California State Board of Equalization v. Sierra Summit Inc/Opinion of the Court

Enmeshed in a tangled skein of procedural and state-law issues is a ruling on an important federal question that was critical to the decision of the Court of Appeals in this case. The court's ultimate holding was that a Bankruptcy Court's injunction against the assessment of a state sales tax upon the proceeds of a trustee's liquidation sale of an inventory of skis also barred the collection of a use tax from the purchaser's lessees. In the process of reaching its decision, the Ninth Circuit rejected an argument that a case well known to California bankruptcy lawyers as "Goggin II " was wrongly decided. The three-judge panel that heard the case concluded that it was not within its power-"and not within its heart-to change a rule of this circuit that has been in force for over thirty years." In re China Peak Resort, 847 F.2d 570, 572 (1988). Because the rule of "Goggin II " conflicts with the rule applied in other Circuits, and because we have both the power and the duty to resolve the conflict, we granted certiorari. 488 U.S. 992, 109 S.Ct. 554, 102 L.Ed.2d 581 (1988).

The Goggin cases concerned the attempt by the California State Board of Equalization, petitioner here, to assess sales and use taxes on a bankruptcy liquidation sale. In Goggin I, 191 F.2d 726 (1951), cert. denied, 342 U.S. 909, 72 S.Ct. 302, 96 L.Ed. 680 (1952), the Court of Appeals for the Ninth Circuit rejected the Board's attempt to assess a nondiscriminatory sales tax imposed on retailers to a liquidation sale made by a bankruptcy trustee under court order. Although the court based its decision on a construction of state law that excluded the trustee from the definition of retailer, Judge Fee in concurrence wrote that the assessment constituted an unlawful tax upon court processes. Six years later, Judge Fee, writing for the Circuit panel in Goggin II, made those views law. 245 F.2d 44, cert. denied, 353 U.S. 961, 77 S.Ct. 863, 1 L.Ed.2d 910 (1957). At issue was a California law which required the bankruptcy trustee to collect and remit use taxes imposed on the use of goods from a liquidation sale on which no sales tax had been paid. The court held the tax unlawful, finding that while it was nondiscriminatory it nonetheless burdened the "essential processes" of the bankruptcy court.

The Goggin opinions were based on two premises, each of which respondent argues supports the judgment here. First, the court held that a tax on liquidation sales places a burden on the federal function of the bankruptcy court and therefore violates principles of intergovernmental tax immunity first recognized in McCulloch v. Maryland, 17 U.S. (4 Wheat.) 316, 4 L.Ed. 579 (1819). Second, it found that a federal statute specifically authorizing the States to impose taxes on business operations of the bankruptcy trustee negated by implication their power to tax bankruptcy liquidations. Neither argument is persuasive.

The argument that a tax on a bankruptcy liquidation sale places an undue burden on a governmental operation derives from the once established view that a state tax on income or assets an individual receives from a contract with the Federal Government constit ted a tax on the contract and thereby imposed a burden on governmental operations. See, e.g., Panhandle Oil Co. v. Knox, 277 U.S. 218, 48 S.Ct. 451, 72 L.Ed. 857 (1928); Collector v. Day, 78 U.S. (11 Wall.) 113, 20 L.Ed. 122 (1871); Dobbins v. Commissioners of Erie County, 41 U.S. (16 Pet.) 435, 10 L.Ed. 1022 (1842); Weston v. City Council of Charleston, 27 U.S. (2 Pet.) 449, 7 L.Ed. 481 (1829). The Court drew a distinction between a tax imposed on a Government agent's property and a tax imposed on its operations. While the former was permissible, the latter was constitutionally proscribed. See, e.g., Railroad Co. v. Peniston, 85 U.S. (18 Wall.) 5, 33, 21 L.Ed. 787 (1873); McCulloch v. Maryland, 17 U.S. (4 Wheat.), at 345;  see also James v. Dravo Contracting Co., 302 U.S. 134, 163, 58 S.Ct. 208, 222, 82 L.Ed. 155 (1937) (footnotes omitted) (Roberts, J., dissenting) ("No tax can be laid upon th[e] franchises or operations [of government instrumentalities], but their local property is subject to non-discriminating state taxation"). Thus, although this Court held as early as 1904 that States could impose a property tax on a bankruptcy estate, see Swarts v. Hammer, 194 U.S. 441, 24 S.Ct. 695, 48 L.Ed. 1060 (1904), other courts reasonably concluded that the State could not tax the operations of the bankruptcy trustee. See, e.g., In re Flatbush Gum Co., 73 F.2d 283 (CA2 1934), cert. denied sub nom. New York v. Arnold, 294 U.S. 713, 55 S.Ct. 509, 79 L.Ed. 1247 (1935).

