedents dying in
2010, as was the case with Ms. Stahl, providing:
Notwithstanding subsection (a), in the case of an estate of a decedent
dying after December 31, 2009, and before January 1, 2011, the executor (within
the meaning of section 2203 of the Internal Revenue Code of 1986) may elect to
apply such Code as though the amendments made by subsection (a) do not apply
with respect to chapter 11 of such Code and with respect to property acquired or
passing from such decedent (within the meaning of section 1014(b) of such
Code). Such election shall be made at such time and in such manner as the
Secretary of the Treasury or the Secretary's delegate shall provide. Such an
election once made shall be revocable only with the consent of the Secretary of
the Treasury or the Secretary's delegate. For purposes of section 2652(a)(1) of
such Code, the determination of whether any property is subject to the tax
imposed by such chapter 11 shall be made without regard to any election made
under this subsection.
TRUIRJCA § 301(c). Although drafted in the nearly impenetrable prose that seems to be the
hallmark of federal legislation, the effect of Section 301(c) can be stated in comparatively simple
terms. Despite TRUIRJCA’s reinstatement of the federal estate tax, Section 301(c) permitted
executors of estates of people dying in 2010 to elect not to pay the federal estate tax. In the event
that an executor made this election, for income tax purposes, gains from the sale of the
decedent’s property are measured by the modified carryover basis provided by Section 1022
rather than the stepped-up basis provided by Section 1014. The effect was to permit the estates of
2010 decedents to elect to pay federal income taxes in lieu of estate taxes (“the 1022 Election”).
The Estate made the 1022 Election. Thus, following the sale of the Chino property, in its
2012 federal income tax return, the Estate calculated its income tax liability based upon a
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modified carryover basis of $1,457,341 and a sales price of $16,339,000. This resulted in a
taxable gain of $14,881,659 from the sale.
The Estate also filed an Idaho income tax return for 2012. When it did so, the Estate
initially used the same modified carryover basis for the Chino property as it had for its federal
income tax return. The Estate computed its state tax liability as $1,029,107, which the Estate
paid. The Commission processed the Estate’s 2012 Idaho income tax return and determined that
the Estate had incorrectly computed a credit for taxes paid to other states. The Commission
adjusted that credit and issued a Notice of Deficiency Determination (“NODD”) in July of 2013.
The NODD identified a deficiency of $20,629 for tax year 2012.
The Estate protested the NODD and filed an amended 2012 Idaho income tax return. In
the amended Idaho return, the Estate computed the gain from the sale of the Chino property
using a stepped-up basis of $16,000,000 rather than the earlier modified carryover basis of
$1,457,341. The amended Idaho return was accompanied by a “sample recomputed” federal
income tax return. 2 Schedule D to the recomputed federal tax return showed a sales price of
$16,318,909 and a stepped-up basis of $16,000,000. The Estate’s amended state income tax
return identified a taxable gain of $318,909 from the sale of the Chino property, $14,562,750 less
than originally reported. Based upon the use of the stepped-up basis, the Estate sought a refund
of $1,026,435 of its earlier payment.
In November of 2013, the Commission issued a second NODD denying the Estate’s
claim for a refund. In October of 2014, the Commission issued a decision upholding the earlier
$20,629 tax assessment and denying the Estate’s refund claim.
On December 30, 2014, the Estate deposited $21,732 with the Commission to satisfy the
$20,629 deficiency, penalty and interest. On January 6, 2015, the Estate filed its complaint with
the district court seeking a judgment directing the Commission to refund the deposit and its
claimed overpayment of $1,026,435 in state income taxes for 2012, plus accrued interest. The
Estate’s theory underlying its claim for refund is relatively straightforward: Idaho taxable income
for 2012 is to be determined pursuant to the Internal Revenue Code of 1986, as amended, and in
effect on January 1, 2012; Section 301(a) of TRUIRJCA repealed the modified carryover basis
2
The “sample recomputed” federal return was evidently created in order to comply with the requirement that the
state return be accompanied by “a complete copy of the federal income tax return including all forms, schedules and
attachments.” IDAPA 35.01.01.800.02. There is no indication that the Estate amended its federal income tax return
for 2012.
