Seggerman Farms, Inc. v. Commissioner
308 F.3d 803
7th Cir.
2002
Check Treatment
Docket
Case Information

*1 Before B AUER , R OVNER , and E VANS , Circuit Judges .

B AUER , Circuit Judge . Pеtitioners-Appellants Ronald and Sally Seggerman, Craig and Linda Seggerman, and Michael Seggerman (collectively, “the Seggermans”) appeal from deficiency judgments entered against them in the United States Tax Court upholding the deficiency deter- minations of Respondent-Appellee Commissioner of Inter- nal Revenue (“Commissioner”) for the taxable years 1993 and 1994. The Seggermans challenge the Commissioner’s recognition of certain transfers of property to Petitioner- Appellant Seggerman Farms, Inc. (hereinafter, “the Corpora- *2 2

tion”), as taxable gains under 26 U.S.C. § 357(c), where such transfers were made subject to liabilities in excess of the taxpayer’s basis in the property. Specifically, the Seggermans argue that no gain should be recognized where they personally guarantied the debts to which the trans- ferred property was subject. We disagree and affirm the Tax Court’s deficienсy judgment.

BACKGROUND

Ronald and Sally Seggerman, their sons, Craig Segger- man and Michael Seggerman, and Craig’s wife, Linda Seggerman, are grain and cattle farmers residing in Illi- nois. In March 1993, at the behest of the Seggermans’ secured creditors, Ronald Seggerman incorporated Segger- man Farms, Inc., an Illinois corporation, whiсh the family previously operated as a joint venture in Minonk, Illinois. The stock of the Corporation was distributed as follows: 100 preferred shares and 38 common shares to Ronald Seg- german; 4 common shares to Sally Seggerman; 30 common shares to Craig Seggerman; 3 common shares to Linda Seg- german; and 25 common shares to Michael Seggerman. In exchange for the stock they received in the Corporation, Ronald, Craig and Michael Seggerman each transferred assets to the Corporation subject to liabilities. The Cor- poration also assumed various farm-related liabilities of thе three men. In each case, the dollar amount of liabil- ities transferred to the Corporation exceeded the trans- feror’s adjusted basis in transferred assets. The amount by which Ronald’s transferred liabilities exceeded his ad- justed basis in transferred assets totaled $332,702. For Craig, this excess amount equalеd $91,394; for Michael, it amounted to $82,594.

Some time thereafter, the Corporation refinanced a portion of the transferred debt, incurring debts totaling $330,000, and the Corporation, with the Seggermans as co- makers, borrowed an additional $407,000.

Though no family member ever directly received any loan proсeed disbursements, the Seggermans remained secondarily liable as guarantors on all of the transferred debt. Specifically, Ronald executed a commercial guaranty and Sally, Craig, Linda and Michael executed unlimited, continuing personal guaranties of the Corporation’s debt.

In July 1999, the Commissioner issued notices of defi- ciency of federal income tax to the Corporation and to the Seggermans for the taxable years 1993 and 1994. The deficiencies resulted, in part, from the Seggermans’ fail- ure to report as income on their federal tax returns the amount by which liabilities transferred tо the Corpora- tion exceeded the adjusted basis in the transferred assets. In October 1999, the Seggermans filed Petitions in the United States Tax Court for a redetermination of the deficiencies. The Seggermans argued that, as guarantors of the Corporation’s debt, they were not relieved per- sonаlly from any debt that the Corporation assumed or to which the transferred property was subject or that was refinanced pursuant to restructuring of corporate debt, and therefore they should not have to recognize any gain on the amount of the liabilities that exceeds the adjusted basis of the transferred assets. The Tax Court, after con- solidating the Petitions, upheld the Commissioner’s de- terminations of deficiency, concluding that the Segger- mans must recognize a gain on the transfer of assets to the Corporation under I.R.C. § 357(c). Seggerman Farms, Inc. v. Comm ’ r , T.C. Memo 2001-99 (2001). The Seggermans now appeal from the decision of the Tаx Court.

