Paul J. Harris
Wheeling, West Virginia
Attorney for Joseph Tankovits, III,
John Tankovits, Denise Clayton,
and Le Ann Harris
Charles O. Lorenson
George & Lorensen, P.L.L.C.
Charleston, West Virginia
James T. McClure
Gompers, McCarthy & McClure
Wheeling, West Virginia
Attorneys for Lee J. Glessner and
Windmill Truckers Center, Inc.
Jolyon W. McCamic
McCamic & McCamic
Wheeling, West Virginia
Attorney for Gary Glessner
JUSTICE ALBRIGHT delivered the Opinion of the Court.
1. In reviewing challenges to the findings
and conclusions of the circuit court, we apply a two-prong deferential standard
of review. We review the final order and the ultimate disposition under an
abuse of discretion standard, and we review the circuit court's underlying
factual findings under a clearly erroneous standard. Questions of law are
subject to a de novo review. Syl. Pt. 2, Walker v. West Virginia
Ethics Comm'n, 201 W.Va. 108, 492 S.E.2d 167 (1997).
2. The issue of whether settlement amounts paid
to heirs in compromise of an inheritance claim fall within the exclusion from
gross income provided for the value of property acquired by gift, bequest,
devise, or inheritance is a federal question that is controlled by federal
3. A circuit court is without power to direct a taxpayer to disregard federal income tax laws and regulations.
Through this consolidated action, the parties to
this appeal seek to reverse two separate orders of the Circuit Court of Ohio,
both of which were entered on October 3, 2000, that pertain to a settlement
agreement arising from allegations of improper funding and management of a
trust. Upon a full review of the arguments in conjunction with the record
submitted to this Court, we conclude that the circuit court committed error
with regard to each of its orders dated October 3, 2000, and accordingly,
we reverse and remand.
After discovering that certain breaches of fiduciary
duty may have taken place, the four surviving children of Imogene
(See footnote 2)
(hereinafter referred to as Plaintiffs) filed a lawsuit in
1996 against the trustees, WesBanco, Windmill, and various CPA defendants
through which they alleged breach of fiduciary care; intentional interference
with testamentary bequest; conversion; fraud; and negligence. Despite requests
from the fiduciary commissioner, no fiduciary accountings relative to the
estate of Lee S. were filed until sometime in 1995.
(See footnote 3) Once the accountings were
filed, the Plaintiffs discovered that the executors had been operating a de
facto trust out of estate assets that had not been brought under the supervision
and control of WesBanco,
(See footnote 4) as the designated corporate
trustee. At the center of the alleged defalcations, was a stock redemption
footnote 5) under which all 1,089 shares of stock held by Lee S. at the time of his death, valued at $3,002,646
for estate tax purposes, were sold by the estate to Windmill. Upon his father's
death, Lee J. had assumed the presidency and operation of Windmill.
As the result of a settlement conference held on
July 22, 1999, an agreement was reached and the terms of settlement were placed
upon the record. Under the settlement agreement, Lee J., Imogene, and Windmill
agreed to pay the Plaintiffs $2,500,000 through a combination of both cash
and real property. In exchange for this payment, the Plaintiffs agreed to
transfer to Gary Glessner, the son of Lee. J., their one-half interest in
certain real estate underlying the Dallas Pike BP/Dairy Queen property.
(See footnote 6)
The Plaintiffs received an additional $900,000 as the result of payments
from other settling defendants.
(See footnote 7) The settlement agreement
expressly provided that the $900,000 would be paid to the estate prior to distribution to the Plaintiffs. Similarly, the $2,500,000 in property and
cash owed to the Plaintiffs from the trustees and Windmill was required to
be paid to the estate before it was distributed to the Plaintiffs as
partial distribution of their inheritance.
When problems arose with regard to the settlement
agreement, the Plaintiffs filed two separate motions to enforce the agreement.