4
provisions of Section 1022; and thus, despite its exercise of the 1022 Election, the Estate was
entitled to use the stepped-up basis provided by Section 1014.
The parties filed cross-motions for summary judgment. The district court granted
summary judgment to the Commission. The Estate moved for reconsideration. The district court
then issued a memorandum decision denying the Estate’s motion for reconsideration, albeit using
different reasoning. The Estate timely appealed.
II. STANDARD OF REVIEW
Our standard of review is well-established:
“When this Court reviews a district court’s decision on summary
judgment, it employs the same standard as that properly employed by the trial
court when originally ruling on the motion.” Kolln v. Saint Luke’s Regl. Med.
Ctr., 130 Idaho 323, 327, 940 P.2d 1142, 1146 (1997). “The judgment sought
shall be rendered forthwith if the pleadings, depositions, and admissions on file,
together with the affidavits, if any, show that there is no genuine issue as to any
material facts and that the moving party is entitled to a judgment as a matter of
law.” I.R.C.P. 56(c) (repealed effective July 1, 2016). . . . “If there is no genuine
issue of material fact, only a question of law remains, over which this Court
exercises free review.” [Kiebert v. Goss, 144 Idaho 225, 227, 159 P.3d 862, 864
(2007)].
Greenfield v. Smith, 162 Idaho 246, 249, 395 P.3d 1279, 1282 (2017). “Statutory interpretation is
a question of law over which this Court exercises free review.” Carrillo v. Boise Tire Co., 152
Idaho 741, 748, 274 P.3d 1256, 1263 (2012). When a question before this Court requires
statutory interpretation, we apply the following principles:
The objective of statutory interpretation is to derive the intent of the legislative
body that adopted the act. Statutory interpretation begins with the literal language
of the statute. Provisions should not be read in isolation, but must be interpreted in
the context of the entire document. The statute should be considered as a whole,
and words should be given their plain, usual, and ordinary meanings. It should be
noted that the Court must give effect to all the words and provisions of the statute
so that none will be void, superfluous, or redundant. When the statutory language
is unambiguous, the clearly expressed intent of the legislative body must be given
effect, and the Court need not consider rules of statutory construction.
State v. Schulz, 151 Idaho 863, 866, 264 P.3d 970, 973 (2011) (quoting Farber v. Idaho State
Ins. Fund, 147 Idaho 307, 310, 208 P.3d 289, 292 (2009) (internal citations omitted)).
III. ANALYSIS
As noted earlier, the parties agree as to the underlying facts. Thus, this appeal presents a
pure question of statutory interpretation. That question is whether Section 1022 was part of “the
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Internal Revenue Code of 1986 of the United States, as amended, and in effect on the first day of
January 2012,” despite its apparent repeal by Section 301(a) of TRUIRJCA. The Estate contends
that the district court erred in its initial determination that Section 1022 was part of the Internal
Revenue Code on January 1, 2012, and subsequently erred when deciding the Estate’s motion for
reconsideration by holding that Section 301(c) of TRUIRJCA applied to the Estate under the
Idaho Income Tax Act. Because we find that the district court’s original determination was
correct, we do not reach the arguments that the Estate advances in support of its claim that the
district court erred when deciding its motion for reconsideration.
A. Section 1022 was part of “the Internal Revenue Code of 1986 of the United States, as
amended, and in effect on the first day of January 2012.”
The Idaho Income Tax Act provides for the taxation of “taxable income.” “The term
‘taxable income’ means federal taxable income as determined under the Internal Revenue Code.”
I.C. § 63-3011B. For tax year 2012, the Idaho Income Tax Act defined the Internal Revenue
Code as follows:
(a) The term “Internal Revenue Code” means the Internal Revenue Code of 1986
of the United States, as amended, and in effect on the first day of January 2012.
(b) Provisions of the Internal Revenue Code amended, deleted, or added prior to
the effective date of the latest amendment to this section shall be applicable for
Idaho income tax purposes on the effective date provided for such amendments,
deletions, or additions, including retroactive provisions.
