*1 382 496 Mich 382
FORD MOTOR COMPANYv DEPARTMENTOF TREASURY (Calendar 1). 2, Argued April Docket No. 146962. 2014 No. Decided 26, June 2014. Company brought Ford Motor an action the of Court Claims against Department seeking of of taxes it protest had under after defendant had determined that voluntary employees’beneficiary made to the contributions asso- (VEBA) plaintiff ciation trust fund had established were taxable repealed Single (SBTA), now Business Tax Act seq. Claims, Manderfield, J., 208.1 et of The Court Paula J. M. rejected plaintiffs claim that the VEBA contributions were not granted summary disposition taxable under the SBTA and to appealed Appeals, PJ., defendant. Plaintiff and the Court of Zahra, JJ., reversed, holding and M. and J. Whitbeck Kelly, VEBA were contributions not taxable under the SBTA.288 Mich (2010). App Supreme applica- The denied Court defendant’s (2011). appeal. for leave to Plaintiff filed a tion Appeals’ motion of Court Claims to enforce the Court judgment. decided, Treasury Before the motion was calculated plaintiff million, that it owed $15 than $17 rather million that plaintiff due, plaintiff. claimed was and $15 remitted million to approximate $2 The million difference resulted in from the parties’ disagreement regarding plaintiff the date that filed its triggering claim a thus interest accumulation on the agreed parties overpayment refund under MCL 205.30. The began accruing days plaintiff interest after date that provided adequate notice of a claim refund overpayment, argued September but overpayment correct date calculate the amount of days interest responded because it was 45 after Treasury’s Letter, 2005 Audit Determination while the Treasury argued provided adequate had not notice 13, 2006, complaint until December when it filed its initial in plaintiffs favor, Court of The Claims. Court of Claims ruled in pay overpayment interest, ordered additional and attorney plaintiff. directed the costs and fees to Treasury appealed, reconsideration, unpub- The and after in an opinion (Docket per February 26, lished curiam issued No. Co v Ford Motor EJ., Fitzgerald 306820), Appeals, and the Court of Whitbeck, JJ., on the calculation reversed trial court Beckering, fees, interest, attorney overpayment vacated award trial court for further consideration remanded to the asking appeal, attorney Supreme granted leave Court fees. *2 interest parties the calculation of issues related to the to address (2013). Mich 861 the refund. 495 on joined by opinion hy Justices In an Justice Cavanagh, Kelly, Zahra, held,-. Supreme the Court McCormack, under trigger on a tax refund the accrual of interest In order to disputed tax, 205.30, make a claim taxpayer must the a MCL petition. Although refund, a petition or and file the claim or form, clearly petition any specific must not it claim or need take demand, payments right a a refund of tax request, assert to or Treasury taxpayer are Department that the asserts to made the petition, Additionally, a in file the claim or not due. order to Treasury manner taxpayer the to the in a must submit claim adequate Treasury provide the with notice to sufficient 25, plaintiffs August taxpayer’s letter to the Because 2006 claim. requirements 205.30, pursuant Treasury all the of MCL satisfied days began accruing 205.30(3), the 45 interest on refund to MCL later, on 2006. October 205.30(1), Treasury must or refund 1. the credit Under MCL 205.30(2) erroneously awhat taxes collected. MCL establishes taxpayer paid must a the amount who a tax do to obtain refund of refund, Therefore, taxpayer paid. a must first in order to seek a tax have the tax at issue. taxpayer’s petition a under MCL 2. A claim or for refund 205.30(2) clearly any long specific as it take form need not Treasury requests payments or return tax demands Act does not were not due. Revenue the asserts 205.30; however, “claim” as in MCL the define or used dictionary terms indicated that relevant definitions of these demand, right only existing request, assert an to must refund. the 205.30(3), only must “added to the 3. Under MCL interest be days commencing the 45 after the claim is filed.” While “filed,” dictionary not the relevant Revenue Act does define that, taxpayer’s claim for indicated order for definitions 205.30(3), 45-day waiting period in the MCL refund to the Treasury in order have submitted the claim Treasury notify the it was inform or believed to interpretation with the This was consistent entitled a refund. 45-day waiting purpose period between submission 384 Mich petition claim or and the start of interest accumulation on the refund, Treasury investigate which was to allow validity claim a refund and determine its before accumulating. begins give legis- interest In order to effect to the regarding 45-day waiting period, lative intent claim, permitted investigate and, must be in order to claim, investigate adequate must have notice of it. expression disagreement Treasury’s 4. Plaintiffs August 3, audit determination letter was not sufficient to petition money constitute a claim or refund of associated for, request with that determination because was not demand for, right requires. of a assertion 205.30 Likewise, plaintiffs request November for an informal petition conference did constitute claim or request for refund 205.30 because the did not include a demand or for or assertion of a ato refund. However, plaintiffs August 2006 letter to the did constitute a claim or for refund under MCL 205.30 because, by referring expressing plaintiffs to MCL 205.22 in legal law, decision to institute formal action a court of claiming letter indicated a refund as contem-
