WPG Northtown Venture, LLC v. Cnty. of Anoka (In re Wash. Prime Grp. Inc.)
| Decision Date | 12 July 2022 |
| Docket Number | CASE NO: 21-31948,ADVERSARY NO. 22-3031 |
| Citation | 642 B.R. 771 |
| Parties | IN RE: WASHINGTON PRIME GROUP INC., et al., Debtors. WPG Northtown Venture, LLC, Plaintiff, v. County of Anoka, Defendant. |
| Court | U.S. Bankruptcy Court — Southern District of Texas |
Victoria Nicole Argeroplos, Matthew D. Cavenaugh, Kristhy M. Peguero, Jackson Walker LLP, Houston, TX, Jorge A. Padilla, Jackson Walker LLP, Austin, TX, for Plaintiff.
Mark H. Ralston, Fishman Jackson, Dallas, TX, Jason J. Stover, Anoka County Attorney's Office, Anoka, MN, for Defendant.
Anoka County moves to dismiss this adversary proceeding for lack of subject matter jurisdiction. Specifically, Anoka County argues that the "Tax Injunction Act" precludes this Court from exercising subject matter jurisdiction over WPG Northtown Venture's request for a property-tax-liability determination under 11 U.S.C. § 505. Although § 505 and the Tax Injunction Act conflict, § 505 is an exception to the Tax Injunction Act. The motion to dismiss is denied.
Washington Prime Group, Inc. is a real estate investment trust that owns, develops, and manages shopping malls and open-air retail properties throughout the United States. (Case No. 21-31948, ECF No. 26 at 1). As of the petition date, Washington Prime Group's portfolio included interests in 102 shopping centers and 52 million square feet of leasable space. (Case No. 21-31948, ECF No. 26 at 1). This dispute concerns Washington Prime Group's subsidiary, WPG Northtown Venture, LLC ("WPG Northtown"), and the shopping mall it owns and operates in Anoka County, Minnesota. (ECF No. 1).
Anoka County assesses ad valorem taxes on January 2 each year. (ECF No. 18 at 2). The tax is payable the following calendar year (e.g. , taxes assessed on January 2, 2019, are payable any time before December 31, 2020). (ECF No. 18 at 2). In 2019, Anoka County assessed the value of the Northtown Mall at $52,567,900; in 2020, the County assessed the value at $53,331,200; and in 2021, the County assessed the value at $46,238,200. (ECF No. 1 at 3). WPG Northtown disputes the accuracy of these assessments but paid the taxes. (ECF No. 29 at 20).
WPG Northtown appealed the 2019, 2020, and 2021 assessments to the District Court of Anoka County, Tenth Judicial District. (ECF No. 1 at 4). The appeals were transferred to the Minnesota Tax Court. (ECF No. 1 at 4).
On June 13, 2021, Washington Prime Group and its affiliates filed petitions for chapter 11 relief. (Case No. 21-31948, ECF No. 1). The Court confirmed Washington Prime Group's Plan on September 3, 2021. (Case No. 21-31948, ECF No. 1022). Throughout its bankruptcy, WPG Northtown continued to litigate pre-trial matters in the tax appeals. (ECF No. 18 at 5).
WPG Northtown initiated this adversary proceeding on February 24, 2022. (ECF No. 1). WPG Northtown seeks relief under § 505 of the Bankruptcy Code, which authorizes a bankruptcy court to "determine the amount or legality of any tax ... whether or not previously assessed, whether or not paid, and whether or not contested before and adjudicated by a judicial or administrative tribunal of competent jurisdiction." (ECF No. 1 at 5). Anoka County moved to dismiss, arguing the Tax Injunction Act prohibits the Court from exercising subject matter jurisdiction over this state ad valorem tax dispute. (ECF No. 18 at 3). WPG Northtown argues that the Tax Injunction Act does not inhibit the Court's authority under § 505. (ECF No. 22 at 3).
The Court has subject matter jurisdiction over this adversary proceeding under 28 U.S.C. § 1334(b). As discussed below, the Tax Injunction Act does not deprive the Court of subject matter jurisdiction. This matter is a core proceeding under 28 U.S.C. § 157(b)(2)(O). Venue is proper in this District under 28 U.S.C. §§ 1408 and 1409.
This dispute concerns an alleged conflict between the Tax Injunction Act and 11 U.S.C. § 505. To resolve the controversy, the Court must first determine if § 505(a)(1) conflicts with the Tax Injunction Act. If the two statutes conflict, the Court must then determine which statute controls.
The Tax Injunction Act provides that:
The district courts shall not enjoin, suspend or restrain the assessment, levy or collection of any tax under State law where a plain, speedy and efficient remedy may be had in the courts of such State.
28 U.S.C. § 1341.
11 U.S.C. § 505(a)(1) empowers bankruptcy courts to determine state tax disputes:
Except as provided in paragraph (2) of this subsection, the court may determine the amount or legality of any tax, any fine or penalty relating to a tax, or any addition to tax, whether or not previously assessed, whether or not paid, and whether or not contested before and adjudicated by a judicial or administrative tribunal of competent jurisdiction.
