Medical College of Wisconsin v. USA
Filed opinion of the court by Judge Easterbrook. AFFIRMED. Frank H. Easterbrook, Circuit Judge; Ilana Diamond Rovner, Circuit Judge and Diane S. Sykes, Circuit Judge. [6836453-1]  [16-3863]
United States Court of Appeals
For the Seventh Circuit
MEDICAL COLLEGE OF WISCONSIN AFFILIATED HOSPITALS, INC.,
UNITED STATES OF AMERICA,
Appeal from the United States District Court
for the Eastern District of Wisconsin.
No. 14‐C‐1477 — C.N. Clevert, Jr., Judge.
ARGUED APRIL 10, 2017 — DECIDED APRIL 25, 2017
Before EASTERBROOK, ROVNER, and SYKES, Circuit Judges.
EASTERBROOK, Circuit Judge. Medical College of Wiscon‐
sin, a nonprofit corporation, received a refund of Social Se‐
curity (FICA) taxes after the Internal Revenue Service ruled
that medical residents were exempt from them until April 1,
2005. (A regulation governing later periods requires hospi‐
tals to pay FICA taxes on residents’ salaries. See Mayo Foun‐
dation for Medical Education & Research v. United States, 562
U.S. 44 (2011).) The IRS added to the refund approximately
$13 million in interest but later demanded $6.7 million back,
informing Medical College that it had used too high a rate.
Medical College returned the money and filed this suit un‐
der 28 U.S.C. §1346(a)(1), asking to have the disputed sum
restored. See also 26 U.S.C. §7422. The district court rejected
its request, 2016‐2 U.S. Tax Cas. (CCH) ¶50,409 (E.D. Wis.
Sept. 14, 2016), precipitating this appeal.
The parties’ dispute arises from 26 U.S.C. §6621, which
(a) General rule.
(1) Overpayment rate. The overpayment rate established
under this section shall be the sum of—
(A) the Federal short‐term rate determined under sub‐
section (b), plus
(B) 3 percentage points (2 percentage points in the case
of a corporation).
To the extent that an overpayment of tax by a corporation for
any taxable period (as defined in subsection (c)(3), applied
by substituting “overpayment” for “underpayment”) ex‐
ceeds $10,000, subparagraph (B) shall be applied by substi‐
tuting “0.5 percentage point” for “2 percentage points”.
The IRS initially paid Medical College interest at the federal
short‐term rate plus 3 percentage points under §6621(a)(1)(B)
but then decided that interest should be paid at the short‐
term rate plus 2 percentage points for the first $10,000 and
0.5 percentage points for the rest. Medical College contends
that the IRS got it right the first time, because, in light of
subsection (c), a nonprofit is not the sort of corporation to
which paragraph (a)(1)(B) refers.
Subsection (c) reads:
(c) Increase in underpayment rate for large corporate under‐
(1) In general. For purposes of determining the amount of in‐
terest payable under section 6601 on any large corporate un‐
derpayment for periods after the applicable date, paragraph
(2) of subsection (a) shall be applied by substituting “5 per‐
centage points” for “3 percentage points”.
(2) Applicable date. For purposes of this subsection—
(A) In general. The applicable date is the 30th day after
the earlier of—
(i) the date on which the 1st letter of proposed de‐
ficiency which allows the taxpayer an opportunity
for administrative review in the Internal Revenue
Service Office of Appeals is sent, or
(ii) the date on which the deficiency notice under
section 6212 is sent. The preceding sentence shall
be applied without regard to any such letter or no‐
tice which is withdrawn by the Secretary.
(B) Special rules.
(i) Nondeficiency procedures. In the case of any
underpayment of any tax imposed by this title to
which the deficiency procedures do not apply,
subparagraph (A) shall be applied by taking into
account any letter or notice provided by the Secre‐
tary which notifies the taxpayer of the assessment
or proposed assessment of the tax.
(ii) Exception where amounts paid in full. For
purposes of subparagraph (A), a letter or notice
shall be disregarded if, during the 30‐day period
beginning on the day on which it was sent, the
taxpayer makes a payment equal to the amount
shown as due in such letter or notice, as the case
(iii) Exception for letters or notices involving small
amounts. For purposes of this paragraph, any let‐
ter or notice shall be disregarded if the amount of
the deficiency or proposed deficiency (or the as‐
sessment or proposed assessment) set forth in
such letter or notice is not greater than $100,000
(determined by not taking into account any inter‐
est, penalties, or additions to tax).