plated by MCL 205.22. *3 August 25, Treasury 5. Plaintiffs 2006 letter the satisfied requirement petition the the claim or for refund of the Treasury and, amount filed be because was mailed Treasury’s responsive 15, evidenced September the letter dated Accordingly, requirements the received it. all the of August 25, MCL pursuant 205.30 were satisfied on and 205.30(3), began accruing days interest on the refund later, on October 2006. Reversed and remanded to trial court for further consider- attorney-fee ation of the issue. joined by Justice Young Chief Justice and Justice Makkman, concurring part dissenting part, agreed and in with Viviano, majority opinion, Part III of the which held that in order to trigger overpayment 205.30, the accrual of interest under MCL pay disputed tax, petition a must amake claim or refund, petition. file for the claim or He dissented from majority’s plaintiff’s August 25, conclusion in Part IV that Department 2006 letter of satisfied the statu- tory requirements 205.30, of MCL because it nowhere made a petition any right claim or for to a refund. He noted that considering the letter’s invocation MCL 205.22 to constitute Treasury Dep’t Motor Co v Ford Opinion op the Court provision’s refund, majority had conflated that a claim pay requirements the tax first separate two appeal, protest a refund and then claim rendering claim of a thereby requirement that there be a meaningless. result of have affirmed the He would Appeals did not and held that Court complaint, actually until it filed requirements of MCL 205.30 on in the of Claims a claim for a Court included which 13, 2006. December — — — or Petition of Interest Claim Tax Refunds Accrual Taxation Refund. trigger interest on a tax refund under the accrual of In order to disputed tax; 205.30, make a claim or must demands, clearly requests, or asserts petition for a refund that Department payments made to the to a refund due; claim are not and file the asserts provide sufficient to in manner that is adequate notice claim. Stone, Miller, (by PLC Loren Canfield, Paddock and Hudson), Paul M. W. D. Taylor, Opper, Clifford plaintiff. Lindstrom, Schuette, General, Aaron D. Attorney
Bill General, B. Assistant Hodges, Solicitor and Matthew General, for defendant. Attorney Curiae: Amicus Michigan, for the State Bar of Kaploe
Evan H. Section. Taxation case, J. In we determine what this CAVANAGH, 205.30 of the must take under MCL
actions on a tax accrual of interest trigger Revenue Act to accrual of refund. We hold order *4 requires of the statute interest, plain language tax, make a “claim” disputed to claim or “file” the or “petition” petition. Although a “claim”or not take need any specific clearly request, form, demand, it must payments assert a refund of to tax made to the Treasury Department asserts are Additionally, not due. petition, order “file” the claim or must submit the claim to the provide in a manner sufficient to adequate with notice claim.
I. AND FACTS PROCEDURAL HISTORY began dispute parties This case as a between the regarding whether owed under the now (SBTA) repealed Single Business Tax Act related to Voluntary Employees’ contributions to its (VEBA) Beneficiary Association trust fund through 2001. 3, 2005,
On sent Audit informing Determination Letter that the Trea- sury had determined that the VEBAcontributions were day,plaintiff and, taxable the SBTA on same checking returned the letter after indicating plaintiff “disagrees box on the letter with this determination.”1 Audit The Determination incorporated Report Findings pre- Letter the Audit August 3, 2005 Audit Determination Letter stated: Michigan Department Treasury!,] Audit Determination Let- ter!,] Single Tax!,] Taxpayer Business Name: FORD MOTOR COMPANY!,] 380549190!,] Determination!,] Account No. Audit $19,742,347!.] Audit Period: 12/30/01!.] Tax Net Due 12/09/97 1,641,958[.] Penalty 21,384,305!.] 0[.] Interest Total Amount Due subject approval by The above determination to final review and Michigan Department Treasury... Taxpayer_agrees disagrees _ this determination. with this determination... Rights!.] Appeal you disagree deficiency, please If with this wait you until tax, receive a notice of ‘intent assess’ additional penalty your then interest and file written *5 Dep’t Treasury Co v Ford Motor Opinion op the Court acknowledged that plain- which Treasury, pared the audit determination” “disagrees with tiff on contested issue.” hearing request “want[s] the Trea- plaintiff provided During process, the audit disputed of the amount of with detailed summaries sury year. tax each tax an infor- 17, 2005, requested plaintiff November
On
the deter-
Treasury regarding
mal conference with
taxable,
contributions were
that
the VEBA
mination
25, 2006,
sent
August
plaintiff
On
among other issues.
withdrawing plaintiffs request
Treasury
letter
that
conference, informing
for an informal
complaint
file
in the Court
intended to
plaintiff
Claims,
Treasury verify
requesting
unassigned
liability
was satisfied
disputed
Treasury.
with the
deposit
had on
plaintiff
funds
application
letter stated that
Plaintiffs
Treasury should
deposit
funds on
under MCL
“under
payment
protest”
be
as a
viewed
sent
15, 2006,
September
205.22. On
assessing
a Final
Determination letter
Audit
plaintiff
million
liability
plaintiff
approximately $20
a tax
single
plaintiff previously
business tax
greater than
owed
plaintiff
also stated that
paid.
