Microsoft Files FOIA Suit Against IRS

3. Venue is proper in this Court pursuant to 5 U.S.C. § 552(a)(4)(B).

5. Defendant is an agency of the United States government within the meaning of 5 U.S.C. § 552(f)(1), headquartered in Washington, D.C., that has possession and control over the records that Plaintiff seeks under the FOIA.

7. Records are agency records subject to the FOIA if the agency created or obtained them and the agency controlled them at the time the FOIA request is made. U.S. Dep't of Justice v. Tax Analysts, 492 U.S. 136, 144-45 (1989).

8. An agency has twenty (20) working days after receipt of a FOIA request in which to determine whether to comply with the request. 5 U.S.C. § 552(a)(6)(A)(i). If the agency fails to respond, this Court has jurisdiction upon receipt of a complaint to review, de novo, the agency's failure to respond and order the production of any agency records improperly withheld from the requester. 5 U.S.C. § 552(a)(4)(B).

9. Defendant, a bureau of the Department of the Treasury, is responsible for the administration and enforcement of the federal tax laws.

10. Defendant is presently conducting an examination of Plaintiff's federal income tax returns for the tax years ended June 30, 2004 through June 30, 2009 (the "IRS Examinations").

B. The Boies Schiller Contract

11. On September 19, 2013, Defendant and Boies Schiller & Flexner ("Boies Schiller"), a law firm, entered into a contract in the amount of $350,000 for Boies Schiller's provision of legal services. After a reasonable opportunity for further investigation or discovery, it is likely that there will be evidentiary support that Defendant procured these services in connection with the IRS Examinations.

12. Boies Schiller has "over 200 lawyers practicing in offices across the country," and "regularly serve[s] as lead counsel in the most significant and highest profile disputes in the world." About Us -- Firm Overview -- Boies, Schiller & Flexner LLP, http://www.bsfllp.com/about/firm_overview.html (last visited Mar. 7, 2015).

C. The Quinn Emanuel Contract

13. On May 19, 2014, Defendant and Quinn Emanuel Urquhart & Sullivan, LLP, ("Quinn Emanuel"), a law firm, entered into a contract in the amount of $2,185,500 for Quinn Emanuel's provision of legal services to Defendant in connection with the IRS Examinations.

14. Quinn Emanuel "is a 700-lawyer business litigation firm with 18 offices around the globe, each devoted solely to business litigation and arbitration." Quinn Emanuel: Overview, http://www.quinnemanuel.com/#4 (last visited Mar. 7, 2015).

D. The Temporary and Proposed Treasury Regulations

15. On June 18, 2014, the IRS issued Temporary and Proposed Treasury Regulations purporting to allow IRS contractors, such as Boies Schiller and Quinn Emanuel, to question witnesses pursuant to summons in IRS Examinations. T.D. 9669, 79 Fed. Reg. 34625 (Jun. 18, 2014) ("Treas. Reg. § 301.7602-1T"); REG-121542-14, 79 Fed. Reg. 34668 (Jun. 18, 2014) ("Prop. Treas. Reg. § 301.7602-1").

E. The Summons

16. On October 30, 2014, the IRS served on Microsoft a designated summons pursuant to 26 U.S.C. § 6503(j).

F. Plaintiff's First FOIA Request

17. On December 12, 2014, Plaintiff's counsel prepared a FOIA request, on Plaintiff's behalf ("Plaintiff's First FOIA Request"). A true and correct copy of Plaintiff's First FOIA Request is attached hereto as Exhibit A. Plaintiff's First FOIA Request sought:

19. On January 15, 2015, Defendant sent Plaintiff's counsel a letter in connection with Plaintiff's First FOIA Request ("Defendant's January 15, 2015 Letter"). A true and correct copy of Defendant's January 15, 2015 Letter is attached hereto as Exhibit B.

20. Defendant's January 15, 2015 Letter claimed that Defendant was unable to meet the 20 working-day statutory deadline to respond to Plaintiff's First FOIA Request, and claimed entitlement to a 10-day statutory extension, to January 30, 2015, to "search for, collect, and review responsive records from other locations." Id., at 1.

21. Defendant's January 15, 2015 Letter further claimed that Defendant would "still be unable to locate and consider release of the requested records by January 30, 2015[,]" and without statutory authority unilaterally "extended the response date to March 31, 2015." Id.

22. To date, Defendant has not responded to Plaintiff's First FOIA Request.

23. The statutory deadline for Defendant to respond to Plaintiff's First FOIA Request, January 30, 2015, has expired.

24. Because Defendant failed to comply with the FOIA time limit provisions, Plaintiff has exhausted its administrative remedies in accordance with 5 U.S.C. § 552(a)(6)(C)(i).

G. Plaintiff's Second FOIA Request

25. On December 12, 2014, Plaintiff's counsel prepared a second FOIA request, on Plaintiff's behalf ("Plaintiff's Second FOIA Request"). A true and correct copy of Plaintiff's Second FOIA Request is attached hereto as Exhibit C. Plaintiff's Second FOIA Request sought:

27. On January 15, 2015, Defendant sent Plaintiff's counsel a letter in connection with Plaintiff's Second FOIA Request ("Defendant's Second January 15, 2015 Letter"). A true and correct copy of Defendant's Second January 15, 2015 Letter is attached hereto as Exhibit D.

