Old Orchard Brands LLC v. Department of Treasury
Old Orchard Brands LLC v. Department of Treasury
Opinion
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Defendant, the Department of Treasury (the Department), was conducting audits in three tax cases involving plaintiffs when the Legislature enacted and the Governor signed
We review de novo a trial court's ruling on a motion for summary disposition, as well as issues of statutory
*407
construction.
Kemp v. Farm Bureau Gen. Ins. Co. of Mich.
,
When interpreting statutes, our goal is to give effect to the Legislature's intent, focusing first on the statute's plain language. In so doing, we examine the statute as a whole, reading individual words and phrases in the context of the entire legislative scheme. When a statute's language is unambiguous, the Legislature must have intended the meaning clearly expressed, and the statute must be enforced as written. [ Id. at 252,901 N.W.2d 534 (citations and quotation marks omitted).]
Before the Legislature enacted
(2) A deficiency, interest, or penalty shall not be assessed after the expiration of 4 years after the date set for the filing of the required return or after the date the return was filed, whichever is later....
(3) The running of the statute of limitations is suspended for the following:
(a) The period pending a final determination of tax, including audit, conference, hearing, and litigation of liability for federal income tax or a tax administered by the department and for 1 year after that period.
(b) The period for which the taxpayer and the state treasurer have consented to in writing that the period be extended. [ MCL 205.27a, as amended by2012 PA 211 .]
Under former MCL 205.27a(3)(a), the four-year period of limitations for the Department to assess a deficiency was tolled during the pendency of an audit, plus an additional year following the conclusion of the audit. See
Krueger v. Dep't of Treasury
,
With the enactment of
(2) A deficiency, interest, or penalty shall not be assessed after the expiration of 4 years after the date set for the filing of the required return or after the date the return was filed, whichever is later....
(3) The statute of limitations shall be extended for the following if the period exceeds that described in subsection (2):
*751 (a) The period pending a final determination of tax through audit, conference, hearing, and litigation of liability for federal income tax and for 1 year after that period.
(b) The period for which the taxpayer and the state treasurer have consented to in writing that the period be extended.
(c) The period described in [ MCL 205.21(6) and (7) ] or pending the completion of an appeal of a final assessment.
As reflected in a comparison of former Subsection (3) of MCL 205.27a to its current version, the general four-year limitations period, which remained unchanged, is now subject to certain
extensions
, not
tolling
, as had been the case. Furthermore, the reference to taxes administered by the Department that had been found in former Subsection (3)(a) was deleted by
(6) For audits commenced after September 30, 2014, the department must complete fieldwork and provide a written preliminary audit determination for any tax period no later than 1 year after the period provided for in [ MCL 205.27a(2) ] without regard to the extension provided for in [ MCL 205.27a(3) ]. [ 2 ] The limitation described in this subsection does not apply to any tax period in which the department and the taxpayer agreed in writing to extend the statute of limitations described in [ MCL 205.27a(2) ].
(7) For audits commenced after September 30, 2014, unless otherwise agreed to by the department and the taxpayer, the final assessment issued under [ MCL 205.21(2)(f) ] must be issued within 9 months of the date that the department provided the taxpayer with a written preliminary audit determination unless the taxpayer, for any reason, requests reconsideration of the preliminary audit determination or the taxpayer requests an informal conference under [ MCL 205.21(2)(c) ]. A request for reconsideration by a taxpayer permits, but does not require, the department to delay the issuance of a final assessment under [ MCL 205.21(2)(f) ]. [Emphasis added.] 3
Thus, with respect to audits commenced by the Department after September 30, 2014, any written preliminary audit determination must generally be
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completed no later than five years after the date that a tax return had to be filed or the actual filing date of the return, and any deficiency assessment must generally be issued within nine months from when the Department provided the taxpayer with the audit determination.