On
deficiency
million in tax
interest.
approximately $2
informal
19, 2006,
informed the
plaintiff
September
withdrawing
request.
that it
conference division
was
filed
13, 2006,
complaint
On December
VEBA contribu-
asserting that the
the Court of Claims
the SBTA. That court
not taxable under
tions were
summary disposi-
rejected plaintiffs
granted
claim and
and the Court
Treasury.
appealed
tion
Plaintiff
reversed,
contributions
holding that the VEBA
Appeals
(within
days
receipt)
after
informal conference
for an
Treasury!.]
Michigan Department of
not taxable under the
were
SBTA. Ford Motor Co v
491;
288 Mich App
At a hearing, parties agreed that overpayment interest began accruing days 45 after date that plaintiff provided the Treasury with adequate notice of claima for refund of tax overpayment. Regarding the difference between plaintiffs claim that it was entitled to a million refund $17 rather than the $15 million refund that the provided, plaintiff argued that September 17, 2005, was the correct date to calculate of amount overpayment interest because was 45 days after responded Treasury’s to the 3, 2005 Letter, Audit Determination which plaintiff argued adequate constituted of notice a claim of refund. The argued that plaintiff did not provide adequate 13, notice until December when plaintiff filed its initial complaint and, the Court of Claims therefore, the correct date for calculating overpay- ment days interest 45 after December 2006. of Court Claims held in favor, ordered the Treasury to pay interest, additional overpayment and the Treasury directed to pay costs and attorney fees plaintiff. The Treasury appealed, after reconsid- Dep’t 389 Motor Co v Ford court on reversed the trial Appeals of eration, the Court interest, vacated overpayment calculation court fees, remanded to trial attorney award fees. Ford attorney consideration for further opinion per Treasury, unpublished Motor Co v February issued of Appeals, of the Court curiam 306820). (Docket appeal, leave to granted We No. 2013 issues related to address asking parties v Motor Co on the refund. Ford of interest calculation (2013). Mich 861 Treasury, 495 Dep’t of OF OF AND RULES II. STANDARD REVIEW STATUTORY INTERPRETATION Act. of the Revenue interpretation requires This case de are reviewed Questions statutory interpretation 237,245; 494 Mich Malpass Dep’t novo. v (2013). findings are trial court’s factual A NW2d Co, Bridge v error. Detroit Ambassador reviewed clear (2008). finding A factual 29, 35; NW2d 481 Mich court is left “only reviewing when the erroneous clearly firm that a mistake has the definite and conviction (citation omitted). Id. been made.” *7 statutes, is to primary “our task... interpreting When Legislature.” to the intent the give discern and effect 236; Ward, v 460 Mich Valley Sun Foods Co (citations omitted). (1999) accomplish To NW2d of the statute task, begin by examining language the we omitted). (citation “If of the statute language itself. Id. Legislature must have intended unambiguous, is be en- and the statute must meaning clearly expressed, omitted). (citation Id. forced as written.”
III. ANALYSIS er- established that proceedings Prior on contributions to its assessed tax roneously Opinion op the Court fund; thus, only VEBA trust issue today we consider is the actions a taxpayer take to accumulation of on a The Act, interest refund. Revenue seq., MCL 205.1 et governs refunds erroneously taxes. assessed MCL 205.30 Specifically, provides: (1) department The shall credit or refund ... taxes ... erroneously assessed and collected .. . with interest....
(2) A paid who tax that the claims may petition department is not due for refund of period amount within specified the time as statute 205.27a], in [MCL limitations If taxa return reflects overpayment... the declaration of that on fact the return department agrees constitutes claim for refund. If the valid, overpayment, penalties, claim the amount of and applied any interest liability shall be first known as provided excess, [MCL any, 205.30a] and the if shall be credited, refunded to the or at the request, against any subsequent current liability.... tax
(3)
department
certify
The
shall
refund to the state
disbursing authority
pay
who shall
the amount out of the
proceeds of the tax in
accounting
accordance with the
laws
of the
.
state. Interest .
. shall be added to the days
commencing 45
days
the claim is
or 45
after
after
filed
filing
date
return,
established
law for the
of the
whichever is later. Interest
intercepted
on refunds
applied
provided
[MCL
205.30a] shall
cease
interception.
date of
[Emphasis
...
added.][2]
Thus, the statutory language
that,
establishes
before
begins
interest
on a
accumulating
a tax-
payer
tax;
must:
disputed
make a “claim”
“petition;”
“file” the claim or petition.