I.C. § 63-3004 (2012). 3
The Estate’s position in this appeal rests upon its contention that Section 301(a) of
TRUIRJCA repealed Section 1022 of the Internal Revenue Code. Building from this premise, the
Estate argues that because Section 1022 was not part of the statutory text of the Internal Revenue
Code “as amended, and in effect on the first day of January 2012,” it was not incorporated into
the Idaho Income Tax Act by Idaho Code section 63-3004.
Section 301(a) of TRUIRJCA provides:
(a) IN GENERAL.—Each provision of law amended by subtitle A or E of title V
of the Economic Growth and Tax Relief Reconciliation Act of 2001 is amended
to read as such provision would read if such subtitle had never been enacted.
3
Idaho Code section 63-3004 is amended each year to define “Internal Revenue Code” as the “the Internal Revenue
Code of 1986 of the United States, as amended, and in effect on the first day of January” of that year. See e.g., 2017
Idaho Sess. L. ch.5, § 1, p. 17, effective retroactive to January 1, 2017 (amending § 63-3004(a) to read “2017”).
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TRUIRJCA § 301(a) (emphasis added). The Estate contends that this provision operates such
that “[Section 1014] was reinstated and [Section 1022], having been added to the Internal
Revenue code by EGTRRA, was expressly and retroactively repealed from the IRC [Internal
Revenue Code of 1986, as amended and in effect on the first day of January 2012].” In support
of this argument, the Estate continues:
A review of the IRC as published at Title 26 in the United States Code
Annotated (“U.S.C.A.”) (West) conclusively confirms that TRUIRJCA § 301(a)
repealed § 1022 from the IRC in its entirety effective December 17, 2010. The
notation in the U.S.C.A. volume states, Ҥ 1022. Repealed. Pub. L. 111-312, Title
III, § 301(a), Dec. 17, 2010, 124 Stat. 3300 Effective: December 17, 2010.”
(Emphasis added). Furthermore, the text of Title 26 as set forth in the U.S.C.A.
does not suggest that Repealed § 1022 was repealed for some taxpayers but not
others. Therefore, as of January 1, 2012, Repealed § 1022 did not exist as a
section of the IRC with respect to any taxpayer.
The sections of Title 26 are identical to the sections of the IRC. See 1
U.S.C. § 204 (note) (entitled “Title 26, Internal Revenue Code.”).
(emphasis in original).
We first note that the United States Code Annotated, while generally reliable, is
published by a private company. We are not persuaded that this private publication “conclusively
confirms” the effect of Section 301(a) of TRUIRJCA. Rather, we consider it our duty to
ascertain the meaning and effect of the statute.
The plain language of Section 301(a) does not explicitly repeal Section 1022. Certainly,
Congress knows how to unambiguously repeal statutes. See e.g. Chem. Mfrs. Ass’n v. Envtl.
Prot. Agency, 673 F.2d 507, 513 n.13 (D.C. Cir. 1982). There is a significant distinction between
an “express repeal” and “implied repeal” of federal statutes. “An express repeal requires that
Congress overtly state with specificity that the subsequent statute repeals a portion of the former
statute.” Gallenstein v. United States, 975 F.2d 286, 290 (6th Cir. 1992). “The intention of the
legislature to repeal must be ‘clear and manifest.’ ” United States v. Borden Co., 308 U.S. 188,
198, (1939) (quoting Town of Red Rock v. Henry, 106 U.S. 596, 602 (1883)). As the Estate
recognizes, “Congress utilizes a clearly defined ‘stated means’ for denoting enactments that
amend the [Internal Revenue Code]” and “when Congress intends to modify the [Internal
Revenue Code’s] statutory text it does so explicitly and unambiguously.” Indeed, Section 1(b) of
TRUIRJCA addresses which of its provisions amend the Internal Revenue Code:
AMENDMENT OF 1986 CODE.--Except as otherwise expressly
provided, whenever in this Act an amendment or repeal is expressed in terms of
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an amendment to, or repeal of, a section or other provision, the reference shall be
considered to be made to a section or other provision of the Internal Revenue
Code of 1986.
