Marshall v. Commissioner of Internal Revenue, 072319 FED9, 17-72955

Docket Nº:17-72955, 17-72958, 17-72960
Party Name:JOHN M. MARSHALL; KAREN M. MARSHALL, Transferees, Petitioners-Appellants, v. COMMISSIONER OF INTERNAL REVENUE, Respondent-Appellee. MARSHALL ASSOCIATED, LLC, Transferee, Petitioner-Appellant, v. COMMISSIONER OF INTERNAL REVENUE, Respondent-Appellee. ESTATE OF RICHARD L. MARSHALL, DECEASED, Patsy L. Marshall, Personal Representative; PATSY L. MA...
Judge Panel:Before: TASHIMA, GRABER, and OWENS, Circuit Judges.
Case Date:July 23, 2019
Court:United States Courts of Appeals, Court of Appeals for the Ninth Circuit
 
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JOHN M. MARSHALL; KAREN M. MARSHALL, Transferees, Petitioners-Appellants,

v.

COMMISSIONER OF INTERNAL REVENUE, Respondent-Appellee.

MARSHALL ASSOCIATED, LLC, Transferee, Petitioner-Appellant,

v.

COMMISSIONER OF INTERNAL REVENUE, Respondent-Appellee.

ESTATE OF RICHARD L. MARSHALL, DECEASED, Patsy L. Marshall, Personal Representative; PATSY L. MARSHALL, Petitioners-Appellants,

v.

COMMISSIONER OF INTERNAL REVENUE, Respondent-Appellee.

Nos. 17-72955, 17-72958, 17-72960

United States Court of Appeals, Ninth Circuit

July 23, 2019

NOT FOR PUBLICATION

Argued and Submitted July 11, 2019 Portland, Oregon

Appeals from Decisions of the United States Tax Court Nos. 28782-11, 28661-11, 27241-11

Before: TASHIMA, GRABER, and OWENS, Circuit Judges.

MEMORANDUM[*]

Petitioners John, Karen, Richard, and Patsy Marshall ("the Marshalls") and Marshall Associated, LLC ("MA, LLC") appeal from the Tax Court's decisions on their petitions challenging notices of transferee liability regarding unpaid taxes by Marshall Associated Contractors, Inc. ("MAC"). We have jurisdiction under 26 U.S.C. § 7482. We review the Tax Court's conclusions of law de novo and its factual findings for clear error. Slone v. Comm'r, 810 F.3d 599, 604 (9th Cir. 2015) (Slone I). We affirm.

1. The Tax Court properly held that the Marshalls and MA, LLC are liable for MAC's unpaid taxes under 26 U.S.C. § 6901 and the Oregon Uniform Fraudulent Transfer Act ("OUFTA"). See id. at 604-05 (setting forth two-pronged Stern test).

For the state-law prong, the Tax Court properly determined that, under OUFTA, the multiple steps in the transaction through which the Marshalls sold their MAC stock could be "collapsed" and deemed a "transfer" from MAC to the Marshalls if the Marshalls had at least constructive knowledge that MAC's taxes would not be paid. See Or. Rev. Stat. §§ 95.200(12) (defining "[t]ransfer" broadly as "every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset"), 95.290 (providing that "the principles of . . . equity" supplement OUFTA's provisions), 95.300 (providing that OUFTA "shall be...

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