Legislature
amended. MCL 205.30 in 2013 and 2014. 2013 PA
133;
Opinion op Court TAX PAY THE DISPUTED A. A TAXPAYER MUST statutory language provides that the “erroneously . collected.” . . refund taxes must credit or added). 205.30(1) Additionally, (emphasis MCL 205.30(2) “whopaid a tax” what establishes paid.” “of the amount to obtain must do Emphasis Therefore, makes clear the statute added. already in order seek a obvious: what the tax at issue. must first A FOR OR “CLAIM” REFUND B. A TAXPAYER MUST “PETITION” 205.30(2) pro- tax, If the “petition” taxpayer may make a vides that a Act define “claim” for refund. The Revenue does not used in MCL 205.30. There- or “claim” as Legislature presume intended for fore, we ordinary meaning. MCL have their 8.3a. the words to ordinary meaning determining To assist in dictionary. may words, Klooster relevant we consult City Charlevoix, 289, 304; 795 488 Mich NW2d v (2011) (citation omitted). Relevant definitions (1) “[t]o due; demand as one’s assert “claim” include: something “[a] to,” demand one’s right,” rightful The Ameri- due; affirmation one’s English Language: Heritage Dictionary New can esp. right,” CollegeEdition, as a “to ask for rightfully own,” one’s Merriam- “to assert to be (11th ed). Collegiate Dictionary also, See, Webster’s ed) (9th (defining Dictionary “claim” Black’s Law existing right; any right “[t]he assertion of remedy, payment equitable if contin- or to an even <spouse’s provisional gent claim to half winnings>” money, prop- lottery “[a] demand for erty, legal remedy which one asserts or a .”). right. .. 496 MICH
Because the word “petition”
is used as a verb
205.30(2),
within MCL
see The American Heritage
Dictionary
the English Language: New College
of
(explaining
Edition
that when
“petition”
used as a
verb,
it is
by
“[o]ften followed
for”),3
relevant
by
definitions include:
petition; request
“[t]o ask for
formally,”
Dictionary
The American Heritage
the En-
glish
New
Language:
College Edition, and
“to make a
SOLICIT
request;
to:
... to make a
:
esp to make
a formal written request,” Merriam-Webster’s Collegiate
(11th ed). See, also,
Dictionary
Muldavin v Dep’t of
184 Mich
Treasury,
222, 226;
App
Today, interpretation our of the statute reaffirm we Corp: a we that under MCL 205.30 in NSK conclude taxpayer a in form of a make a claim for can 205.30(2), specificallypermitted in return, “by separate request.” Corp, 481 Mich NSK at 884. considering Additionally, definitions of the relevant “petition,” a further conclude that “claim” and we specific taxpayer required make claim on a not to any specific or in manner order form other taxpayer only satisfy Rather, to MCL 205.30. a “assert[] “request” the refund or ... “demand” or existing example, right” For NSK to the refund. responded Treasury’s Corp, Audit by adding information to Determination Letter Treasury. returning it Because the form and explic- form, information combinedwith additional itly demanded a refund and interest on constituted a “claim” afor refund.5
Alternatively,
statutory
could
requirement by sending separate
letter to the Trea-
sury,
long
as the letter included the information
necessary
for,
constitute a definite demand
example,
for, or
assertion of
a refund. For
taxpayer in Lindsay
Sagar
Anderson
v Dep’t
Trust
App
129;
204 Mich
In summary, when the statute read as whole it is that, in clear order to 45-day waiting period before begins interest to accrue on a tax actually have paid issue; the tax at make a . . . “petition for” refund or “claim for refund” by demanding, requesting, or asserting to a tax payments that the taxpayer made to the Treasury return that the taxpayer due; asserts are not “file” the claim or petition submitting thereby providing adequate notice of the taxpayer’s claim for a refund.
