# Opposition Brief — Martin v. United States, 119 S. Ct. 2338 (1999) (No. 98-1639)

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## Record

- **Collection:** Supreme Court brief
- **Document type:** Opposition Brief
- **Published:** January 1, 1999

## Text

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| S ipreme Court. US
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MAY 11 1999

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No. 98-1639

In the Supreme Court of the Gnited States

SUSAN TAYLOR MARTIN, PETITIONER

UNITED STATES OF AMERICA

ON PETITION FOR A WRIT OF CERTIORARI
TO THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT

BRIEF FOR THE UNITED STATES IN OPPOSITION

SETH P. WAXMAN
Solicitor General
Counsel of Record
LORETTA C. ARGRETT
Assistant Attorney
General
JONATHAN S. COHEN MICHELLE
B. O’CONNOR
Attorneys
Department of Justice
Washington, D.C. 20530-0001

(202) 514-2217

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QUESTION PRESENTED

Whether the payment received by petitioner from a
third party for the sale of her claims against a
bankruptcy estate is exempt from tax as a transfer of
“an asset from the estate to the debtor” under Section
1398(f)(2) of the Internal Revenue Code, 26 U.S.C.
1398(f)(2).

(1)

TABLE OF CONTENTS

Page
a a l
(RE TN ARSE Re Ne l
SRR a EGS Ro 2 a ee l
RETIREES HEGRE Baer eis GUN PS at a a 5
RISERS NOE SALAS TE eGR OER A A la 12
TABLE OF AUTHORITIES
Cases:
Alexander v. Internal Revenue Service, 72 F.3d
BORE EE SESE SRSA See OO RED 10
City of Cleburne v. Cleburne Living Center,
re i cssububbumagsicans 10
Commissioner v. Murdoch, 318 F.2d 414 (3d Cir.),
cert. denied, 375 U.S. 879 (1968) .........ccccccesecosecossesesssesseseees 10
Early v. Commissioner, 445 F.2d 166 (5th Cir.),
cert. denied, 404 U.S. 855 (1971) ........ccccccoscsccssssesesesceseseees 7,10
Graham, In re, 726 F.2d 1268 (8th Cir. 1984) oocccccccccccssosees 5
Helvering v. Safe Deposit & Trust Co., 316 U.S.
8 SRR OSASHHRLAETES AE RISC St NT 7
Kastner, In re, 197 B.R. 620 (Bankr. E.D. La.
| RES SEONES SSSR SLES ER A Be, SRD ESET 6
Kochell, In re, 804 F.2d 84 (7th Cir. 1986) co.cccccccccoccccsoccoeoees 6
Lyeth v. Hoey, 305 U.S. 188 (1988) ....c.cccccccccccssccsscseseseees 7, 8-9
Parker v. United States, 573 F.2d 42 (Ct. C1.),
cert. denied, 439 U.S. 1046 (1978) ..........csccssssssssssssesseeseeseee 10
Plyler v. Doe, 457 U.S, 202 (1982) .......<cscecercscscesecessssereseseses 10
Raytheon Prod. Corp. v. Commissioner,
144 F.2d 110 (ist Cir.), cert. denied, 323 U.S.
I as lichcaa mn a 7
Richard v. Hinson, 70 F.3d 415 (5th Cir. 1995),
cert. denied, 518 U.S. 1004 (1996) .........ccccccecescccsescecescceeeees 11
Schlesinger v. Ballard, 419 U.S. 498 (1975) ....c.ccccessesse- 10, 11

(IIT)

Cases—Continued: Page

Terjen, In re, 154 B.R. 456 (Bankr. E.D. Va. 1993),

atl G, BO FB 181 (GET Cir, 1GBE) scccceccccccacroccicesescescessnsccsccces 6
Turzilo v. Commissioner, 346 F.2d 884 (6th Cir.

| ROR SSS ERE ACR tee ethene hn PAD Bn TE ESL enc OM MED Fk 10
United States v. Davis, 370 U.S. 65 (1962) ....................... 4
United States v. Gilmore, 372 U.S. 39 (1968) .............000 s
United States v. Hilton Hotels Corp., 397 U.S.