In James v. Dravo Contracting Co., 302 U.S. 134, 58 S.Ct. 208, 82 L.Ed. 155 (1937), however, this Court rejected the distinction between a tax on the property of an agent and a tax on the agent's operations. With the Court's decision in Dravo Contracting, "the doctrine of intergovernmental tax immunity started a long path in decline and [it] has now been 'thoroughly repudiated.' " Cotton Petroleum Corp. v. New Mexico, 490 U.S. 163, 174, 109 S.Ct. 1698, 1706, 104 L.Ed.2d 209 (1989) (quoting South Carolina v. Baker, 485 U.S. 505, 520, 108 S.Ct. 1355, 1365, 99 L.Ed.2d 592 (1988)). "[U]nder current intergovernmental tax immunity doctrine the States can never tax the United States directly but can tax any private parties with whom it does business, even though the financial burden falls on the United States, as long as the tax does not discriminate against the United States or those with whom it deals." Id., at 523, 108 S.Ct., at 1366. Absolute tax immunity is appropriate only when the tax is on the United States itself "or on an agency or instrumentality so closely connected to the Government that the two cannot realistically be viewed as separate entities, at least insofar as the activity being taxed is concerned." United States v. New Mexico, 455 U.S. 720, 735, 102 S.Ct. 1373, 1383, 71 L.Ed.2d 580 (1982).

It is evident that whatever immunity the bankruptcy estate once enjoyed from taxation on its operations has long since eroded and that there is now no constitutional impediment to the imposition of a sales tax or use tax on a liquidation sale. There is no claim, nor could there be, that the tax discriminates against bankruptcy trustees or those with whom they deal. As Judge Augustus Hand observed on similar facts in 1936: "The purchaser at the judicial sale was only required to pay the same tax he would have been bound to pay if he had purchased from anyone else." In re Leavy, 85 F.2d 25, 27 (CA2). Nor is the bankruptcy trustee so closely connected to the Federal Government that the two "cannot realistically be viewed as separate entities." United States v. New Mexico, supra, at 735, 102 S.Ct., at 1383. The bankruptcy trustee is "the representative of the estate [of the debtor]," 11 U.S.C. § 323(a); cf. Commodity Futures Trading Comm'n v. Weintraub, 471 U.S. 343, 105 S.Ct. 1986, 85 L.Ed.2d 372 (1985), not "an arm of the Government," Department of Employment v. United Stat s, 385 U.S. 355, 359-360, 87 S.Ct. 464, 467, 17 L.Ed.2d 414 (1966), and the tax on the estate is an administrative expense of the debtor, not of the Federal Government, 11 U.S.C. § 503(b)(1)(B) (1982 ed. and Supp. V). Cf. Missouri v. Gleick, 135 F.2d 134, 137 (CA8 1943). For the purposes of absolute tax immunity under the intergovernmental tax immunity doctrine, there is no material distinction between those municipal and state withholding and property taxes on the bankruptcy trustee which we have upheld, see Otte v. United States, 419 U.S. 43, 52-54, 95 S.Ct. 247, 254-255, 42 L.Ed.2d 212 (1974); Swarts v. Hammer, 194 U.S., at 444, 24 S.Ct., at 696, and the tax on the liquidation sale presented here.

The Goggin courts also based their proscription of state sales and use taxes on an implied prohibition that they found in 28 U.S.C. § 960. The Goggin II court read § 960 as setting forth "the sole area where the state is permitted to impose a tax of any type" and reasoned that because Congress had not specifically granted the States authority to impose sales and use taxes on liquidation, "essential sales in liquidation [were] inevitably free from such imposition." 245 F.2d, at 46. That view is contrary to our general approach to claims that the States' power to tax have been pre-empted and to the plain meaning and legislative history of this particular statutory provision.