(See footnote 8)
On December 11, 1999, the trial court heard the motions to enforce and
ruled, by order dated December 15, 1999, that all the cash payments required
under the settlement agreement were to be deposited into the appropriate accounts
(See footnote 9)
and in turn, paid out to the Plaintiffs as a partial distribution
of Plaintiffs' inheritance. The lower court further ordered that the
Plaintiffs were to receive the total cash settlement owed to them on December
15, 1999. That amount _ $2,879,736 _ included the $900,000 in settlement proceeds
paid by Nationwide, WesBanco, and the CPA Defendants,
(See footnote 10) as well as the $1,979,736
cash differential that the Plaintiffs were owed under the $2,500,000 portion of the settlement.
(See footnote 11) While the trial court recognized
the existence of additional issues in need of resolution in its order of December
15, 1999, including the tax issue, it deferred decision on these
issues pending receipt of additional briefs.
In one of two orders entered on October 3, 2000,
the trial court addressed the tax issue, which involved the question
of whether the settlement amounts were taxable to the Plaintiffs under the
terms of the settlement agreement. Reasoning that the $2,500,000 in cash and
property from the trustees and Windmill was paid to the Plaintiffs as
a partial distribution of their inheritance, the trial court ruled that
this sum is not to be treated as gross income for state and federal
tax purposes and the Trust is prohibited from taking a deduction on such payments.
With regard to the $900,000 paid by WesBanco, Nationwide, and the CPA Defendants,
the lower court characterized the same as compensatory damages
and directed that those funds must be treated as such for tax purposes.
(See footnote 12)
In a separate order entered on October 3, 2000, the
trial court ruled upon an issue concerning the Plaintiffs' execution of a deed
necessary to transfer their interest in the real property underlying the
Dallas Pike BP/Dairy Queen property. The Plaintiffs contend that only
after the settlement agreement was reached did they learn that their ownership
interest in the subject property might include improvements to the property
and not just the land itself. In drafting a deed to effectuate the property
transfer, the Plaintiffs' counsel inserted language that would reserve and except
any other interest that they might own in the property, other than the land
underlying the subject business entity.
(See footnote 13) Gary Glessner, the grantee,
refused to accept this deed and the trial court was asked to resolve whether
the reservation/exception clause could be inserted into the deed. Rejecting
the Plaintiffs' argument of mutual mistake regarding the extent
of the ownership interests in the subject property,
(See footnote 14) the trial court ordered the
Plaintiffs to execute the deed prepared by counsel for Gary Glessner
(See footnote 15)
_ the deed that did not include a reservation or exception clause.
Through this consolidated appeal, Lee J. seeks to have
this Court rule that the trial court committed error when ruling on the tax
issue by prohibiting the trust from treating the $2,500,000 settlement
amount paid to the Plaintiffs as a distribution of income and in ruling that
the terms of the settlement agreement indicate that the Plaintiffs were to incur
no tax liability in connection with their receipt of these settlement funds.
The Plaintiffs seek a ruling from this Court permitting them to convey their
interest in the property underlying the BP/DQ property expressly subject to
reservation and/or exception of any other interest they may have in improvements
made to the property while it was under lease to Windmill. The Plaintiffs also
seek a ruling from this Court that the lower court erred in concluding that
the $900,000 in settlement funds paid by WesBanco, Nationwide, and the CPA Defendants
was compensatory in nature and, thus, not exempt from characterization as gross
income under federal tax laws.
(See footnote 16)
The parties agree and intend
that the payments and transfers made to the Plaintiffs under Paragraphs 1, 2
and 4, shall be made at full value as indicated above and that no tax, administrative
fees or other expenses shall be deducted by the estate, Trust or any other party.
Further, it is the intent of all parties that any such tax, expense, et cetera,
shall not be borne by Plaintiffs.