ANALYSIS

This Court retains exclusive jurisdiction to review de- cisions of the Tax Court pursuant to I.R.C. § 7482(a)(1). The parties submitted this case fully stipulated to the Tax Court for adjudication without a formal trial pursuant to Rule 122 of Practice and Procedure of the United States Tax Courts, and the facts are not in dispute. The Tax Court’s determination that I.R.C. § 357(c) requires the Seggermans to recognize a gain on the transfer of prop- erty to the Corporation involves a question of law, sub- ject to de novo review. Eyler v. Comm’r , 88 F.3d 445, 448 (7th Cir. 1996). As we have noted repeatedly, “we owe no special deference to the Tax Court on a legal question, but when we сonsider ‍‌​​‌‌​‌‌‌​‌‌​‌​‌​‌‌​‌​​‌‌‌​‌​​​‌‌‌‌​​‌‌​​​‌‌‌‌‌​‍ the application of the legal prin- ciple to the facts we will reject the Tax Court decision only if it is clearly erroneous.” Whittle v. Comm’r , 994 F.2d 379, 381 (7th Cir. 1993). See also Gunther v. Comm’r , 909 F.2d 291, 294 (7th Cir. 1990); Prussner v. United States , 896 F.2d 218, 224 (7th Cir. 1990).

As a general rule, “[n]o gain or loss shall be recognized if property is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such person or per- sons are in control (as defined in [I.R.C.] section 368(c)) of the corporation.” I.R.C. § 351(a). However, I.R.C. § 357(c)(1) provides the following exception to the non-recognition provision of § 351(a):

[I]f the sum оf the amount of the liabilities assumed exceeds the total of the adjusted basis of the property transferred pursuant to [a § 351] exchange, then such excess shall be considered as a gain from the sale or exchange of a capital asset or of property which is not a caрital asset, as the case may be. I.R.C. § 357(c)(1).

The Seggermans’ theory can be summarized as follows: Because they remained liable as guarantors on the debts assumed by the Corporation or debts to which property transferred to the Corporation was subject, the amount by which the transferred liabilities exceeded transferred assets should not be recognized as taxable gain. The Seg- germans acknowledge that § 357(c) provides on its face that the excess amount must be recognized as a gain and that the case law in this jurisdiction favors such recognition. Nevertheless, they contend that thе Tax Court erred in reaching a result that is entirely consis- tent with both statutory and case law. They urge this Court to disregard a long line of controlling precedent because, though it has not been overruled, it is somehow “outdated.” They analogize to cases which are factu- ally distinguishable from this one and then suggest that it was reversible error for the Tax Court “mechanically [to have] distinguished away” those precedents. Finally, the Seggermans argue, in the alternative, that this Court should exercise its equitable power to craft a judicial exception to the plain statutory language of § 357(c). These arguments are unavailing.

The Seggermans first contend that the Tax Court’s reliance on Rosen v. Commissioner , 62 T.C. 11 (1974), and Testor v. Commissioner , 327 F.2d 788 (7th Cir. 1964), was misplaced because the “strict” and “mechanical” interpre- tations of the Rosen and Testor courts reflect “outdated” precedent. In Rosen , the Tax Court stated that “there is no requirement in section 357(c)(1) that the transferor be relieved of liability” for a gain to be recognized in а trans- fer of liabilities in excess of assets, noting that the provi- sion “may produce a harsh result [and] . . . may even re- sult in the realization of a gain for tax purposes where none in fact exists.” Rosen , 62 T.C. at 18, 19. In Testor , this Court held “that both the language and the legisla- tive history indicate that § 357(c) is meant to apply wher- ever liabilitiеs are assumed or property is transferred subject to liability.” Testor , 327 F.2d at 790. That the interpretations adopted in Rosen and Testor were either restrictive or mechanical takes nothing away from their precedential value. After all, statutory interpretation is precisely the business of the judiciary. It is well within the ambit of this (or аny ‍‌​​‌‌​‌‌‌​‌‌​‌​‌​‌‌​‌​​‌‌‌​‌​​​‌‌‌‌​​‌‌​​​‌‌‌‌‌​‍ other) Court to interpret statu- tory language as restrictively or mechanically as it deems appropriate, so long as it respects the bounds of control- ling precedent and the Constitution. Nor does the age of the Rosen and Testor holdings diminish their precedential weight, contrary to the Seggermans’ assertion that the Tax Court relied on “outdated Court of Appeals decisions, including a 1964 case from this Seventh Circuit Court of Appeals.” There is simply no merit to the proposition that precedent somehow becomes less binding solely with the passage of time. In short, the Seggermans provide no cоntrolling case law that overrules Rosen and Testor , and the Tax Court properly relied on that precedent in reach- ing its decision.