SOCEED NUS Oe scsinpatoccicasiebsianianiizinctatersandcinensbilamindacaiaceasdiadaatalaslieshiaiiediplabinite &
Victor E. Gidwitz Family Trust v. Commissioner,

CE EAs GS CRM = cccccotinscacticstsiscolamcanmiiiicteamtsitaaiangacbiatcaaseaee 10
Woodward v. Commissioner, 397 U.S. 572

LUFTMED scestchcidansepniateteinsclins treetasovrabinnsibidab miaaaiinnaidcaale daa aibigeiias

Constitution and statutes::

U.S. Const. Amend. V (Due Process Clause) ..................00. 10
Bankruptcy Reform Act of 1978, 11 U.S.C, 101
et seq.:

Ch. 1:

Re Spe 5c: eine WED sccensncispsisubieinbiiialandesiidemmentaduniaamminiiatenn 10
11 U.S.C. TOUTS) ....cccccsces. sick dekenalnabonbeibisaliabanesabeanienas 6

Ch. 5:
EE E200 A ce SUA actdictenadeinuidesencscerttleanhcabentibenets tabaianehaimasass 10
11 U.S.C. 541(a) ...... ii a a 2
EE SSK BORIS Sccksteinntoctann dahiideccasendetsidagtanedmuaiaa 5
5 EE Fcea5y Cte Ma MAan dee adeeniseaschilbcietstcensuntiisenaabelierendnuncebaeans 10
RE EF cee c ED acta iaksvaacédbenseciesncbiaakskimiaiinn Sint 5
Ch. 7, 11 U.S.C. 701 et se D.. scccccuionnecesesecccsansebetunahonsrnannannsi 2

Internal Revenue Code (26 U.S.C.):

BRODIE cnpsciessausncdecetuiclhbbeabitdesscetbcedodasmssiapicanaiisiacaabelcepaliiaebechceadtbahaiiie 1
MI isc aie a cael aa a Oe 6
Be FORD iciscesviisnchdindanecuiigessldbintiniehhteaibgadanate 4,5, 6,8, 10, 11

Miscellaneous:

5 Collier on Bankruptcy (rev. 15th ed. 1999) .........cecesceeees 11

In the Supreme Court of the Anited States

No. 98-1639
SUSAN TAYLOR MARTIN, PETITIONER

Vv.

UNITED STATES OF AMERICA

ON PETITION FOR A WRIT OF CERTIORARI
TO THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT

BRIEF FOR THE UNITED STATES IN OPPOSITION

OPINIONS BELOW

The opinion of the court of appeals (Pet. App. 1-14) is
reported at 159 F.3d 932. The opinion of the district
court (Pet. App. 15-33) is unreported.

JURISDICTION

The judgment of the court of appeals was entered on
November 12, 1998. The petition for rehearing was
denied on January 13, 1999 (Pet. App. 36). The petition
for a writ of certiorari was filed on April 12, 1999. The
jurisdiction of this Court is invoked under 28 U.S.C.
1254(1).

STATEMENT

1. Petitioner married Ken Martin 1958. They lived
in Louisiana prior to their legal separation and divorce

(1)

2

in 1991, and all of the property that they possessed
while married was community property (Pet. App. 2).

On February 19, 1991, Ken Martin filed a petition for
relief under Chapter 7 of the Bankruptcy Code. Peti-
tioner did not join in the petition. Since her husband’s
bankruptcy petition was filed prior to any legal parti-
tion of the community property, the community
property became part of her husband’s bankruptcy
estate under 11 U.S.C. 541(a). To protect-her interest
in the community property, petitioner filed a proof of
claim in the bankruptcy case in which she asserted an
“undivided 1/2 interest in debtor’s community” (Pet.
App. 2-3 n.3). In an amended proof of claim, she further
asserted “claims for fraud, bad faith management of the
community, breach of [the] debtor’s fiduciary duty, and
any and all other delictual, contractual and quasi-con-
tractual claims” (ibid.).