The dispute regarding the taxability of the $2,500,000 settlement amount centers on language included in the settlement agreement that provides as follows:
In trying to ascertain the parties' intent with
regard to this language, the circuit court looked to the language that appears
earlier in the agreement which identifies the trust's payment of the $2,500,000
to the Plaintiffs as a partial distribution of their inheritance.
Based upon the inheritance nature of the $2,500,000 settlement payment, the
trial court then reasoned that the final sentence in the clause of the agreement
under discussion, which provides that any such tax, expense, etc. shall
not be borne by Plaintiffs, had to mean that no taxes were to
be paid on said sum. This reasoning, however, does not withstand scrutiny.
Given the ambiguity surrounding the meaning of the terms
any such tax in the last sentence of the clause, we find it necessary
to apply the construction principles of ejusdem generis and noscitur
a sociis. We recently explained these concepts in Murray v. State Farm
Fire and Casualty Co., 203 W.Va. 477, 509 S.E.2d 1(1998):
Under the doctrine of ejusdem generis, [w]here general words are used in a contract after specific terms, the general words will be limited in their meaning or restricted to things of like kind and nature with those specified. Syllabus Point 4, Jones v. Island Creek Coal Co., 79 W.Va. 532, 91 S.E. 391 (1917). The phrase noscitur a sociis literally means it is known from its associates, and the doctrine implies that the meaning of a general word is or may be known from the meaning of accompanying specific words. See Syllabus Point 4, Wolfe v. Forbes, 159 W.Va. 34, 217 S.E.2d 899 (1975). The doctrines are similar in nature, and their application holds that in an ambiguous phrase mixing general words with specific words, the general words are not construed broadly but are restricted to a sense analogous to the specific words.
203 W.Va. at 485, 509 S.E.2d at 9.
Applying these principles of construction to the
language at issue suggests that the second appearance of the word tax _ any
such tax . . . shall not be borne by Plaintiffs _ is not a reference
to income taxes in the general sense, but instead reference to the specific
type of tax mentioned in the previous sentence _ a tax incurred on the corpus
of the estate or trust. This conclusion is buttressed by the use of the same
terms in the second sentence of the clause that are grouped together in the
first sentence where tax deductions by the estate, Trust or any other
party are initially proscribed. By including expense, et cetera immediately after any such tax, the last sentence appears to
parallel the language of the first sentence and its prohibition of deductions
for tax, administrative fees or other expenses by the estate or
The lower court's exclusive reliance on language
indicating that the $2,500,000 settlement amount was a partial inheritance
to determine the taxation issue suggests that the trial court or the settling
parties may not have fully appreciated the existence and importance of two
separate classes of taxable events underlying the issue.
(See footnote 17) The first class of taxable
events potentially generated a federal gift or estate tax liability, by reason
of the transfer of property or moneys, either to the trust during Lee S.'s
(See footnote 18) or by reason of the transfer of property
and moneys to the estate incident to the death of Lee S. and the probate of
his will. A second class of taxable events occurred whenever income was realized
by the estate or trust, either through earnings received on the corpus of
the estate or trust, or due to profits from the sale of assets. In the case
of gift taxes, either the donor (Lee S.) or the donee (the trust) is liable for the tax; in the case of estate
taxes, the estate and its fiduciaries are primarily liable for such tax.
(See footnote 19)
With respect to the income taxes assessable on income as profits or earnings,
the tax may be paid by the estate; or, if that income and profit is distributed
to the beneficiaries of the estate, the estate may deduct the distribution,
leaving the tax to be paid by the beneficiaries. Regardless of whether the
tax issue involves the first or second class of taxable event discussed above,
the federal tax code controls who is liable for the tax and what exemptions
and deductions are allowed. See generally 26 U.S.C. §§
641- 692 (1988).
The language at issue which addresses the non-payment
by the Plaintiffs of any tax appears to be in reference to the
first class of taxable event _ taxes incurred by the estate or trust upon
the receipt of the corpus. In this Court's opinion, the agreement under consideration
simply does not address the tax effects associated with the second class of
taxable events _ which occurs when the estate or trust realizes earnings and
distributes the same.