(emphasis added). Thus, we consider whether the language of Section 301(a), providing that
Section 1022 was “amended to read as such provision would read if such subtitle had never been
enacted,” constitutes an implied repeal of Section 1022. We conclude that it does not.
Section 301(a) essentially directs a reader of Section 1022 to see nothing; that is, one is
directed to read Section 1022 as if no words appear therein. However, Congress made it clear
that one is not always required to blind oneself to that which was written in Section 1022.
Section 301(c) of TRUIRJCA provides an exception to the mandate of Section 301(a) in cases
where an estate has made the 1022 Election. TRUIRJCA section 301(c) provides:
(c) SPECIAL ELECTION WITH RESPECT TO ESTATES OF
DECEDENTS DYING IN 2010.—Notwithstanding subsection (a), in the case of
an estate of a decedent dying after December 31, 2009, and before January 1,
2011, the executor (within the meaning of section 2203 of the Internal Revenue
Code of 1986) may elect to apply such Code as though the amendments made by
subsection (a) do not apply with respect to chapter 11 of such Code [providing
for the estate tax] and with respect to property acquired or passing from such
decedent (within the meaning of section 1014(b) of such Code).
(emphasis added). Thus, executors who make the 1022 Election permitted by Section 301(c)
utilize Section 1022 when computing their federal income tax liability. As the Internal Revenue
Service explains:
Subtitle A of title V of the Economic Growth and Tax Relief
Reconciliation Act of 2001, P.L. 107-16 (EGTRRA) enacted section 2210, which
made chapter 11 (the estate tax) inapplicable to the estate of any decedent who
died in 2010 and chapter 13 (the GST tax) inapplicable to generation-skipping
transfers made in 2010. On December 17, 2010, TRUIRJCA became law, and
section 301(a) of TRUIRJCA retroactively reinstated the estate and GST taxes.
However, section 301(c) of TRUIRJCA allows the executor of the estate of a
decedent who died in 2010 to elect to apply the Internal Revenue Code (IRC) as
though section 301(a) of TRUIRJCA did not apply with respect to chapter 11 and
with respect to property acquired or passing from the decedent (within the
meaning of section 1014(b)). Thus, section 301(c) of TRUIRJCA allows the
executor of the estate of a decedent who died in 2010 to elect not to have the
provisions of chapter 11 apply to the decedent’s estate, but rather, to have the
provisions of section 1022 apply (Section 1022 Election).
Method for Making Election to Apply Carryover Basis Treatment under Section 1022 to the
Estates of Decedents who Died in 2010 and Rules Applicable to Inter Vivos and Testamentary
8
Generation–Skipping Transfers in 2010, Internal Revenue Bulletin: 2011-35, Notice 2011-66,
August 29, 2011 (emphasis added).
In effect, Section 301(c) is the legislative equivalent of a magician’s illusion: it seems to
cause Section 1022 to disappear, even though Section 1022 reappears if an executor makes the
1022 Election authorized by Section 301(c). Indeed, the Estate concedes that “the basis
calculation method provided by repealed § 1022 was ‘in effect’ with respect to the Estate for
federal income tax purposes;” however, the Estate contends that “§ 1022 itself was not in effect
as part of the Internal Revenue Code on January 1, 2012 because . . . TRUIRJCA totally and
completely repealed it.”
In support of this argument, the Estate attempts to analogize this case to 1995 Idaho
Attorney General Opinion 95-2. A review of Opinion 95-2 shows that the situations are not
analogous. In Opinion 95-2, the Attorney General concluded that a tax bill signed into law on
April 11, 1995, with retroactive application to taxpayers for the 1994 tax year was not
incorporated into the Idaho Income Tax Act because it was not part of the Internal Revenue Code
“as amended, and in effect on the first day of January 1995” pursuant to Idaho Code section 63-
3004. This is a reasonable conclusion because, while the tax bill may have had retroactive
application, it was not signed into law until after the amendment to Idaho Code section 63-3004
had taken effect on the first day of January 1995.
