Zucker v. FDIC (In Re Bankunited Financial Corp.), 498 F.3d 1100

Holding Company (BankUnited Financial Corp.) files a consolidated tax return for itself and BankUnited FSB (the Bank) under TSA.
TSA provides that Bank pays taxes; refunds are allocated to Group members by the Holding Company and Bank.
IRS refunds for 2007 ($5,566,878) and 2008 ($42,552,226) were sent to the Holding Company after a bankruptcy petition.
Holding Company retained the refunds in its bankruptcy estate, instead of distributing them to FDIC as receiver.
FDIC claimed entitlement to refunds to distribute to Group members; bankruptcy court held refunds assets of estate.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Are the tax refunds assets of the bankruptcy estate?	Holding Company argued refunds belong to estate.	FDIC argued refunds are assets of FDIC receivership.	Refunds are not assets of the bankruptcy estate.
Does the TSA require forwarding refunds to the Bank for distribution?	Holding Company implied to forward refunds to Bank; ambiguity exists.	Bank must receive and distribute refunds to Group members.	Holding Company must forward refunds to the Bank for distribution.
What governs allocation of refunds under the TSA when ambiguities exist?	Delaware law governs contract interpretation; intentional distribution via escrow.	At odds, but TSA intent shows refunds belong to Bank for Group distribution.	Delaware contract interpretation confirms intended pass-through to Bank and Group.
Does the relationship create a debtor-creditor arrangement or escrow-like asset transfer?	Holding Company indebtedness to Bank if refunds retained.	No debtor-creditor relation; refunds held for Bank and Group as escrow.	Relationship is escrow-like; not a debtor-creditor arrangement.

In re Rob Richards Chrysler-Plymouth Corp., 473 F.2d 262 (9th Cir. 1973) (IRS treatment of refunds as procedural agent rights)
Rohner v. Niemann, 380 A.2d 549 (Del. 1977) (intent of parties inferred from surrounding circumstances)