The Seggermans urge this Court to depart from the law of this jurisdiction in favor of what they term “the emerg- ing equitable interpretation of section 357(c).” They rely on Lessinger v. Commissioner , 872 F.2d 519 (2nd Cir. 1989), and Peracchi v. Commissioner , 143 F.3d 487 (9th Cir. 1998), cases in which taxpayers were permitted to avoid § 357(c)(1) gain recognition despite liabilities transferred in excess of assets, as illustrative of this so-called emerg- ing equitable interpretation.

In Lessinger , a loan receivable owed by the taxpayer equal in amount to the excess of liabilities transferred over assets was recorded on the corporate books of the transferee corporation. Lessinger , 872 F.2d at 521. The Second Circuit held that the loan receivable represented a genuine debt, and thus the taxpayer realized no gain on the transfer under § 357 because liabilities transferred equaled assets transferred. Id. at 524-28. In Peracchi , a tax- payer transferred encumbered real property to his wholly- owned corporation, and liabilities transferred exceeded his adjusted bases in the transferred property by $566,807. Peracchi , 143 F.3d at 488. The taxpayer also contributed a $1,060,000 note to the corporation. Id. at 489. The Ninth Circuit held thаt the taxpayer had a basis of $1,060,000 in the note, that the note represented genuine ‍‌​​‌‌​‌‌‌​‌‌​‌​‌​‌‌​‌​​‌‌‌​‌​​​‌‌‌‌​​‌‌​​​‌‌‌‌‌​‍ indebted- ness, and that, therefore, the aggregated basis of trans- ferred property exceeded transferred liabilities. Id. at 494- 95. Therefore, no taxable gain was recognized on the transfer.

In the instant case, thе Seggermans assert that the personal liabilities they retained as guarantors of the Corporation’s debt are analogous to the loan receivable and promissory note involved in Lessinger and Peracchi , respectively. The Tax Court disagreed, and so do we. As the Tax Court explained, the Seggermans’ “persоnal guar- anties of corporate debt are not the same as incurring indebtedness to the corporation because a guaranty is merely a promise to pay in the future if certain events should occur. [Their] guaranties do not constitute econ- omic outlays.” Seggerman , T.C. Memo. 2001-99 at 11 (cit- ing Estate of Leavitt v. Comm’r , 875 F.2d 420, 422 (4th Cir. 1989) (holding that taxpayers еxperienced no call as guarantors, engaged in no economic outlay, and suf- fered no cost), aff ’ g . Leavitt , 90 T.C. 206 (1988); Brown v. Comm’r , 706 F.2d 755,756 (6th Cir. 1983) (“the courts have consistently required some economic outlay by the guarantor in order to convert a mere loan guaranty into an investment”), aff ’ g . Brown , 42 T.C.M. (CCH) 1460 (1981)). Thus, to the extent that any such “emerging equi- table interpretation” can be gleaned from the cases upon which the Seggermans rely, those cases are entirely dis- tinguishable from this one. Accordingly, we hold that where a taxpayer retains liability as a guarantor on debts transferred pursuant to I.R.C. § 351, the plain language of § 357(c) nonetheless requires that the amount by which transferred liabilities exceed the taxpayer’s basis in the transferred assets be recognized as taxable gain.

