Summary
holding wholly-owned subsidiary liable for sales tax on transaction with parent
Summary of this case from SLW/UTAH, SF PHOSPHATES v. AUDITING DIV., TAXOpinion
No. 19390.
September 26, 1985.
Appeal from the Third District Court, Salt Lake County, Timothy R. Hanson, J.
M. Stephen Coontz, Park City, for plaintiff and appellant.
David L. Wilkinson, Atty. Gen., Mark K. Buchi, Salt Lake City, for defendant and respondent.
Appellant Institutional Laundry, Inc. (hereafter "Institutional") challenges a sales tax assessment by the Tax Commission for laundry services provided by Institutional to its parent corporation.
The facts providing the basis for the assessment are undisputed. During 1978 and 1979, Institutional was a Utah corporation owned 100% by Wasatch Medical Management Services, Inc. (hereafter "WMMS"), a health care provider. Institutional owned no property and kept no separate corporate records. Its board of directors was the same as the board of directors of WMMS. Institutional existed only for the administrative convenience of WMMS, providing laundry services for the parent on a nonprofit basis. Subsequent to 1979, the formal corporate status of Institutional was terminated and it became a division of WMMS. During 1978 and 1979, medicare and medicaid programs reimbursed WMMS on a nonprofit basis for laundry care services received from Institutional.
Pursuant to U.C.A., 1953, § 59-15-4(g) (as amended), the State Tax Commission assessed sales tax for the laundry services that were provided from July 1978 through December 1979 by Institutional and charged to WMMS. Institutional appealed the assessment by filing a petition in the district court. On cross-motions for summary judgment, Institutional's motion was denied and the motion of the Tax Commission granted. We affirm the summary judgment.
A sales tax is specifically imposed under U.C.A., 1953, § 59-15-4(g) (as amended) on amounts charged by Institutional for laundry and dry cleaning services. The laundry services performed by Institutional are clearly within the language of the statute. Institutional has the responsibility for the collection and remittance of the tax to the State Tax Commission. U.C.A., 1953, § 59-15-5 (as amended). However, Institutional claims that its nonprofit transactions with its parent corporation are not taxable. Although none of the statutory exemptions to our sales tax under U.C.A., 1953, § 59-15-6 (as amended) are applicable, Institutional argues that as a wholly owned subsidiary of WMMS, it has no real separate corporate existence and is therefore exempt from tax.
A corporation, be it parent or subsidiary, has its own legal identity and existence. Common ownership or control does not automatically destroy that separate identity. Although in appropriate cases equity may look through the corporate shell to its alter-ego to prevent fraud or wrongdoing, the general rule still applies that corporations are separate legal entities bound by the obligations as well as the benefits. Surgical Supply Center v. Industrial Commission of Utah, Dept. of Employment Security, 118 Utah 632, 223 P.2d 593, 595 (1950); Messick v. PHD Trucking Service, Inc., Utah, 678 P.2d 791 (1984). The corporate structure will not be disregarded just to facilitate tax avoidance. Western States Bankcard Association v. City County of San Francisco, 19 Cal.3d 208, 137 Cal.Rptr. 183, 561 P.2d 273 (1977).
Having elected to operate as a corporation, for whatever benefits that separate status conferred upon Institutional and its parent, Institutional must also accept the tax burden and responsibility attendant to its corporate form. A corporation may not disregard or shed its corporate clothing to avoid tax consequences. Ogden Union Railway and Depot Co. v. State Tax Commission, 16 Utah 2d 23, 395 P.2d 57 (1964), modified on rehearing, 16 Utah 2d 255, 399 P.2d 145 (1965); Cal-Metal Corp. v. California State Board of Equalization, 161 Cal.App.3d 759, 207 Cal.Rptr. 783 (1984). When a taxpayer has chosen to conduct business under a particular arrangement, it cannot disregard the consequence of that arrangement when it would otherwise be to the taxpayer's disadvantage. 19 Cal.3d at 219, 137 Cal.Rptr. 183, 561 P.2d 273; Mercedes-Benz of North America, Inc. v. State Board of Equalization, 127 Cal.App.3d 871, 179 Cal.Rptr. 758 (1982); Montgomery Ward Co. v. State, Colo., 628 P.2d 85 (1981); Simplicity Pattern Co. v. State Board of Equalization, 27 Cal.3d 900, 167 Cal.Rptr. 366, 615 P.2d 555 (1980).
The claim that nonprofit transactions between parent and subsidiary corporations are nontaxable events was settled by this Court in Ogden Union Railway and Depot Co. v. State Tax Commission, supra. In Ogden Union Railway, the plaintiff provided railway depot services and supplies on a nonprofit basis to its parent companies Union Pacific Railroad and Southern Pacific Company. We held that transactions between parent and subsidiary are within the purview of the sales tax notwithstanding that the business of the subsidiary is nonprofit and exclusively with and for the convenience of the parent. We also rejected as unpersuasive the case of Valier Coal Co. v. Department of Revenue, 11 Ill.2d 402, 143 N.E.2d 35 (1957), upon which Institutional relies here. 16 Utah 2d at 27-28, 395 P.2d 57. See also Superior Coal Co. v. Department of Finance, 377 Ill. 282, 36 N.E.2d 354, 358 (1941); annot., 64 A.L.R.2d 769 (1959).
In addition to Valier Coal Co., appellant Institutional relies upon Mapo, Inc. v. State Board of Equalization, 53 Cal.App.3d 245, 125 Cal.Rptr. 727 (1975). Although in Mapo the transactions between parent and subsidiary were exclusive and nonprofit, that court found other factors significant which are not present in the instant case. The sole reason for Mapo's existence was merely to simplify union employment agreements. All other aspects of the company, including payroll and manufacturing, were entirely controlled by the grandfather company, Walt Disney Productions. Also, Mapo had previously obtained a favorable ruling from the taxing board based upon California sales tax provisions not found in our statute. 53 Cal.App. 3 d at 248-49, 125 Cal.Rptr. 727.
Institutional also argues that its charges for laundry services provided to WMMS are nontaxable to the extent WMMS was paid by medicare or medicaid on a nonprofit basis. We also rejected a similar contention in Ogden Union Railway. 16 Utah 2d at 28, 395 P.2d 57. Liability for sales tax does not depend upon the existence of a profit. There was no state medicaid or federal medicare regulation which required Institutional to limit its services to WMMS or imposed any price limitation on the amount Institutional could charge for its service. The only restriction by either medicare or medicaid was the amount which that program was willing to pay the health care provider. It was not required to accept medicare or medicaid assistance. There is no showing by plaintiff that the state controlled or restricted Institutional's business or activities. Institutional was free to make whatever business arrangement it chose with WMMS or any other customer.
We do not find any basis for departing from our prior decision and affirm the summary judgment below in favor of the State Tax Commission.