IV APPLICATION Applying the above case, framework to this we must first determine when paid the plaintiff disputed tax, because plaintiff could not “claim” or “petition” for a refund until disputed after the tax paid. The record reflects that plaintiff kept unassigned deposit funds on with the and that plaintiff could assign those funds to its tax liabilities by directing the Treasury to apply specific funds to tax liabilities. As relevant to case, this the record reflects that had funds on deposit sufficient to the disputed liability tax no 31,2002, later than October and that the Treasury acknowledged directed the Trea- Treasury Dep’t vCo Ford Motor liability. In tax disputed those funds sury apply trial hearing, addition, during an October disputed had concluded *13 court 31, the 2002. Because than October liability no later evidence, record supported is trial court’s conclusion conviction that and firm not left with a definite we are the Therefore, plaintiff satisfied made. a mistake was the paying a obtaining first requirement refund — 31, 2002. tax —no later than October disputed made a Next, plaintiff we must determine whether that argues for a refund. Plaintiff “claim” or August 3, for refund on petition it made a claim or Treasury’s to Audit Determina- responded when indicating plaintiff that checking tion Letter box Specifically, plain- this with determination.” “disagrees disagreement on expression tiff contends that its August 3, with the other information coupled process, of the audit to the as result known Thus, the for refund.6 petition constitutes a claim or whether, with is considered context question when to expressing known information tax assessment Treasury’s with the disagreement for refund petition a claim or sufficient constitute determination. money associated with that no made with, dispute there is begin To deter- Treasury’s clear audit disagreement contri- taxability the VEBA regarding mination (1) argues had filed knew that Plaintiff due, stating did tax returns the amount of believed taxable, disagreed with the Trea treat the VEBA contributions taxable, sury’s contributions were had conclusion that VEBA liability. disputed previous payments made sufficient to cover letter, that, September Plaintiff also notes plaintiffs disagreement acknowledged the tax it was aware argument regarding VEBA contributions and en assessment and pursue legal couraged plaintiff to remedies. op Opinion the Court and that court subsequent proceedings
butions eventu- proved plaintiff ally Additionally, may correct. there be appeal seemingly logical some conclusion that a expresses disagreement who with tax assess- ment is likely also refund of funds disputed logical assessment. However may conclusion appear, statutory never- language theless requires taxpayer: more of á the taxpayer must make a claim or refund, which, we previously established, requires the explic- demand, itly request, right assert to a refund. Although expressing disagreement awith tax assess- ment may imply seek may expression disagreement alone is not a demand for, for, request assertion of a ato refund. Indeed, although we approached the issue from the opposite direction in NSK Corp because in that case the *14 Treasury determined taxpayer was entitled to refund, a we nevertheless reached the same conclusion. Specifically, we held that the 45-day waiting period before interest begins accrue on a tax refund is not triggered merely because is aware that the entitled to a Although refund. it is seem- ingly logical that a entitled ato refund will refund, indeed request that we nevertheless concluded that the statutory language requires something more: “separate request” must make a for the refund. Therefore, NSK 481 Mich at Corp, 884. if the Treasury’s knowledge actual a that taxpayer is entitled to a refund is not sufficient trigger 45-day waiting period 205.30(3), under MCL a taxpayer’s mere expres- disagreement sion of with a tax assessment cannot constitute a claim or a petition for refund sufficient to period. Rather, interest waiting request” must make “separate clearly demands, requests, right or asserts to a plain- refund. Because v Motor Co Ford response Audit Determina- tiffs request, demand, or make such a Letter did not tion refund under MCL assertion, it a “claim” for a was not 205.30. plain- parties whether asked the to address
We also request con- for an informal tiffs November peti- a claim or constituted ference Although request MCL 205.30. for refund under tion potentially constitute could for an informal conference statutory petition or for a claim request language request a demand or if includes right we conclude an assertion of a for or plaintiffs request for informal conference an request, demand, or did make such a this case assertion. request an informal
First, in the nowhere request, expressly plaintiff demand, did conference refund of the VEBA-contribution assert a to a request plaintiff paid. Rather, the for an tax that only expressed dis- informal conference Treasury’s agreement In audit. the result with request fact, for an informal conference stated [Treasury’s] working “will be with dispute.” There- audit team to narrow issues plaintiffs request informal conference fore, for an believed that to indicate seems negotia- disagreement be further could resolved parties than claim tions between the rather plaintiff’s Second, for refund. most material items” conference listed “the informal disagreed, included issues which which *15 plaintiff’s refund the basis for that do form Therefore, with its VEBA contributions. associated request ad- for an informal conference because plain- multiple issues, it indicate that did not dressed sought tiff a refund for the tax associated with the Rather, request VEBA contribution. for an infor- multiple mal conference listed of merely points dis- agreement. Accordingly, request we conclude that the an for a claim informal conference was not or petition for refund purposes MCL 205.30.
Next, we consider whether plaintiffs August 2006 letter constituted a claim or August 25, for refund under MCL 205.30. letter plaintiffs withdrew for an informal conference and informed the that plaintiff would file an action in the Court of Claims. The letter stated that plaintiffs prior payment the tax assess- ment associated with plaintiffs VEBA contributions “should be viewed as a payment protest under within the meaning of MCL 205.22.”