Lastly, we are unpersuaded by the Seggermans’ sug- gestion that this Court ought to exercise its general equi- table power to fashion a case-specific excеption to the clear and unambiguous provisions of § 357(c). While we recognize that the practical effects of § 357 subject the Seggermans to harsh tax consequences—indeed, conse- quences that they may not have contemplated in the plan- ning stages of the incorporation аnd property trans- fer transactions—we decline to disregard the plain language of the tax code. For this Court to “aid the legislative amendment process by pointing out the unjust dilemma facing the Petitioners [by] reversing the Tax Court in this case,” as the Seggermans would have us do, would be to exceed the scope of our judicial function. Absent any ambiguity on the face of a statute, it is the province of the legislative branch, rather than the judiciary, to safe- guard the taxpayer from undue hardship resulting from its application. Thus, the Tax Court correctly applied I.R.C. § 357(c) to the Seggermans’ transfers of property to the Corporation.

CONCLUSION

The Tax Court correctly upheld the deficiency deter- minations of the Commissioner for unreported recogniz- able gain related to the Seggermans’ transfers of property to the Corporation. We therefore A FFIRM the decision of the Tax Court.

A true Copy:

Teste:

________________________________ Clerk of the United States Court of ‍‌​​‌‌​‌‌‌​‌‌​‌​‌​‌‌​‌​​‌‌‌​‌​​​‌‌‌‌​​‌‌​​​‌‌‌‌‌​‍Appeals for the Seventh Circuit USCA-02-C-0072—10-24-02

Notes

[1] We refer, hereinafter, to Title XXVI of the United States Code as the Internal Revenue Code, or I.R.C.

[2] The Seggermans’ creditors, the Federal Land Bank and the Minonk State Bank, conditioned the extension of additional credit for the following crоp year upon incorporation of their farm- ing operation. The banks also wanted to ensure that the family’s farm loans met government loan guarantee requirements.

[3] Although neither Sally nor Linda Seggerman transferred any assets or liabilities to the Corporation, the facts indicate that for thе taxable years 1993 and 1994, Ronald and Sally, as well as Craig and Linda, filed joint federal income tax returns.

[4] I.R.C. § 368(c) defines “control” as “the ownership of stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 perсent of the total number of shares of all other classes of stock of the corporation.” Notwithstanding the distribution of shares in the Corporation to individual Seggerman family members, the Seggermans’ collective ownership and control of the Corporation clearly satisfy the 80 percent сontrol requirement of § 368(c).

[5] With respect to Testor , the Seggermans’ conclusion that this Court’s interpretation of § 357(c) was too restrictive is simply wrong. In fact, this Court stated in response to the petitioner’s argument in that case that “[w]e cannot agree that 357(c) should be given such a restrictive interpretation.” 327 F.2d at 790. Thus, our interpretation was less —rather than morе—restrictive than that suggested by the petitioner.

[6] Such flawed logic flies in the face of not only the basic principle of stare decisis, but also our common law tradition generally, and calls into question the well-established authority of such land- mark but decades-old Supreme Court decisions as Marbury v. Madison , 5 U.S. 137 (1803), and Erie Railroad Company v. Tompkins , 304 U.S. 64 (1938), solely on the basis of their ages.

[7] The $1,060,000 note offset the $566,807 excess liabilities, resulting in an aggregate transfer of assets to the corporation in excess of liabilities in the amount of $493,193. Ibid .

[8] An intrusion by the judiciary into what is constitutionally a function within the exclusive scope of the legislature ‍‌​​‌‌​‌‌‌​‌‌​‌​‌​‌‌​‌​​‌‌‌​‌​​​‌‌‌‌​​‌‌​​​‌‌‌‌‌​‍would raise serious issues relating to the separation of powers. For that reason we are, as was the Rosen court, “loath to find that the result[ing recognition of gain] exceeds the constitutional powers to tax vested in Congress.” Rosen , 62 T.C. at 19.