Although Congress can confer an immunity from state taxation, see Washington v. United States, 460 U.S. 536, 540, 103 S.Ct. 1344, 1347, 75 L.Ed.2d 264 (1983); First Agricultural Nat. Bank v. State Tax Comm'n, 392 U.S. 339, 88 S.Ct. 2173, 20 L.Ed.2d 1138 (1968); United States v. City of Detroit, 355 U.S. 466, 474, 78 S.Ct. 474, 478, 2 L.Ed.2d 424 (1958), we have stated that "[a] court must proceed carefully when asked to recognize an exemption from state taxation that Congress has not clearly expressed," Rockford Life Ins. Co. v. Illinois Dept. of Revenue, 482 U.S. 182, 191, 107 S.Ct. 2312, 2317, 96 L.Ed.2d 152 (1987). See also Oklahoma Tax Comm'n v. United States, 319 U.S. 598, 607, 63 S.Ct. 1284, 1288, 87 L.Ed. 1612 (1943); Graves v. New York ex rel. O'Keefe, 306 U.S. 466, 479, 59 S.Ct. 595, 597, 83 L.Ed. 927 (1939). Section 960 is not such a clear expression of an exemption from state taxation. It was passed in 1934, at the height of the intergovernmental tax immunity doctrine, in response to a Federal District Court decision holding that a bankruptcy receiver operating a gasoline and oil distributing business was not liable as a matter of state law for a state sales tax on motor fuel. See H.R.Rep. No. 1138, 73d Cong., 2d Sess. (1934); S.Rep. No. 1372, 73d Cong., 2d Sess. (1934). Read most naturally, the statute evinces an intention that a State be permitted to tax a bankruptcy estate notwithstanding any intergovernmental immunity objection that might be interposed, cf. Davis v. Michigan Dept. of Treasury, 489 U.S. 803, 813, 109 S.Ct. 1500, 1506-1507, 103 L.Ed.2d 891 (1989), and that, as a matter of federal law, "a business in receivership, or conducted under court order, should be subject to the same tax liability as the owner would have been if in possession and operating the enterprise," Palmer v. Webster and Atlas Nat. Bank of Boston, 312 U.S. 156, 163, 61 S.Ct. 542, 545, 85 L.Ed. 642 (1941). The statute "indicates a Congressional purpose to facilitate-not to obstruct-enforcement of state laws." Boteler v. Ingels, 308 U.S. 57, 60-61, 60 S.Ct. 29, 32, 84 L.Ed. 78 (1939). Nothing in the plain language of the statute, its legislative history, or the structure of the Bankruptcy Code indicates that Congress intended to exclude taxes on the liquidation process from those taxes the States may impose on the bankruptcy estate.

Eighty-five years ago, in Swarts v. Hammer, 194 U.S. 441, 24 S.Ct. 695, 48 L.Ed. 1060 (1904), we held that property in the hands of a bankruptcy trustee was subject to taxation by state and municipal authorities. The appellant in that case argued, in much the same manner as respondent does here, that the transfer of assets to a bankruptcy trustee vested the Federal Government with exclusive control of the bankruptcy estate and that "no other sovereignty, be it State or foreign, is permitted to exercise any power that burdens or in any manner interferes with the distribution prescribed by the act." Statement, Specification of Error and Argument for Appellant in Swarts v. Hammer, O.T. 1902, No. 238, p. 4. We responded that "[b]y the transfer to the trustee no mysterious or peculiar ownership or qualities are given to the property," and that "there is nothing in that to withdraw it from the necessity of protection by the State and municipality, or which should exempt it from its obligations to either." 194 U.S., at 444, 24 S.Ct., at 696. If Congress wished to declare otherwise, its intent would have to "be clearly expressed, not left to be collected or inferred from disputable considerations of convenience in administering the estate of the bankrupt." Ibid. The law that has intervened in the last 85 years, rejecting any distinction between a tax on property and a tax on operations, only gives force to our conclusion that the intergovernmental tax immunity doctrine does not proscribe the tax sought to be assessed here.

We therefore vacate the judgment of the Ninth Circuit and remand the case for further proceedings consistent with this opinion.

It is so ordered.

Justice BLACKMUN, with whom Justice BRENNAN and Justice MARSHALL join, dissenting.