Healthcare Servs. Grp., Inc. v. Wis. Dep't of Revenue
Healthcare Servs. Grp., Inc. v. Wis. Dep't of Revenue
Opinion of the Court
¶ 1 Healthcare Services Group, Inc., (HSG) appeals a circuit court order affirming a decision of the Wisconsin Tax Appeals Commission (the Commission). The issue on appeal is whether the Commission properly determined that services HSG provides to its customers qualify as "laundry services" under WIS. STAT. § 77.52(2)(a)6. (2015-16),
BACKGROUND
¶ 2 The underlying facts are undisputed. HSG provides contract cleaning services to more than 3000 clients, sixty-six of which are Wisconsin nursing homes, retirement centers, and rehabilitation facilities. HSG enters into a "service agreement" with each of its clients. In a letter submitted to the Wisconsin Department of Revenue (the Department), HSG explained that, under its standard service agreement, HSG "provides management, supervision, labor and materials necessary for performing housekeeping and laundry services" for its clients.
¶ 3 After HSG signs a service agreement for a particular client location, it typically hires the client's existing laundry department workforce. Those workers, once employed by HSG, continue to work on-site at the client's facility, using the client's equipment. HSG's on-site employees are supervised by an account manager, who is also employed by HSG. In addition to supervising HSG's employees, the account manager is responsible for ensuring that the client's needs are met, addressing personnel and discipline issues, attending daily department meetings held by the client, and communicating with the client's management about HSG's services. Each account manager is supervised by a district manager, who is also an HSG employee but is not located at a client location.
¶ 4 The precise method by which HSG performs its operations depends on the unique characteristics of the individual client and facility. After a client contracts with HSG, the procedures used to process laundry at the client's facility typically do not change. HSG employees generally continue to perform their duties in the same manner as they did when employed by the facility. Each facility establishes its own policies and procedures, to which HSG must adhere. In addition, a facility's administrator may give direction to HSG's account manager regarding personnel matters, such as cell phone usage, drug testing, and uniforms. However, the account manager retains day-to-day authority over HSG's workers, including the power to hire, train, and discipline them.
¶ 5 HSG receives monthly payments from its clients in exchange for its services. HSG describes its services as "laundry services" on the bills it submits to its clients. HSG is responsible for paying all wages, salaries, and other compensation owed to its employees, and it also deducts and remits withholding taxes for them.
¶ 6 HSG has previously described itself as a provider of "laundry services" in various documents. For instance, in its standard service agreement, HSG states it will "provide all necessary management, supervision, labor and materials necessary to perform the ... laundry services on the premises of the Facility." In addition, on a form filed with the United States Securities and Exchange Commission (SEC) for the fiscal year 2006, HSG stated, "We believe that we are the largest provider of housekeeping and laundry services to the long-term care industry in the United States." HSG further explained:
Laundry and linen services represent[ ] approximately 23% or $116,254,000 of consolidated revenues in 2006. Laundry services involve the laundering and processing of the residents' personal clothing. We provide laundry service to all of our housekeeping clients. Linen services involve providing, laundering and processing of the sheets, pillow cases, blankets, towels, uniforms and assorted linen items used by our clients' facilities.
¶ 7 For the tax years 2006 through 2009, HSG did not charge, collect, or remit sales taxes on payments it received for laundry services from its Wisconsin clients. The Department subsequently audited HSG for those tax years and determined that HSG owed $605,459.07 in sales tax for those services, plus $270,084.84 in interest. The Department relied on *638WIS. STAT. § 77.52(2)(a)6., which imposes a five percent sales tax on businesses that "sell[ ], licens[e], perform[ ] or furnish[ ] ... [l]aundry, dry cleaning, pressing, and dyeing services."
¶ 8 HSG petitioned the Department for a redetermination of its sales tax assessment, which the Department denied. HSG then appealed that denial to the Commission. After considering the undisputed facts set forth above, the Commission upheld the Department's sales tax assessment, concluding HSG's services were taxable under WIS. STAT. § 77.52(2)(a)6. because the "very essence of HSG's activity [was] to provide laundry services" for its clients. HSG filed a petition for rehearing, which the Commission denied.
¶ 9 HSG then sought circuit court review of the Commission's decision, under WIS. STAT. § 73.015. The circuit court affirmed, concluding HSG "provides laundry services to its clients, and thus falls within [ WIS. STAT. §] 77.52(2)(a)6." HSG now appeals.
DISCUSSION
¶ 10 "In an appeal following a decision of the Tax Appeals Commission, we review the Commission's decision, not the circuit court's." Xerox Corp. v. DOR ,
¶ 11 We review an administrative agency's legal conclusions "under the same standard we apply to a circuit court's conclusions of law-de novo." Tetra Tech EC, Inc. v. DOR ,
¶ 12 Statutory interpretation begins with the language of the statute. State ex rel. Kalal v. Circuit Court for Dane Cty. ,
¶ 13 Ambiguity arises when a statute is susceptible to more than one reasonable interpretation.