The situation here is not similar. TRUIRJCA was signed into law in 2010. Prior to
TRUIRJCA’s enactment, executors of decedents’ estates were required to apply Section 1022
and, after TRUIRJCA’s enactment, executors of decedents’ estates who passed away in 2010
could utilize Section 1014 or elect to utilize Section 1022 as permitted by Section 301(c). There
was no point in time where Section 1022 was not part of the Internal Revenue Code.
The Estate further contends that Section 301(c) is simply an “off-code” (i.e., not part of
the Internal Revenue Code) provision which Congress used to “apply the basis calculation
formula of Repealed § 1022 to the assets of estates making the Public Law Election” rather than
Section 1022 itself. The Estate’s arguments are not supported by the text of the statutes.
TRUIRJCA makes no reference to a “basis calculation formula”; rather, it provides that
executors of estates making the 1022 Election may “apply” Section 1022 of the Internal Revenue
Code. As the district court wrote:
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That the Estate made the Section 1022 Election under an “off-code”
provision does not mean, however, that the “off-code” provision itself is the
mechanism for determining the Estate’s federal taxable income. To the contrary,
the “off-code” provision at issue here directs electing taxpayers, like the Estate, to
the Internal Revenue Code provision—Section 1022—that must be applied in
determining basis and, by extension, federal taxable income. Thus, the Estate has
no way around the conclusion that Section 1022 was “in effect on the first day of
January 2012,” as that phrase is used in I.C. § 63-3004, with respect to the Estate.
That Section 1022 was “in effect” with respect to the Estate at that time is clear as
a matter of federal law . . . .
Although not a basis for our decision, we observe that our conclusion is consistent with
the clearly expressed intent of the Idaho Legislature. Idaho Code section 63-3002 of the Idaho
Income Tax Act provides:
It is the intent of the legislature by the adoption of this act, insofar as
possible to make the provisions of the Idaho act identical to the provisions of the
Federal Internal Revenue Code relating to the measurement of taxable income, to
the end that the taxable income reported each taxable year by a taxpayer to the
internal revenue service shall be the identical sum reported to this state, subject
only to modifications contained in the Idaho law; to achieve this result by the
application of the various provisions of the Federal Internal Revenue Code
relating to the definition of income, exceptions therefrom, deductions (personal
and otherwise), accounting methods, taxation of trusts, estates, partnerships and
corporations, basis and other pertinent provisions to gross income as defined
therein, resulting in an amount called “taxable income” in the Internal Revenue
Code, and then to impose the provisions of this act thereon to derive a sum called
“Idaho taxable income”; to impose a tax on residents of this state measured by
Idaho taxable income wherever derived and on the Idaho taxable income of
nonresidents which is the result of activity within or derived from sources within
this state. All of the foregoing is subject to modifications in Idaho law including,
without limitation, modifications applicable to unitary groups of corporations,
which include corporations incorporated outside the United States.
I.C. § 63-3002 (emphasis added). “Idaho taxable income is the same as federal taxable income,
except that it is ‘adjusted’ according to the subsections of I.C. § 63–3022.” Potlatch Corp. v.
Idaho State Tax Comm’n, 128 Idaho 387, 389, 913 P.2d 1157, 1159 (1996).
In summary, we hold that Section 1022 was part of “the Internal Revenue Code of 1986
of the United States, as amended, and in effect on the first day of January 2012” and was thereby
incorporated into the Idaho Income Tax Act for tax year 2012 pursuant to Idaho Code section 63-
3004. Based upon this determination, we do not consider the Estate’s claim that the district court
erred in evaluating its motion for reconsideration. We affirm the judgment of the district court.
B. The Estate is not entitled to attorney fees and costs on appeal.
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The Estate requests an award of attorney fees and costs on appeal pursuant to Idaho Code
section 63-3049(d) and Idaho Appellate Rules 40 and 41. The Commission does not request
attorney fees on appeal. The Estate is not the prevailing party on appeal and is thus not entitled to
an award of attorney fees.
IV. CONCLUSION
We affirm the judgment of the district court. Costs to the Commission.
Chief Justice BURDICK and Justices EISMANN, JONES and BRODY, CONCUR.
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