Although need not file lawsuit under 205.22 in order to make a or “petition” “claim” we conclude that the reference to statute this in August 25, 2006 letter constituted claim or petition for refund under MCL By 205.30. referring to MCL 205.22 in expressing plaintiffs decision to institute a formal legal law, action in court 2006 letter indicated was at time “claiming] a refund” distinctly contem- plated words, MCL 205.22.7 In other notifying Treasury that plaintiff would dispute resolve pursuant 205.22, Court Claims to MCL the August 25, 2006 letter asserted a to a refund by affirma- tively notifying Treasury that plaintiff was making 7 Specifically, 205.22(2), pursue appeal under MCL order Claims, plaintiff required Court tax, to “first including any applicable penalties interest, protest claim, 205.22(2) appeal.” (emphasis added). *16 Treasury Co v Ford Motor Opinion the Court refund.8 terms a “claim” itself MCL 205.22 what satisfied 25, 2006 letter Therefore, August plaintiffs 45-day to necessary requirement second under to accrue begins interest before waiting period by “petition” “claim” or made a plaintiff MCL 205.30: file suit intended to that it informing delin- procedures pursuant the Court of Claims 205.22. eated MCL Au- plaintiffs must determine whether
Finally, we
requirement
letter satisfied
25, 2006
gust
205.22(2) imposes two
accurately
that MCL
concludes
The dissent
satisfy
appeal
tax
in order
requirements
must
disputed
pay
tax
Claims: a
in the Court of
assessment
appeal
part
to the Court
protest
as
of the
and claim a refund
under
may
pay
correctly
that a
concludes
The dissent also
Claims.
appeal”
as
disputed
protest” and “claim a refund
“under
agrees
plaintiff
fact,
expressly
could
single
In
the dissent
in a
action.
requirement
protest
and the
satisfy
requirement to
both
single
in a
letter.
claim a refund
our inter-
Thus,
only disagreement
arises from
with the dissent
our
interpret plaintiffs
25,
August
we
pretation
2006 letter:
correctly recog-
precisely
August
the dissent
letter to do
what
First,
that it was
plaintiff
permissible.
informed
nizes is
protest,”
“under
paying
disputed
tax assessment
VEBA contribution
by
Second,
agrees.
we conclude
the dissent
with which
conclusion
in the Court of
file an action
informing
would
right
205.22,plaintiff
referring
asserted
to MCL
Claims
discussed,
petition
which,
previously
constitutes a claim
contention,
Accordingly,contrary
we
to the dissent’s
under MCL 205.30.
petition in its
merely
if” it made a claim or
“as
do not
treat
affirmatively notifying
actually
25,2006
August
did so
letter —
by undertaking
asserting
to a refund
that it was
plaintiff again
in its
legal
claimed a refund
The fact that
action.
formal
constituting
preclude
2006 letter from
complaint
does not
required
205.30. To conclude
for a refund
a claim or
magic
“refund” and
require
to use the
words
otherwise would
205.30,
be
which would
“petition” in
“claim” or
order
prior
“claim”
that a
our
conclusion
inconsistent with
form,
any specific
with which the
a conclusion
take
need not
agrees.
dissent
claim or petition for refund of the amount paid be
“filed.” As previously discussed, in order to “file” the
claim, a taxpayer must provide the Treasury with
adequate notice by “submitting]”
the claim to the
Treasury.
The August
2006 letter satisfied that
requirement because plaintiff mailed the letter to the
Treasury, and, as evidenced by the Treasury’s respon-
sive letter
September 15,
dated
2006, the Treasury
*17
received it. See Sagar Trust,
V CONCLUSION that, We hold in order to satisfy the requirements of MCL 205.30 and trigger the 45-day waiting period before interest begins to accrue on a tax return, a must pay the disputed tax, make a “claim” or “petition,” and “file” the claim or peti- tion. Although “claim” need not any take specific form, it clearly demand, request, or assert a right to a refund. In order to “file” the claim or petition, a taxpayer must submit the claim to the thereby providing the Treasury with ad- equate notice of the taxpayer’s claim.
Because the Court of Appeals erroneously concluded that plaintiff did not satisfy the requirements of MCL 205.30 until it filed its complaint in the Court of Claims on December we reverse the judgment of the Court of Appeals in part and instead hold that plaintiff satisfied all of the statutory requirements on August 25, Motor Co v Ford Opinion Makkman,J. further consid- trial court for remand to the 2006. We retain issue. do not attorney-fee of the We eration jurisdiction. JJ., McCormack,
Kelly, Zahra, concurred J. Cavanagh, dissenting in in (concurring J.
MarkmAN, analysis of the law majority’s I concur with part). However, separately I write opinion. Part III of the applies majority properly I do not believe because concluding test in own satisfied Department
letter to the I MCL 205.30. statutory Specifically, requirements letter, that, virtue of this disagree with its conclusion [for refund] made a ‘claim’ or a tax ‘petition’ “plaintiff that it intended to file suit by informing delin- procedures Claims pursuant the Court of Therefore, I dissent respectfully eated in 205.22.” I affirm would instead portion opinion. from and hold that Appeals the result of the Court until it did not of MCL 205.30 requirements in the Court of Claims on actually complaint filed its *18 13, 2006. December dispute from an earlier appeal
The instant
stems
Ford Motor
owed
regarding
Company
whether
(SBT)
relating
tax
Business Tax Act
Single
Benefi-
Voluntary Employees’
to its
its contributions
(VEBA)
years
the tax
Association
trust fund for
ciary
through
auditing plaintiff,
Depart-
2001. After
contributions
ment of
concluded
VEBA
accordingly. Although
taxes
were taxable and assessed
the department’s
with
repeatedly disagreed
taxable, and
contributions were
conclusion that VEBA
the audit
the amount
disagreed
therefore
with
eventually
owed, plaintiff
paid
determined it
496 MICH382
by
Opinion Markman,
J.
