28 F.4th 936
9th Cir.2022Background
- SNJ Limited filed partnership returns for 2006 and 2008 (unsigned returns submitted later listed a Troon, NV address).
- The IRS mailed Notices of Final Partnership Administrative Adjustment (FPAAs) on November 1, 2017 to two addresses: Troon Dr., Henderson, NV and S. Eastern Ave., Las Vegas, NV; additional mailings followed in Dec 2017, Feb 2018, and March 6, 2018. The 2018 FPAAs corrected the partnership name on schedules but were otherwise materially the same.
- Appellants (Ritchie Stevens and Julie Keene-Stevens) filed a Tax Court petition on June 7, 2018 attaching the March 6, 2018 FPAA and sought redetermination of partnership items.
- The Tax Court dismissed for lack of jurisdiction as untimely: the petition was filed more than 150 days after the November 1, 2017 FPAA mailed to the tax matters partner (TMP).
- Appellants argued the 2017 FPAAs were invalid (wrong addresses, prematurely mailed because of a prior August 1 letter, and superseded by the 2018 FPAAs), and on appeal contended the §6226 filing deadline is nonjurisdictional and subject to equitable tolling.
- The Ninth Circuit affirmed: the November 1, 2017 FPAAs were valid; the 2018 FPAAs were invalid; and the §6226 filing deadline is jurisdictional and not equitably tolled.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of FPAAs mailed to Troon address | Troon address was outdated; notices to that address were invalid | Appellants listed Troon on partnership returns (unsigned) and their petition asserted legal residence there; IRS may rely on return info | FPAA mailings to Troon were valid; use of unsigned-return info was permitted for mailing purposes |
| FPAA addressed to Eastern address generically to "TMP" | Generic address to TMP at Eastern (a medical facility) failed to give adequate notice without a named person | Section 6223 does not require naming the TMP; appellants used Eastern address in other filings; IRS can use other records | Generic FPAA to TMP at Eastern provided adequate notice (Chomp principle applied) |
| August 1, 2017 letter — did it trigger 120/270‑day waiting period? | August 1 letter started the statutory waiting period, so Nov 1 FPAA was premature and void | August 1 letter was a cover/summary report request for closing conference, not a notice of beginning of administrative proceedings under §6223(d)(1) | August 1 letter was not a notice of beginning administrative proceedings; November 1 FPAA did not violate the waiting period |
| Multiple FPAAs / §6223(f): does issuance of 2018 FPAA supersede/invalidate 2017 FPAA? | Issuance of a later FPAA shows the earlier FPAA was invalid or superseded | Sending a second FPAA does not by itself prove fraud, malfeasance, or material misrepresentation required to invalidate the first FPAA | Second FPAA was improper but does not automatically void the first; only the 2017 FPAA was valid (relying on Wise Guys Holdings) |
| Jurisdictional nature of §6226 filing deadline and equitable tolling | Deadline is nonjurisdictional; equitable tolling should apply | §6226(f) links filing "in accordance with this section" to the court's jurisdiction; time limits therefore jurisdictional | §6226 filing deadline is jurisdictional; equitable tolling unavailable (court reaches issue despite forfeiture) |
Key Cases Cited
- Chomp Assocs. v. Comm’r, 91 T.C. 1069 (1988) (holding FPAA need not name a specific TMP; minimal notice standard satisfied by FPAA to TMP)
- Wise Guys Holdings, LLC v. Comm’r, 140 T.C. 193 (2013) (second FPAA may be invalid but its issuance does not automatically negate a prior valid FPAA absent fraud/malfeasance)
- A.I.M. Controls, L.L.C. v. Comm’r, 672 F.3d 390 (5th Cir. 2012) (interpretation that §6226’s time limits reflect congressional intent to make them jurisdictional)
- Dolan v. United States, 560 U.S. 605 (2010) (jurisdictional deadlines are absolute and not subject to equitable tolling)
- Woods v. United States, 571 U.S. 31 (2013) (discussing role of tax matters partner in partnership-level proceedings)