(See footnote 20) Based on our conclusion
that the language proscribing any deductions for taxes or expenses by the
estate or trust from the $2,500,000 settlement amount only addresses the Plaintiffs' entitlement to receive the full $2,500,000 without deductions
for costs or taxes that the estate or trust might incur relative to the receipt
of property used to accumulate the settlement funds, we find the lower court
erred in concluding that the terms of the agreement provided that the Plaintiffs
were to incur no tax liability upon their receipt of these funds. Whenever
the beneficiaries of an estate or trust, here the Plaintiffs, received a distribution,
either from the corpus of the estate or trust or received income earned on
the corpus or its sale, the federal tax code controls the type of deduction
the trust or estate is entitled to make on its tax return and also, whether
the distributions thereof qualify as gross income on the Plaintiffs' personal
income tax returns. See 26 U.S.C. §§ 102, 661, 662 (1988).
On the related matter of the trial court's belated directive (See footnote 21) to the trust concerning the non-issuance of Schedule K-1's relative to the $2,500,000 settlement payment, (See footnote 22) we conclude that the lower court had no authority to require the trust to file, or not to file, any particular type of tax form or return. It is beyond discussion that a circuit court is without authority to address issues of federal tax law. See Hartwick College v. United States, 588 F.Supp. 926, 930 (N.D. N.Y. 1984), aff'd, 801 F.2d 608 (2nd Cir. 1986) (stating that Congress has created an elaborate and exclusive scheme for judicial review of federal income tax liability, assigning distinct roles in that scheme to the United States District Courts and the United States Tax Courts[;] and further recognizing that a question of income tax liability may only be determined conclusively by the federal court invested with the authority to determine it directly) (emphasis supplied, in part). With the issuance of the Lyeth decision in 1938, it was established that the issue of whether settlement amounts paid to heirs in compromise of an inheritance claim fall within the exclusion from gross income provided for the value of property acquired by gift, bequest, devise, or inheritance is a federal question that is controlled by federal tax law. See Lyeth, 305 U.S. at 193; Parker v. United States, 573 F.2d 42, 46-47 n. 6 (U.S. Ct. Cl. 1978) (recognizing as settled the notion that federal law necessarily controls issues involving whether settlement moneys qualify as inheritance under federal tax system in order to give uniformity to the application of the [Internal Revenue] Code); see also 26 U.S.C. § 102 (1996) (exempting gifts and inheritance from gross income but including income from gifts, inheritance, devises or bequeathals under federal tax system).
Issues regarding the tax effects of settlement payments
paid to heirs, which necessarily involve identification of both the source
and characterization of the funds,
(See footnote 23) are clearly beyond the power of the circuit court given the exclusive federal
jurisdiction over matters of federal taxation. See Parker, 573 F.2d
at 46-47. As a consequence of this federal jurisdiction, a circuit court is
without power to direct a taxpayer to disregard federal income tax laws and
regulations. Accordingly, the lower court committed error by indirectly instructing
the trust not to file certain tax documents relative to the settlement payments.
(See footnote 24)
Given the need to expressly reserve their possible interest
in the improvements to the real estate under the provisions of West Virginia
Code § 36-3-10, and given the unresolved nature of the Plaintiffs' interest
in the improvements, we determine that the lower court committed error by directing
the Plaintiffs to execute a deed conveying their one-half ownership in the subject
property without the requested reservation or exception clause.
(See footnote 28)
The agreement reached between the parties regarding the conveyance of the
Plaintiffs' interest in the land underlying the subject property is entitled
to be enforced. Nothing in that agreement, however, indicates that the Plaintiffs
intended to transfer any interest they owned in any improvements made to the
(See footnote 29) Since the terms of the agreement only required
the Plaintiffs to convey their interest in the land underlying the
BP and Dairy Queen establishments, the bargain reached between the parties does
not extend to and include transference of any possible ownership interest the
Plaintiffs might have in improvements to the subject real estate.