amount assessed
the department
protest”
“under
at
being
funds that were
that time
held on deposit
by the department. Plaintiff subsequently challenged
taxability
contributions,
VEBA
and the Court of
Appeals ultimately held that
these
were
taxable
SBT,
under the
meaning that plaintiff was due a refund.
Ford Motor
v Dep’t Treasury,
491;
Co
288 Mich App
(2011).
(2010),
erroneously assessed and collected . .. with interest.... A paid a who tax that the claims is may petition department not due for refund of the amount period specified within the time as the statute in [MCL limitations If 205.27a]. a tax return reflects an overpayment... the declaration of that fact on the return constitutes a claim department agrees for refund. If the valid, claim overpayment, the amount penalties, applied interest shall be any liability first known provided in excess, [MCL 205.30a] and any, if shall be credited, refunded to the at the request, against any current subsequent liability.. .. department certify shall a refund to the state disbursing authority who shall the amount out of the proceeds of the tax in accounting accordance with the laws of the state. Interest.. . shall be added to the refund commencing days after days the claim is filed or 45 after the date filing return, established law for the whichever is later. intercepted Interest on refunds applied provided in [MCL 205.30a] shall cease as of the interception [Emphasis date of added.] ....
The majority appropriately that, concludes in order to *19 Ford Motor Co v by Opinion Markman, J. trigger the accrual of overpayment interest under this “(1) statute, a taxpayer “pay” tax, must: the disputed make a “claim” or “petition” refund, “file” the claim or petition.”1
To second requirement test, of this majority concludes that plaintiff made a “claim or petition” for a refund in an August 25, 2006 letter sent to the department. That letter informed the depart- ment that no longer wished to proceed with an informal conference that had previously been sched- uled, it that would file an action in the Court of Claims
asserting that VEBA taxable, contributions were not and that plaintiff was paying the assessed tax on its VEBA contributions “under protest within the meaning of MCL However, 205.22.”2 this letter cannot be best understood as constituting “claim or petition” for a purposes 205.30, of MCL quite simply be- cause nowhere “claims or petitions” any to a refund. is, That while the letter did request audit deficiency be satisfied with funds held “on de- posit,” and that this be viewed as a “payment under (a) protest,” plaintiff nowhere asked money back; for its majority, unreasonably, dictionary The relies on definitions to “petition” conclude that to make a “claim” or “demand, request, right. quarrel or assert” such a IWhile do not definitions, agree with these I interpreta it is useful in the course of ordinary meanings statute, tion to examine the of terms used in a I actually by Legislature believe that the words chosen —“claim” sufficiently unnecessary repeated clear to render refer —are synonyms. ences to their 2 Specifically, “[i]t the letter stated is our intent to withdraw our case from Informal Conference and file action with the Court of Claims on Therefore, requesting the unresolved issues. we are the audit deficiency, together applicable interest, he satisfied currently being Department amounts deposit.’ held ‘on application deposit of the amounts on to the audit deficiencies should be payment protest meaning viewed as a within the of MCL 205.22.” Opinion Markman, J.