¶ 14 In this case, we agree with the Department that WIS. STAT. § 77.52(2)(a)6. is "about as clear and unambiguous as it gets." The statute imposes a five percent sales tax on businesses that sell, license, perform, or furnish "laundry ... services."
¶ 15 As HSG correctly observes, unambiguous statutory language "may be rendered ambiguous by the context in which it is sought to be applied." State v.Herman ,
¶ 16 HSG nevertheless argues that the statutory term "laundry services" is ambiguous as applied to the facts of this case because of the "broad and comprehensive nature of the departmental service offered by HSG to its client at the client location." HSG emphasizes that it provides each of its clients with an entire laundry department, which HSG manages and oversees. It contends WIS. STAT. § 77.52(2)(a)6."is ambiguous as to whether or not the recruiting, hiring, training, managing, and *640maintaining of a qualified and dependable housekeeping and laundry staff (or the outsourcing of entire housekeeping and laundry departments) is the type of laundry service meant for taxation."
¶ 17 We are not persuaded. Although the undisputed evidence shows that HSG engages in managerial and supervisory functions, we agree with the Commission that the "administrative aspects of managing and supervising are for the purpose of seeing that the laundry services get done." HSG "is responsible for client laundry," and without HSG, "these clients' dirty linens would not be cleaned." As the Commission aptly noted, the primary purpose of HSG's contracts with its clients "is not to have HSG merely provide a laundry department manager or the attendant managerial and administrative functions, it is for the client to obtain laundry services." HSG cannot evade the tax on laundry services simply by calling its services "departmental" or "managerial," when the essence of those services is to clean its clients' laundry.
¶ 18 HSG also contends that, because its account managers attend department-head meetings at client facilities, and because facility administrators "define the relationship between HSG and the facility," HSG is "intertwined" with its clients and therefore does not provide "straight laundry services," as contemplated by WIS. STAT. § 77.52(2)(a)6. This argument fails for three reasons. First, by its plain language, § 77.52(2)(a)6. refers to laundry services, not "straight" laundry services. Second, HSG cites no legal authority distinguishing between so-called "straight" and "intertwined" services. Third, virtually all companies that sell taxable services are "intertwined" with their clients to some degree, in that they receive direction from their clients on how to provide the relevant services. HSG does not develop a compelling argument that its business model is unique in this regard, such that the laundry services it provides are not taxable under § 77.52(2)(a)6.
¶ 19 HSG also emphasizes that it provides its services "at the client location" and typically hires the client's existing workforce. However, HSG fails to explain the relevance of those facts. WISCONSIN STAT. § 77.52(2)(a)6. simply states that laundry services are taxable; it does not condition the taxability of laundry services on the location where they are performed or the employment history of the workers performing them. As explained above, based on the undisputed facts of this case, HSG clearly performs laundry services for its clients.
¶ 20 In an attempt to avoid the unambiguous language of WIS. STAT. § 77.52(2)(a)6., HSG relies heavily on the Commission's Manpower decision. In that case, Manpower, which was classified as a temporary help company under WIS. STAT. § 108.02(24m), provided temporary employees to various clients to perform a wide variety of tasks. Manpower , Wis. Tax. Rep. (CCH) ¶ 401-223 at 36,414. In 2004, the Department audited Manpower for the years 1996 through 1999 and determined it owed over $1.9 million in sales and use taxes and interest.
¶ 21 The Commission rejected the Department's position, concluding WIS. STAT. § 77.52(2) was ambiguous as applied to Manpower's services. Manpower , Wis. Tax. Rep. (CCH) ¶ 401-223 at 36,419. The Commission observed that "temporary *641help services" were not one of the specific categories of taxable services listed in § 77.52(2)(a). Manpower , Wis. Tax. Rep. (CCH) ¶ 401-223 at 36,422. The Commission therefore determined the statutory language was susceptible to two reasonable interpretations: (1) that temporary help services were "a subset of services and, hence, potentially taxable"; and (2) that temporary help services were "something fundamentally different and nontaxable."
¶ 22 Ultimately, the Commission reasoned that the "substance and realities" of the services Manpower provided did not support a conclusion that those services were taxable.