One valuable asset of the community estate was a gas
purchase contract held by Martin Interstate Gas Com-
pany, a company formed and wholly owned by Ken
Martin (Pet. App. 3 n.4). The contract required
Louisiana Interstate Gas Company to purchase large
quantities of natural gas at a specified price that was
substantially higher than the prevailing market price
(ibid.). Tenneco, Inc., which had guaranteed the
buyer’s performance under the gas purchase contract
(ibid.), recognized that it would have substantial liabil-
ity under the contract. It therefore sought to acquire
the interests of all parties asserting rights thereunder
(id. at 18). Those parties included petitioner and the
trustee of her husband’s bankruptcy estate (ibid.).

On July 1, 1993, Tenneco entered into an agreement
with petitioner under which it paid her $5.75 million in
exchange for her release of her claims under the gas
purchase contract and her conveyance to Tenneco of all

3

of her claims against her husband’s bankruptcy estate
(Pet. App. 18-19). On July 2, 1993, Tenneco entered into
an agreement with the trustee of her husband’s bank-
ruptcy estate under which the trustee was paid $7
million for an option to purchase the estate’s rights
under the gas purchase contract (id. at 20).

On July 9, 1993, the trustee of the bankruptcy estate
commenced an adversary proceeding in which it
claimed that the $5.75 million that Tenneco had paid to
petitioner was property of the estate (Pet. App. 20).
Petitioner argued that she could not and did not sell to
Tenneco any assets belonging to her husband’s bank-
ruptcy estate. The bankruptcy court agreed, holding
that petitioner sold to Tenneco only her personal inter-
est as a claimant against the bankruptcy estate (ibid.).

On March 3, 1994, Tenneco and the trustee of her
husband’s bankruptcy estate amended the July 2, 1993,
agreement to provide a release of all outstanding claims
by each party to the various lawsuits concerning the
gas purchase contract and to effect a distribution of all
of the assets in the bankruptcy estate (Pet. App. 21).
No distribution was ever made from the estate to
Tenneco in satisfaction of the claims that it had ac-
quired from petitioner (id. at 21-22).

2. The trustee of the bankruptcy estate reported the
$7 million payment from Tenneco on the estate’s federal
income tax return for its fiscal year 1992 (Pet. App. 20,
22). Although petitioner disclosed the $5.75 million pay-
ment from Tenneco on her federal income tax return for
the year 1993, she took the position that the payment
was not subject to tax. The Internal Revenue Service
audited her return and determined that the payment
constituted taxable income. Petitioner paid the re-
sulting taxes and interest and brought this refund suit
in district court (ibid.). She contended that the

payment she received from Tenneco was excluded from
tax under Section 1898(f)(2) of the Internal Revenue
Code on the theory that it constituted a transfer “of an
asset from the estate to the debtor” (26 U.S.C.
1398(f)(2)).’

The district court granted the government’s motion
for summary judgment (Pet. App. 34-35). Noting that
all income from any source is presumptively taxable,
the court concluded that petitioner had failed to
demonstrate that the $5.75 million payment from
Tenneco falls within any specific exclusion from tax
under the Internal Revenue Code (id. at 23). The court
ruled, in particular, that Section 1398(f)(2) of the
Internal Revenue Code does not apply to this case
because petitioner was not a “debtor” to whom that
exclusion applies. Instead, petitioner “was a ‘nonfiling
spouse,’ which does not equate to a bankruptcy
‘debtor’” (id. at 25). Moreover, “there was no transfer
of an ‘asset,’ but rather the transaction was a sale of
[petitioner’s] claim against the [bankruptcy] estate”
and petitioner “did not receive the $5.75 million from
the ‘estate’ but from “Tenneco’” (id. at 26). Because this

1 Petitioner contended in the alternative that, under the
rationale of United States vy. Davis, 370 U.S. 65 (1962), the payment
from Tenneco should be viewed as if-it were a taxable sale of
marital property by her husband’s bankruptcy estate to petitioner
followed by a sale of that property by petitioner to Tenneco. The
district court and the court of appeals rejected that contention
(Pet. App. 13, 31-33), and petitioner has not raised that claim in her
petition in this case.

Petitioner also argued in the district court that the payment
was excluded from her income under Section 1041 of the Internal
Revenue Code as a transfer of property between spouses incident
to divorce (Pet. App. 24, 27-31). She waived that contention in the
court of appeals (id. at 11), however, and has not renewed it here.