Based upon the Plaintiffs' late discovery of potential ownership interest in the improvements to the subject property and the effects of failing to reserve and except that potential interest under West Virginia Code § 36-3-10, it would be patently unfair for this Court to deny the Plaintiffs the right to reserve the opportunity to later resolve whether they have any interest in the improvements made to the property while it was under lease to Windmill. (See footnote 30) While the record suggests that title to the land and to some of the improvements situated on the property was severed, the record does not fully inform us as to the terms and conditions of any prior lease to the subject property. (See footnote 31)
By allowing the Plaintiffs to include the reservation
and exception clause set forth in their draft deed, we are not adjudicating
any issue regarding the possible ownership interests that the Plaintiffs seek
to reserve. We are merely providing the Plaintiffs with an opportunity to
prove the existence of an ownership interest at a future point in time. Upon
remand, the lower court is directed to permit the parties to execute a deed
to the property underlying the BP/DQ property that includes the exception/reservation
clause that the Plaintiffs have proposed to the trial court.
(See footnote 32)
As the United States Supreme Court recognized in
Lyeth, the characterization by a state court of funds will not determine
the federal tax consequences of those moneys. 305 U.S. at 193. Under state
law, we have no basis from which to conclude whether the lower court was in
error in deciding that the $900,000 in settlement funds was compensatory
in nature. With regard to the issue of characterizing these funds for purposes of federal tax law,
(See footnote 33) however, neither the trial
court nor this Court has jurisdiction to address this issue. The trial court's
characterization of these funds is not binding; this issue must be addressed
and resolved by the federal tax authorities.
Given the exclusive nature of federal law regarding
this taxation issue, we hold only that the lower court was without authority
to attempt to determine the tax consequences of the $900,000 in settlement
funds. Since we similarly lack authority to resolve this issue of federal
taxation, we decline to further address this issue.
Based on the foregoing, we reverse the October 3,
2000, ruling of the Circuit Court of Ohio County which determined that, under
the terms of the settlement agreement, the $2,500,000 settlement payment was
not gross income to the Plaintiffs, and directed the trust not to issue any
tax documents listing the $2,500,000 settlement payment as an income deduction
to the trust. With regard to the separate October 3, 2000, order of the Circuit
Court of Ohio County, we reverse the lower court's directive to the Plaintiffs
to execute a deed without a reservation or exception clause relative to any
interest they may be able to establish in improvements made to the subject real estate and remand this matter to
the lower court for entry of an order permitting the Plaintiffs to execute
a deed to the subject property underlying the BP/DQ that includes the proposed
reservation/exception clause. As to the characterization by the Circuit Court
of Ohio County in the October 3, 2000, tax order regarding the
$900,000 settlement payment, we find that the lower court was without jurisdiction
to rule on the characterization of such funds and we expressly decline to
address this issue due to the exclusive jurisdiction of the federal courts
in this area of federal taxation.
changed by the sale of its primary asset back to Windmill at an artificially low price. According to the Plaintiffs, the CPA defendants masterminded this stock reduction plan in order to provide Lee J. with a financial mechanism under which his holdings in Windmill were enhanced from a 31% stake pre-redemption to a 71% stake post-redemption. Under the buyout plan, Windmill purchased the stock at a price much less than its market value and had ten years in which to repay the purchase price with no interest. Although Windmill and the CPA defendants took the position below that the stock retirement was necessary to generate funds needed to pay off the federal estate tax obligation, the Plaintiffs maintain that the amount for which the stock was retired was far in excess of the tax liability.
included as gross income under IRC § 102(a) and no taxes would be borne by the Plaintiffs with respect to such payments. If, however, such inheritance is one of income, it is not excludable from gross income.