First, the workers that Manpower sends out are in many ways essentially substitutes or stand-ins for the purchaser's own work force, and the wages of one's own workforce, as the Department agrees, are clearly not subject to sales and use tax. Second, once at a job site, a Manpower employee may wind up doing tasks that are clearly non-taxable based on the purchaser's needs on that particular day, which calls into question the nature of the original transaction itself. Third, the minute-by-minute recordkeeping requirements suggested by the Department are significantly more burdensome than those normally required of a seller subject to sales tax. Fourth, there are at least two major differences between a taxable service and a service provided by a temporary help company: (1) Manpower does not control the employee performing the taxable service; and (2) Manpower does not guarantee a particular result.
¶ 23 HSG argues the services it provides to its clients are analogous to the "temporary help services" that were at issue in Manpower . We disagree. Manpower was classified as a "temporary help company" under WIS. STAT. § 108.02(24m). Under that subsection, a temporary help company is defined as an entity that, in addition to other requirements, "contracts with a client to supply individuals to perform services for the client on a temporary basis to support or supplement the workforce of the client in situations such as personnel absences, temporary personnel shortages, and workload changes resulting from seasonal demands or special assignments or projects." Sec. 108.02(24m). HSG did not contract with its clients to provide workers on a temporary basis in order to supplement the client's workforce due to transitory personnel demands. Rather, HSG contracted to provide the personnel and supplies necessary to clean the client's laundry for a contractually defined period, so that the client could avoid doing that task itself. HSG's role is therefore fundamentally different from that of a temporary help company.
¶ 24 Moreover, the five factors that the Commission identified in Manpower as weighing against the taxation of "temporary help services" are not applicable here. HSG focuses on the first factor-i.e., that Manpower sent workers to serve as "substitutes or stand-ins" for its clients' employees. See Manpower , Wis. Tax Rep. (CCH) ¶ 401-223 at 36,421. HSG argues that, like Manpower, it uses its employees *642to "substitute the client's own workforce." However, HSG does not provide substitute or stand-in workers in the same way that Manpower did. Manpower's clients requested workers with varying skills-for instance, typing, accounting, and computer programming-and once Manpower supplied those workers, Manpower's clients supervised them.
¶ 25 The other Manpower factors further distinguish the "temporary help services" in that case from the laundry services that HSG provides for its clients. The Commission noted in Manpower that, once placed at a job site, Manpower employees could "wind up doing tasks that [were] clearly non-taxable based on the purchaser's needs on that particular day."
¶ 26 Turning to the next Manpower factor, the Commission was concerned in that case that the Department's "Look Through" approach to sales tax would result in the imposition of unreasonable "minute-by-minute recordkeeping requirements." Manpower , Wis. Tax Rep. (CCH) ¶ 401-223 at 36,421. HSG does not argue that any similar concerns are present in the instant case.
¶ 27 As for the next factor, the Commission in Manpower emphasized that Manpower "[did] not control the employee performing the taxable service."
¶ 28 Finally, the Commission's Manpower decision relied on the fact that Manpower did not "guarantee a particular result."
¶ 29 For all of these reasons, we reject HSG's argument that the taxation of its services is inconsistent with Manpower . We instead conclude, based on the undisputed facts and the unambiguous language of WIS. STAT. § 77.52(2)(a)6., that HSG clearly provides taxable laundry services. We therefore affirm the circuit court's order upholding the Commission's decision.
By the Court. -Order affirmed.
All references to the Wisconsin Statutes are to the 2015-16 version unless otherwise noted. The version of
HSG's housekeeping services are not at issue in this appeal. HSG bills its clients separately for housekeeping services and laundry services, and the Department has not assessed any sales tax on HSG's housekeeping services.
Wisconsin Stat. § 77.52(2)(a)6. exempts three narrow categories of laundry services from taxation: services "performed on raw materials or goods in process destined for sale"; services "performed on cloth diapers by a diaper service"; and services "performed by the customer through the use of self-service machines." It is undisputed that none of these exemptions apply in the instant case.
Similarly, in a different subchapter of Wis. Stat. ch. 77, the legislature defined "launder" as "to use water and detergent as the main process for cleaning apparel or household fabrics."
HSG argues that some of the tasks its employees perform are "clearly not taxable"-for instance, "attending department head meetings, attending residents council, maintaining and organizing a central linen closet for nursing staff, [and] assisting residents with their personal laundry." Yet, as the Department observes, HSG cites no evidence showing that it billed its clients for those tasks as part of its charge for laundry services. Furthermore, as explained above, while it is undisputed that HSG employees perform some managerial and administrative functions, those tasks are performed for the purpose of providing HSG's clients with clean laundry. Again, HSG cannot avoid taxation of its laundry services simply by relabeling those services as managerial or administrative, when the end goal of its contracts is to provide laundry services.
Reference
- Full Case Name
- HEALTHCARE SERVICES GROUP, INC. v. WISCONSIN DEPARTMENT OF REVENUE, Respondent-Respondent.
- Cited By
- 2 cases
- Status
- Published