5

case involves the sale of an asset by a non-debtor to a
third-party, and does not involve the transfer of an
asset from the estate to the debtor, the exclusion from
tax provided by Section 1398(f)(2) is “inapplicable here”
(id. at 25).

3. The court of appeals affirmed (Pet. App. 1-14).
The court concluded that Section 1398(f)(2) “is inap-
plicable to the facts of this case” because petitioner
“never received a transfer of an asset from the Estate
on termination of the Estate” (id. at 8). The court held
that the “origin of the claim doctrine” does not apply to
recharacterize the $5.75 million payment from Tenneco
to petitioner as a payment in satisfaction of petitioner's
marital claims against the bankruptcy estate (id. at 9-
11). The court explained that petitioner’s claims
against the bankruptcy estate “were not settled; * * *
th{e] [payment from Tenneco] did not extinguish her
underlying claims * * * ; rather, it expressly
transferred her claims to Tenneco” (id. at 10).

ARGUMENT

The decision of the court of appeals is correct and
does not conflict with any decision of this Court or any
other court of appeals. Further review is therefore not
warranted.

1. Ina liquidation or reorganization under the Bank-
ruptey Code, the bankruptcy estate includes “all legal
or equitable interests of the debtor in property as of the
commencement of the case” (11 U.S.C. 541(a)(1)) as well
as the “[p]roceeds * * * or profits of or from property
of the estate” (11 U.S.C. 541(a)(6)). See In re Graham,
726 F.2d 1268 (8th Cir. 1984). The bankruptcy estate
formed by the commencement of a bankruptcy case is a
separate taxable entity; it is directly liable for any taxes
owed with respect to the items of income that it

6

receives. 26 U.S.C. 1398. See In re Kochell, 804 F.2d
84, 87 (7th Cir. 1986).

Because the bankruptcy estate is itself to pay the tax
owed on the income it receives, Section 1398(f)(2) of the
Internal Revenue Code provides that, on “termination
of the estate, a transfer (other than by sale or ex-
change) of an asset from the estate to the debtor” is to
be treated as a tax-free exchange. 26 U.S.C. 1398(f)(2).
See In re Terjen, 154 B.R. 456, 458 (Bankr. E.D. Va.
1993), aff’d, 30 F.3d 131 (4th Cir. 1994). This statute
thereby avoids a double tax on the items of income
already subjected to tax in the hands of the bankruptcy
estate.

As the courts below correctly concluded (Pet. App. 8-
10, 25-26), Section 1398(f)(2) does not apply to this case.
That Section applies only to transfers “from the estate
to the debtor.” Petitioner, who neither filed nor joined
in the bankruptcy petition, plainly was not a “debtor” in
the bankruptcy case. See 11 U.S.C. 101(13); In re
Kastner, 197 B.R. 620, 623-624 (Bankr. E.D. La. 1996).
Moreover, as the court of appeals observed, petitioner
“never received a transfer of an asset from the Estate
on [the] termination of the Estate” (Pet. App. 8). In-
stead, she received a payment of $5.75 million from
Tenneco almost one year prior to the termination of
Ken’s bankruptcy estate (id. at 11).’

2 The present case involves a factually unique situation—the
purchase by an unrelated party of the nonfiling spouse’s claims
against a bankruptcy estate. Notwithstanding petitioner’s sugges-
tion that the number of nonfiling spouses whose interest in
community property is transferred to their spouses’ bankruptcy
estate is “probably substantial, perhaps in the thousands” (Pet. 11),
we are unaware of any similar pending cases. The specific issue
presented in this case is unlikely to recur with any frequency, if at
all.

7

2.a. Petitioner contends (Pet. 12-17) that, under the
“origin of the claim doctrine,” the payment that she
received from Tenneco should be recharacterized as a
payment from her husband’s bankruptcy estate. Under
the “origin of the claim doctrine,” amounts received in
settlement of a claim are treated for tax purposes as
having the same character as the claim itself. See, e.g.,
Helvering v. Safe Deposit Co., 316 U.S. 56 (1942); Lyeth
v. Hoey, 305 U.S. 188 (1938); Harly v. Commissioner,
445 F.2d 166 (5th Cir.), cert. denied, 404 U.S. 855 (1971);
Raytheon Production Corp. v. Commissioner, 144 F.2d
110, 113 (1st Cir.), cert. denied, 323 U.S. 779 (1944).
Petitioner errs, however, in asserting (Pet. 11) that the
payment she received from Tenneco released her hus-
band’s bankruptcy estate from petitioner’s marital
claims and should therefore be treated as a nontaxable
distribution from the bankruptcy estate to petitioner.