(b) that the demand any apparent made nowhere belonged to rightfully funds that return department (c) that it believed was nowhere asserted plaintiff; (d) to, even alluded refund; a nowhere entitled to may letter well to, refund. While the referred a or a refund —as it intended to seek that imply “pays any taxpayer that who might logically follow her the return of his or under desires protest” a mere majority’s language, the own payments by— satisfy requirement does not “implication” Ante at or for a refund. petition” “claim taxpayer with a (“Although expressing disagreement may seek a may imply taxpayer assessment a alone is not refund, expression disagreement an a to a for, for, or assertion of demand refund.”). forth in MCL 205.30 requirements set a either makes complicated; are not refund, or it does not. It is “claim or petition” to read the attempt up department mind, taxpayer’s language or to taxpayer’s parse comb, totality fine or to assess the and actions with a circumstances order to surmise surrounding If contemplation. within the what was (a “demand, petition” request, there is a “claim or assertion”) has satisfied not, has not. The statute; if there is straightforward. clear or more law could not be more a “claim any way failure in to make plaintiff’s Given letter, in its for a refund petition” I it did not inescapable find the conclusion on that requirement the second of the statute date. conclusion, contrary majority
To its support invocation of MCL 205.22 relies on that, appeal “[i]n letter. This provision specifies tax, claims, first appellant the court of shall Motor Co v Ford by Opinion Markman,J. interest, under including any applicable penalties appeal.” a refund as and claim protest majority, because According to the added.] [Emphasis refund, plain- claim for a requires MCL 205.22 itself “claim or to this statute satisfied the tiffs reference 205.30, such reference of MCL requirement petition” “affirmatively notif[ied] ‘claim’ for 205.22 itself terms a
making what MCL However, even if a could affirma- refund.” a “claim or for a refund tively petition” assert do so statute, plaintiff another did not referring to invoking MCL protest” under while making “payment clearly differenti- 205.22. This is because MCL 205.22 protest and a claim for payment ates between *21 is, the tax . .. “pay refund. That the must first then, secondly, “claim a refund as protest,” under 205.22(2). that By concluding of the part appeal.” a claim for a August 25, the 2006 letter constituted 205.22, the refund on the basis of the invocation of MCL majority statutory require- conflates these two distinct If under consti- plaintiffs payment protest ments. itself tuted the claim for a refund for of MCL purposes 205.30, the second of MCL 205.22—that requirement there a “claim be rendered [of] be refund” —would of the rule utterly meaningless contravention that “ statute, interpreting [i]n [must] we avoid a construc- part surplusage tion that would render statute McGrow, 126; nugatory.” 120, v 484 Mich 771 People (2009). The majority recognize NW2d 655 also fails to 205.22(2) that because MCL states that a claim must be part appeal” following payment made “as of the plaintiff paying under when stated that it was protest, 205.22,” “under of MCL protest meaning within language had on the department every reason based that 2006 letter August statute believe refund, the claim would was not a claim for but that 408 Opinion by Markman, J. short, forthcoming
be In appeal.3 majority treats it had made a “claim or plaintiff if letter, for a petition” August its 2006 when actually so, exclusively it did not do based on plaintiffs of a logically suggests invocation statute itself yet had to make such a “claim or petition.”4 By concluding 2006 letter consti- tuted a “claim or a refund petition” purposes for 205.30, majority injects uncer- unnecessary tainty by suggesting into its own test to future taxpay- they ers that need not make actual “claim or petition” for a refund to accrual of interest 205.30, under MCL but that some uncertain aggrega- tion of other statements and might actions suffice if they come enough” “close a “claim constituting August 25, Because the letter did not itself claim or refund, only prospectively hut indicated intended to file a pursue issues, majority depart lawsuit to unresolved holds that the petition” ment should have acted not on an extant “claim or but on a mere intimation of what later intended to do. agree majority taxpayer may pay disputed We that a protest” petition” “single “under and make a “claim or for a refund in a majority’s action.” Consistent with the conclusion that the claim for a any specificform, nothing precluded plaintiff refund need not take from making August 25, letter, a claim for a refund in the in addition to Indeed, plaintiff difficulty its invocation of MCL 205.22. could without petition” very have made a “claim or for a refund in the same sentence as payment protest by including type “demand, request, some of a Nothing prohibits or assertion” of a to a refund. in the statute such However, purpose” given a “dual letter. the absence of such “claim or petition” letter, department unreasonably in the did not act in its that, assumption 205.22, plaintiffs consistent with MCL claim would be *22 forthcoming. Consequently, plaintiffs August 25, our conclusion that petition” 2006 letter did not itself constitute a “claim or for a refund does “require taxpayer magic to use the words ‘refund’ and ‘claim’or ‘petition’ satisfy 205.30,” only requires in order to but very “petition (“demand, request, make some form of the or claim” assertion”) required by majority “magic itself. No words” are neces sary, type by but a communication of the described the statute is necessary. v Motor Co Ford Opinion J. Markman, actually failure all, if After petition.” its actions disregarded, is to be or petition” “claim satisfying threshold for a new effectively will establish when surprising at all 205.30, it will not be but fall approximate, actions which the next new thresh- with this compliance actual short of slightly enough” “close being old, are also viewed MCL 205.30. that majority’s analysis I agree
Because for purposes of interest the accrual order to “make a “claim” MCL 205.30 III of the in Part refund,” I concur however, disagree I because opinion; majority or petition” a “claim made such majority that letter, portion I dissent from 25, 2006 in its hold I would instead majority opinion. of Part IV of 205.30 of MCL requirements satisfied a claim for a included which complaint, when it filed its In 13,2006. on December refund, in of Claims the Court “order a the court to document, asked Business $12,323,625 Single for the refund in excess Accord NSK Ford. . . .” protest Taxes (2008) (taxpayer Corp Dep’t v 205.30, of MCL purposes a refund for made a claim for was entitled department knew not when an affirma- made only but when to a refund). Therefore, I affirm would such tive stated for the reasons Appeals of the Court of the result and in this dissent. majority opinion in Part III of the Viviano, J., concurred with Young, C.J., Mark- man, J.