28. Defendant's Second January 15, 2015 Letter claimed that Defendant was unable to meet the 20 working-day statutory deadline to respond to Plaintiff's Second FOIA Request, and claimed entitlement to a 10-day statutory extension, to February 2, 2015, to "[s]earch for and collect the requested records from other locations." Id., at 1.

29. On February 2, 2015, Defendant sent Plaintiff's counsel a second letter in connection with Plaintiff's Second FOIA Request ("Defendant's February 2, 2015 Letter"). A true and correct copy of Defendant's February 2, 2015 Letter is attached hereto as Exhibit E.

30. Defendant's February 2, 2015 Letter claimed that Defendant needed "additional time to obtain and review the records[,]" and without statutory authority unilaterally extended its response date to April 2, 2015. Id.

31. To date, Defendant has not responded to Plaintiff's Second FOIA Request.

32. The statutory deadline for Defendant to respond to Plaintiff's Second FOIA Request, February 2, 2015, has expired.

33. Because Defendant failed to comply with the FOIA time limit provisions, Plaintiff has exhausted its administrative remedies in accordance with 5 U.S.C. § 552(a)(6)(C)(i).

H. Plaintiff's Third FOIA Request

34. On December 12, 2014, Plaintiff's counsel prepared a third FOIA request, on Plaintiff's behalf ("Plaintiff's Third FOIA Request"). A true and correct copy of Plaintiff's Third FOIA Request is attached hereto as Exhibit F. Plaintiff's Third FOIA Request sought:

36. On January 15, 2015, Defendant sent Plaintiff's counsel a letter in connection with Plaintiff's Third FOIA Request ("Defendant's Third January 15, 2015 Letter"). A true and correct copy of Defendant's Third January 15, 2015 Letter is attached hereto as Exhibit G.

37. Defendant's Third January 15, 2015 Letter claimed that Defendant was unable to meet the 20 working-day statutory deadline to respond to Plaintiff's Third FOIA Request, and claimed entitlement to a 10-day statutory extension, to January 30, 2015, to "[s]earch for, collect, and review responsive records from other locations." Id., at 1.

38. Defendant's Third January 15, 2015 Letter further claimed that Defendant would "still be unable to locate and consider release of the requested records by January 30, 2015[,]" and without statutory authority unilaterally "extended the response date to March 31, 2015." Id.

39. To date, Defendant has not responded to Plaintiff's Third FOIA Request.

40. The statutory deadline for Defendant to respond to Plaintiff's Third FOIA Request, January 30, 2015, has expired.

41. Because Defendant failed to comply with the FOIA time limit provisions, Plaintiff has exhausted its administrative remedies in accordance with 5 U.S.C. § 552(a)(6)(C)(i).

I. Plaintiff's Fourth FOIA Request

42. On December 29, 2014, Plaintiff's counsel prepared a fourth FOIA request, on Plaintiff's behalf ("Plaintiff's Fourth FOIA Request"). A true and correct copy of Plaintiff's Fourth FOIA Request is attached hereto as Exhibit H. Plaintiff's Fourth FOIA Request sought:

44. Defendant's January 27, 2015 Letter claimed that Defendant was unable to meet the 20 working-day statutory deadline to respond to Plaintiff's Fourth FOIA Request, and claimed entitlement to a 10-day statutory extension, to January 30, 2015, to "[s]earch for and collect the requested records from other locations." Id., at 1.

45. On February 9, 2015, Defendant sent Plaintiff's counsel a second letter in connection with Plaintiff's Fourth FOIA Request ("Defendant's February 9, 2015 Letter"). A true and correct copy of Defendant's February 9, 2015 Letter is attached hereto as Exhibit J.

46. Defendant's February 9, 2015 Letter claimed that Defendant needed "additional time to obtain and review the records[,]" and without statutory authority unilaterally extended its response date to April 2, 2015. Id.

47. To date, Defendant has not responded to Plaintiff's Fourth FOIA Request.

48. The statutory deadline for Defendant to respond to Plaintiff's Fourth FOIA Request, January 30, 2015, has expired.

49. Because Defendant failed to comply with the FOIA time limit provisions, Plaintiff has exhausted its administrative remedies in accordance with 5 U.S.C. § 552(a)(6)(C)(i).

51. Plaintiff properly requested records within Defendant's control and possession in accordance with the FOIA.

52. Plaintiff is entitled under the FOIA to access the requested records.

53. Defendant wrongfully withheld the requested records in violation of the FOIA.

54. Plaintiff exhausted its administrative remedies with regard to the wrongfully withheld records.

56. Plaintiff properly requested records within Defendant's control in accordance with the FOIA.

57. Plaintiff is entitled under the FOIA to access the requested records.

58. Defendant's failure to respond to Plaintiff's FOIA Request constitutes agency action unlawfully withheld and unreasonably delayed, in violation of the APA. Defendant's failure to timely respond is arbitrary, capricious, an abuse of discretion, not in accordance with law, and without observance of procedure required by law, all in violation of the APA.