4
Accordingly, the time
*752
frame for the Department to act in conducting an audit and assessing a deficiency was greatly curtailed by the enactment of
In regard to the three plaintiffs, there were ongoing audits when
The Department contends that tax-related proceedings were already pending when
Ultimately, the crux of the tax dispute concerns the treatment of audits that were ongoing on September 30, 2014, and whether those audits tolled, extended, or, as according to plaintiffs, had no effect on the running of the four-year limitations period. It is clear that extensions of the limitations period do not apply in these cases, given that extensions are only applicable for
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Department audits commenced after September 30, 2014. MCL 205.27a(3)(c) ; MCL 205.21(6). Thus, the question is narrowed to whether there was tolling, which answer requires a determination of the import of the Legislature's silence in
Plaintiffs argue that by operation of law through the amendment process the tolling provision found in former MCL 205.27a(3)(a) was repealed by
An amendatory act has a repealing force, by the mechanics of legislation, different from that of an independent statute. Repugnancy is not the essential element of implied repeal of specifically amended sections. The rule is:
*413 Where a section of a statute is amended, the original ceases to exist, and the section as amended supersedes it and becomes a part of the statute for all intents and purposes as if the amendments had always been there.
* * *
...[T]he old section is deemed stricken from the law, and the provisions carried over have their force from the new act, not from the former.
It is plain from the authorities in this state and elsewhere that the effect of an act amending a specific section of a former act, in the absence of a saving clause, is to strike the former section from the law, obliterate it entirely, and substitute the new section in its place. This effect is not an arbitrary rule adopted by the courts. It is the natural and logical effect of an amendment ''to read as follows.'' It accomplishes precisely what the words import. Any other construction would do violence to the plain language of the legislature. [Citations and quotation marks omitted.]
We do not find
Lowell
or
Lahti
to be particularly helpful. Under
In
Davis v. State Employees' Retirement Bd
,
Moreover, in our view, it would defy logic to conclude that the Legislature intended to provide for no tolling or extension of the limitations period in regard to audits commenced on or before September 30, 2014, given that former and current MCL 205.27a(3) plainly reflect a legislative mindset that an audit should potentially have some type of effect on the running of the statute of limitations, allowing for a greater period than four years to assess a deficiency. And the Legislature did not express that pending or earlier audits no longer allowed for tolling, nor did the Legislature indicate that the four-year limitations period inflexibly applied regardless of pending or earlier audits. Reversal is unwarranted. In sum, we affirm the rulings of the Court of Claims that granted summary disposition in favor of the Department in all three tax cases.
Affirmed. Having fully prevailed on appeal, the Department is awarded taxable costs under MCR 7.219.
Jansen and Shapiro, JJ., concurred with Murphy, P.J.
Although the Legislature employed the word "suspended" in former MCL 205.27a(3) relative to the running of the statute of limitations, we shall speak in terms of "tolling" the limitations period, given that the terms are effectively interchangeable in the context of the statute. However, as explained later in this opinion, an "extension" of the limitations period is not the same as suspending or tolling the period.
This latter reference clearly pertains to the extension described in MCL 205.27a(3)(a) that is based on federal income tax proceedings, such as an Internal Revenue Service (IRS) audit.
MCL 205.21(7) subsequently underwent some minor modifications pursuant to
As can be seen by examining the current language regarding extensions based on federal income tax proceedings, including an IRS audit, MCL 205.27a(3)(a), those extensions are not limited like MCL 205.21(6), allowing for consideration of, for example, the full length of a federal audit, plus one year, even if not completed within five years.
We also note that "there exists a plethora of cases extending over 100 years of jurisprudence that provide that statutes of limitations enacted by the Legislature are to be applied prospectively absent a clear and unequivocal manifestation of a legislative preference for retroactive application."
Davis v. State Employees' Retirement Bd
,
We note that the Department argues that plaintiffs are effectively asking for retroactive application of
We note that because the dispute is necessarily couched in terms of audits commenced by the Department and whether the Department is entitled to the benefit of tolling in relationship to the audits and assessing tax deficiencies, we see no reason to address principles regarding due process or vested rights.
We note that in
Davis
,
Case-law data current through December 31, 2025. Source: CourtListener bulk data.