The court of appeals correctly rejected petitioner’s
attempted application of the “origin of the claim doc-
trine” to this case. As the court explained (Pet. App.
10):

[Petitioner’s] claims were not settled; she sold her
claims against Ken’s estate to Tenneco for a $5.75
million payment. This payment did not operate to
extinguish her underlying claims against the Estate;
rather, it expressly transferred her claims to Ten-
neco. Consequently, regardless of whether [peti-
tioner] might have thought subjectively that this
payment was in settlement of her claims—in lieu of
a tax-free Estate distribution—the fact is inescap-
able that the $5.75 million payment is the proceeds
of the sale of her unextinguished claims.

The agreement between petitioner and Tenneco did
not settle petitioner’s marital claims against the bank-

8

ruptcy estate; it merely transferred those claims to
Tenneco. The payment from Tenneco did not, in form
or substance, constitute a transfer from the estate to
petitioner. Moreover, even if it had, petitioner is not
the “debtor” to whom tax-free distributions may be
made under Section 1398(f)(2). She was instead a
claimant against the bankruptcy estate. The transfer of
assets from a bankruptcy estate to a claimant against
the estate does not qualify for tax-free treatment under
the plain text of Section 1398(f)(2).

b. Petitioner errs in contending (Pet. 12-16) that the
decision in this case narrows the “origin of the claim
doctrine” and thereby conflicts with Lyeth v. Hoey,
supra. The Lyeth case involved an heir who contested
a will that left him a small legacy while leaving the
residue of the estate to the founder of the Christian
Science religion. The heir claimed that the will was
invalid due to lack of capacity and undue influence.
Under the settlement of that will contest, the heir
received $140,000 from the residue of the estate. The
Internal Revenue Service treated the settlement pay-
ment as income to the heir in the year it was received.
This Court held, however, that the property had been
acquired “by bequest, devise, or inheritance” and was
therefore not subject to the federal income tax. 305

3 Petitioner also erroneously contends (Pet. 12-14) that the
decision in this case conflicts with United States v. Hilton Hotels
Corp., 397 U.S. 580 (1970), Woodward v. Commissioner, 397 U.S.
572 (1970). and United States v. Gilmore, 372 U.S. 39 (1963). Those
cases involve the deductibility of litigation costs in the context of
divorce and corporate restructuring transactions and are plainly
inapposite to the facts of this case.

a <r ee eccanee tae

9

U.S. at 195-197. The Court explained that (id. at 195-
196):

{Lyeth] was concededly an heir of his grandmother
under the Massachusetts statute. It was by virtue
of that heirship that he opposed probate of her
alleged will which constituted an obstacle to the
enforcement of his right. * * *

* * * * *

There is no question that [Lyeth] obtained that
portion [of the decedent’s estate], upon the value of
which he is sought to be taxed, because of his
standing as an heir and of his claim in that capacity.

The facts of Lyeth are, of course, quite different from
those of the present case. Moreover, the reasoning of
Lyeth contradicts petitioner’s position in this case. In
entering into the agreement with petitioner, Tenneco
was not acting on behalf of her husband’s bankruptcy
estate and did not seek to satisfy petitioner’s marital
claims. Instead, as the record demonstrates (Pet. App.
2-3, 18-19), Tenneco’s concern was to limit its potential
liability under the gas purchase contract. Under the
agreement with petitioner, Tenneco acquired her
claims against the bankruptcy estate; it did not extin-
guish those claims. Under the reasoning of Lyeth, since
payments made to petitioner pursuant to the gas pur-
chase contract would unquestionably have been tax-
able, the amounts paid to petitioner in settlement of her
claims under that contract should also have the same
character and are therefore plainly subject to tax. See
Lyeth v. Hoey, 305 U.S. at 195-197.