(3) Large corporate underpayment. For purposes of this sub‐
(A) In general. The term “large corporate underpay‐
ment” means any underpayment of a tax by a C cor‐
poration for any taxable period if the amount of such
underpayment for such period exceeds $100,000.
(B) Taxable period. For purposes of subparagraph (A),
the term “taxable period” means—
(i) in the case of any tax imposed by subtitle A, the
taxable year, or
(ii) in the case of any other tax, the period to which
the underpayment relates.
Most of subsection (c) is irrelevant to the computation of in‐
terest under subsection (a). True, subsection (a) absorbs the
definition of “taxable period” from paragraph (c)(3), but that
definition does not assist Medical College.
Medical College sees greater significance in subsection
(c). It points to subparagraph (c)(3)(A), which defines the
term “large corporate underpayment” as an underpayment
of more than $100,000 by a “C corporation.” According to
Medical College, nonprofit corporations are not C corpora‐
tions. (We indulge that assumption in this opinion, though it
is hard to reconcile with 26 U.S.C. §1361(a)(2), which defines
as a C corporation every corporation that is not an S corpora‐
tion.) That “C corporation” excludes not‐for‐profit entities is
significant, Medical College insists, because reading the
word “corporation” in subsection (a) to mean C corporation
would entitle all nonprofit corporations to the higher rate of
interest called for by paragraph (a)(1). Two other courts of
appeals have considered this line of argument; both have re‐
jected it. Maimonides Medical Center v. United States, 809 F.3d
85 (2d Cir. 2015); United States v. Detroit Medical Center, 833
F.3d 671 (6th Cir. 2016). Medical College wants us to disagree
with these decisions, but we find them persuasive.
The cornerstone of Medical College’s argument is that
one word means the same thing throughout a statutory sec‐
tion. See Antonin Scalia & Bryan A. Garner, Reading Law
Canon 25 (2012). Scalia and Garner call this canon the “Pre‐
sumption of Consistent Usage”; Medical College prefers the
Latin in pari materia. Either way, the contention is that if
“corporation” means “for‐profit corporation” in subsection
(c), then “corporation” means the same thing throughout
§6621 even though in other parts of the Internal Revenue
Code—as indeed in other titles of the United States Code,
such as the diversity jurisdiction of 28 U.S.C. §1332(a)—an
incorporated nonprofit entity is a “corporation.”
At least two things are wrong with this line of argument.
First, subparagraph (c)(3)(A) does not define the word
“corporation.” It defines the phrase “large corporate under‐
payment.” That phrase doesn’t contain the noun “corpora‐
tion,” and the use of “corporate” as an adjective does not tell
us anything about the kind of corporation involved. The rest
of that subsection tells us that the phrase as a whole means
an underpayment of more than $100,000 by a C corporation,
but this does not say or imply that every reference to “corpo‐
ration” in all of §6621 means “C corporation.” To the contra‐
ry, the distinction between “corporation” in subsection (a)
and “C corporation” in subparagraph (c)(3)(A) implies a dif‐
ferent meaning. A presumption that a single word means the
same thing throughout a statute goes together with a pre‐
sumption that different words mean different things.
Second, paragraph (c)(3) tells us how far its definitions
extend. It begins “[f]or purposes of this subsection”—in oth‐
er words, subsection (c), the only part of §6621 in which
“large corporate underpayment” plays a role. What Scalia
and Garner call the presumption of consistent usage is just
that: a presumption. It is overcome by other indicators, such
as a provision that a definition covers just one subsection.
Koons Buick Pontiac GMC, Inc. v. Nigh, 543 U.S. 50 (2004), is
among many decisions showing that the Justices take seri‐
ously the way statutory subdivisions refer to each other.
Subsection (a) likewise tells us exactly how much of para‐
graph (c)(3) is borrowed: its definition of “taxable period”.
The rest of paragraph (c)(3) pertains to subsection (c) alone.
It follows from each of these reasons that Medical Col‐
lege was entitled to interest at the rate for all corporations.
This is where matters now stand, so Medical College is not
entitled to more. The opinions in Maimonides Medical Center
and Detroit Medical Center address these issues in greater de‐
tail. To the extent we have skipped over any of Medical Col‐
lege’s arguments, it is enough to say that we agree with our
colleagues in the Second and Sixth Circuits.
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?