11 U.S.C. § 505(a)(1).
Like every case involving statutory construction, the Court starts with the language of the statute. Watt v. Alaska , 451 U.S. 259, 265, 101 S.Ct. 1673, 68 L.Ed.2d 80 (1981). Apparently conflicting statutes should be construed harmoniously, with every provision of both statutes given effect. See U.S. v. Borden Co., 308 U.S. 188, 198, 60 S.Ct. 182, 84 L.Ed. 181 (1939) (); Columbia Gas Dev. Corp. v. Fed. Energy Regul. Comm'n , 651 F.2d 1146, 1158 (5th Cir. 1981) (citing Panhandle E. Pipe Line Co. v. FPC , 359 F.2d 675, 679 (8th Cir. 1966) ) ("When interpreting and construing two acts that affect one particular subject matter or area, the court must attempt to reconcile the acts, if possible, so as to produce a symmetrical whole."). If two statutes irreconcilably conflict, courts may use the canons of statutory construction to determine which statute controls. Detweiler v. Pena , 38 F.3d 591, 594 (D.C. Cir. 1994) (citing Watt , 451 U.S. at 266, 101 S.Ct. 1673 ); see, e.g. , In re Fonke , 321 B.R. 199, 204 (Bankr. S.D. Tex. 2005) ().
By their plain terms, the Tax Injunction Act and § 505 do not conflict. The words "enjoin, suspend or restrain" as used in the Tax Injunction Act bar only anticipatory relief that stops the state tax collection process. Jefferson Cnty., Ala. v. Acker , 527 U.S. 423, 433, 119 S.Ct. 2069, 144 L.Ed.2d 408 (1999). The relief requested here is not anticipatory, it is remedial. WPG Northtown has not asked this Court to prevent Anoka County's assessment, collection, or levy of taxes. Rather, WPG Northtown seeks a redetermination of Northtown Mall's value and the recovery of excess taxes already paid.
However, the Fifth Circuit has interpreted the Tax Injunction Act to encompass actions for state tax refunds. Home Builders Ass'n of Miss., Inc. v. Madison, Miss., 143 F.3d 1006, 1013 n.6 (5th Cir. 1998) (citing Pendleton v. Heard , 824 F.2d 448, 451 (5th Cir. 1987) ) ("It is equally well-settled that the [Tax Injunction Act] applies to actions like the one before us, in which the plaintiff seeks a refund of taxes it has already paid."); United Gas Pipe Line Co. v. Whitman , 595 F.2d 323, 323 (5th Cir. 1979) (); Bland v. McHann , 463 F.2d 21, 27 (5th Cir. 1972) ( ). These decisions bind this Court absent an intervening en banc or Supreme Court overruling of the decisions. Perez v. Abbott , 250 F.Supp.3d 123, 139 (W.D. Tex. 2017) (citing Soc'y of Separationists, Inc. v. Herman , 939 F.2d 1207, 1211 (5th Cir. 1991) ). The Court is unaware of existing binding precedent that overrules the Fifth Circuit's interpretation of the Tax Injunction Act. Based on that interpretation, the Tax Injunction Act divests federal courts of subject matter jurisdiction to adjudicate claims for a state tax refund.
Under Fifth Circuit precedent, this matter falls within the Tax Injunction Act's parameters. Thus, § 505(a)(1) and the Tax Injunction Act conflict.
Despite their facial conflict, § 505 operates as an exception to the Tax Injunction Act. First, § 505 is a specific-application statute enacted nearly three decades after the Tax Injunction Act. Second, § 505 ’s state-law taxation provisions should not be rendered statutory surplusage by the Tax Injunction Act. Finally, interpreting § 505 as an exception to the Tax Injunction Act comports with the holdings of three circuit courts that have analyzed the interplay between § 505 and the Tax Injunction Act.
When statutes conflict, the more recently enacted governs. See Watt , 451 U.S. at 266, 101 S.Ct. 1673. Congress enacted the antecedent to § 505 twenty-nine years after the Tax Injunction Act's enactment.1 Congress is presumed to be aware of existing law when it enacts new laws. Miles v. Apex Marine Corp. , 498 U.S. 19, 32, 111 S.Ct. 317, 112 L.Ed.2d 275 (1990). Congress could have qualified § 505(a)(1) to limit the bankruptcy courts’ power to adjudicate state law tax disputes consistent with the Tax Injunction Act's strictures. It did not. Instead, § 505(a)(1) explicitly grants bankruptcy courts broad authority to "determine the amount or legality of any tax," and only limits that power in three narrow instances, none of which are relevant here. 11 U.S.C. § 505(a)(1)–(2) (emphasis added).
When two statutes conflict, the more specific statute controls. See Morton v. Mancari , 417 U.S. 535, 550–51, 94 S.Ct. 2474, 41 L.Ed.2d 290 (1974) (...
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