Petitioner errs in contending (Pet. 14-16) that the
decision in this case conflicts with the holdings of other
circuits. Those decisions, like Lyeth, simply hold that

10

the nature or character of amounts received in settle-
ment of a claim turns on the nature of the claim settled.
See, e.g., Alexander v. Internal Revenue Service, 72
F.3d 938, 942-944 (1st Cir. 1995); Parker v. United
States, 573 F.2d 42, 46-48 (Ct. Cl.), cert. denied, 439 U.S.
1046 (1978); Early v. Commissioner, 445 F.2d 166, 170
(5th Cir. 1971); Turzillo v. Commissioner, 346 F.2d 884,
887-888 (6th Cir. 1965); Commissioner v. Murdoch, 318
F.2d 414, 426-427 (3d Cir.), cert. denied, 375 U.S. 879
(1963); Victor E. Gidwitz Family Trust v. Commis-
sioner, 61 T.C. 664, 673 (1974). None of those decisions
holds that the purchase by an unrelated third party of a
taxpayer’s right to sue a debtor in a bankruptcy case is
to be characterized as a payment from the bankruptcy
estate to the “debtor” under Section 1398(f)(2) of the
Internal Revenue Code.

3. Petitioner errs in contending (Pet. 18-21) that a
failure to treat her as a “debtor” for purposes of Section
1398(f)(2) of the Internal Revenue Code would deny her
equal protection of the laws. A different tax treatment
of debtors and claimants against the bankruptcy estate
is constitutionally permissible.

The guarantee of equal protection under the Due
Process Clause of the Fifth Amendment is “essentially
a direction that all persons similarly situated should be
treated alike.” City of Cleburne v. Cleburne Living
Center, 473 U.S. 482, 439 (1985) (quoting Plyler v. Doe,
457 U.S. 202, 216 (1982)). See also Schlesinger v.
Ballard, 419 U.S. 498, 500 n.3, 507 (1975). A “debtor”
and a person who possesses a claim against the bank-
ruptcy estate are plainly not “similarly situated.” Asa
nonfiling spouse who had an interest in the community
property transferred to the bankruptcy estate pursuant
to 11 U.S.C. 541(a)(2), petitioner was entitled to and did
file a claim against the estate. 11 U.S.C. 101(10), 501.

11

By contrast, her husband, who was the “debtor” in the
bankruptcy case, retained no interest in the non-
exempt community property transferred to the
bankruptcy estate and was entitled only to any excess
property that might remain after satisfaction of all
claims. 5 Collier on Bankruptcy 4 541.04, at 541-12
(rev. 15th ed. 1999). Because a bankruptcy estate is a
separate taxable entity that directly recognizes and
pays tax upon the items of income to which the estate is
entitled (see page 5, swpra), the bankruptcy estate
involved in this case was required to and did pay
federal income taxes on the $7 million settlement
payment that it received from Tenneco (see page 3,
supra). After that tax was paid, if any property had
remained to be distributed to the “debtor,” Section
1398(f)(2) would operate to prevent a double tax being
imposed on that amount received by the “debtor.” By
contrast, since petitioner was not the “debtor,” the
bankruptcy estate paid no tax on the settlement she
made with Tenneco. As a claimant against the bank-
ruptcy estate, she was thus not similarly situated with
the “debtor” in the tax treatment of these transactions.
The different treatment of her settlement merely
reflects—and equalizes—these differences in the tax
treatment of “debtors” and non-debtors.

Section 1398(f)(2) is thus designed to achieve, not
undermine, equal taxation of similar items of income.
By recognizing these differences in the tax treatment of
debtors and non-debtors, Section 1398(f)(2) does not
deny equal protection of the laws. See Schlesinger v.
Ballard, 419 U.S. at 500 n.3, 507; Richard v. Hinson, 70
F.3d 415, 417 (5th Cir. 1995), cert. denied, 518 U.S. 1004
(1996). There is no conflict among the circuits nor other
reason to warrant review of the decision in this case.

12

CONCLUSION
The petition for a writ of certiorari should be denied.

Respectfully submitted.

SETH P. WAXMAN
Solicitor General
LORETTA C. ARGRETT
Assistant Attorney
General
JONATHAN 8S. COHEN MICHELLE
B. O’CONNOR
Attorneys

MAY 1999

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40386018_1584%3A2. Public record. Not legal advice.