Hobby Lobby Owners Oppose IRS Summary Judgment in Tax Court Case

THE DAVID AND BARBARA GREEN 1993 DYNASTY TRUST, MART D. GREEN, TRUSTEE, ET AL.,
Petitioners,
v.
COMMISSIONER OF INTERNAL REVENUE,
Respondent.

UNITED STATES TAX COURT

PETITIONERS' OBJECTION TO RESPONDENT'S MOTION FOR PARTIAL SUMMARY JUDGMENT, AND BRIEF IN SUPPORT OF PETITIONERS' MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING FORM 8283 APPRAISAL SUMMARY ISSUES

Charles E. Geister III, T.C. Bar No. GC0392
Len Cason, T.C. Bar No. CL0262
J. Leslie LaReau, T.C. Bar No. LJ0943
Kurt M. Rupert, T.C. Bar No, RK0098
HARTZOG CONGER CASON
201 Robert S. Kerr Avenue, Suite 1600
Oklahoma City, OK 73102
Telephone: (405) 235-7000
Facsimile: (405) 996-3403
cgeister@hartzoglaw.com
lcason@hartzoglaw.com
llareau@hartzoglaw.com
krupert@hartzoglaw.com
COUNSEL FOR PETITIONERS

April 29, 2022

---

CONTENTS

Petitioners' Response to Respondent's Statement of Material Facts

Additional Facts Requiring Denial of Respondent's Motion and Supporting Petitioners' Motion for Partial Summary Judgment Regarding Form 8283 Issues

ARGUMENT AND AUTHORITIES

CONCLUSION

TABLE OF AUTHORITIES

Cases:

Alli v. Commissioner, T.C. Memo, 2014-15

Blau v. Commissioner, 924 F.3d 1261 (D.C. Cir. 2019)

Bond v. Commissioner, 100 T.C. 32 (1993)

Cave Buttes L.L.C. v. Commissioner, 147 T.C, 338 (2016)

Chiarelli v. Commissioner, T.C. Memo. 2021-27

Durden v. Commissioner, T.C, Memo. 2012-140

Emanouil v. Commissioner, T.C. Memo. 2020-120

Hewitt v. Commissioner, 109 T.C. 258, 264-65 (1997) aff'd, 166 F.3d 332 (4th Cir. 1998) (per curium)

Mortensen v. Commissioner, 440 F.3d 375 (6th Cir. 2006)

Oakhill Woods, LLC v. Commissioner, T.C. Memo, 2020-24

RERI Holdings I, LLC v. Commissioner, 149 T.C. 1 (2017)

Rothman v. Commissioner, T.C. Memo. 2012-163 vacated in part, T.C. Memo. 2012-218

Smith v. Commissioner, T.C. Memo. 2007-368 aff'd 364 F. App'x 317 (9th Cir. 2009)

Taylor v. Commissioner, 67 T.C. 1071 (1977)

Zarlengo v. Commissioner, T.C. Memo. 2014-161

Statutes:

American Jobs Creation Action of 2004, Pub. L. No. 108-357, sec. 883(a), 118 Stat. at 1631

Deficit Reduction Act of 1984, Pub. L. No 98-369 (“DEFRA”) § 155(a)(1)(C)

I.R.C. § 170(f)

I.R.C. § 170(f)(11)(A)(i)

I.R.C. § 170(f)(11)

I.R.C. § 170(f)(11)(F)

I.R.C. §170(f)(11)(G)

I.R.C. § 170(f)(11)(A)(ii)(II)

I.R.C. § 641(c)

I.R.C. § 681

I.R.C. § 512(b)(11)

I.R.C. § 1361(a)(1)

I.R.C. § 6701

Regulations:

Treas. Reg. § 1.6664-4(b)(1)

Treas. Reg. § 1.170A-13

Treas. Reg. § 1.170A-13(c)(1)(i)

Treas. Reg. § 1.170A-13(c)(2)

Treas. Reg. § 1.170A-13(c)(3)

Treas. Reg. § 1.170A-13(c)(4)

Treas. Reg. § 1.170A-13(c)(4)(iv)(B)

Treas. Reg. § 1.170A-13(c)(5)(iii)

Treas. Reg. § 1.170A-13(c)(7)(iii)

Treas. Reg. § 1.170A-16(f)(4)(i)

Treas. Reg, § 1,170A-16(f)(4)(ii)

Treas. Reg. § 1.170A-16(f)(5)(ii)

Treas. Reg. § 1.170A-16(g)

Uniform Standards of Professional Appraisal Practice

---

These cases arise out of the vision of the David and Barbara Green family to bring to life a world-class museum dedicated to the display and scholarly study of God's sacred and unchanging Word as reflected in the Bible and in biblical writings throughout history. Through their efforts and their generous charitable gifts at issue in these cases, the Green family caused the Museum of the Bible (“MOTB”), located at 400 4th Street SW, in Washington, D.C. to be created and funded. As the undisputed facts in these cases reveal, the Green family has used the gross income generated by Hobby Lobby Stores, Inc. (“HLSI”) to, among many other charitable endeavors, purchase and donate religious texts from around the world to the MOTB.

Respondent's Motion for Partial Summary Judgment (“Motion”) arguing that the Form 8283 appraisal summaries prepared by HLSI that are attached to Petitioners' 2011 and 2012 tax returns violate the Deficit Reduction Act of 1984, Pub. L. No 98-369 § 155(a)(1)(C) (“DEFRA”), and the requirements prescribed in Treas. Reg. §§ 1.170A-13(c)(4) and 1.170A-13(c)(5)(iii), is factually and legally flawed and should be denied.

Respondent's Motion should be denied because the Form 8283 appraisal summaries prepared by HLSI and provided to Petitioners complied with DEFRA § 155(a)(1)(C) and the requirements prescribed in Treas. Reg. §§ 1.170A-13(c)(4) and 1.170A-13(c)(5)(iii) and they substantially complied with the law and applicable regulations. Respondent's arguments additionally fail to take into account the express language of DEFRA which does not apply to trusts like the David and Barbara Green 1993 Dynasty Trust (“Dynasty Trust”), the Green Stewardship Trust f/k/a Green Management Trust and Green Family Management Trust (“Management Trust”) and the Green Family Delta Trust (“Delta Trust”) (collectively “the ESBT Shareholders”), and therefore does not even require that the ESBT Shareholders prepare or file a Form 8283. Similarly, Respondent fails to acknowledge that the 2011 and 2012 instructions to Form 8283 and Treas. Reg. 1.170A-16(f)(4)(i) and (ii) did not even require Petitioners to prepare the Form 8283 attached to their returns, or to independently confirm the information contained therein. Rather, Petitioners were only required to attach a copy of the Form 8283 prepared and provided by HLSI to their 2011 and 2012 tax returns, and to use the amount shown on the Schedule K-1 provided by HLSI to figure their share of the charitable deductions, and this is precisely what all Petitioners did. Finally, Respondent's Motion should also be denied because HLSI used Grant Thornton, LLP in 2011 and 2012 to review HLSI's workpapers and federal tax returns prior to filing and had reasonable cause to believe that the 2011 and 2012 Form 8283 appraisal summaries complied with the law and all regulatory requirements pursuant to I.R.C. § 170(f)(1l 1). At a minimum, a fact issue exists regarding HLSI's good faith reliance on this review process.

For each and all these reasons, Respondent's Motion should be denied. Moreover, for the reasons stated herein, Petitioners are entitled to partial summary judgment against Respondent on the issue of their compliance with respect to the Form 8283 appraisal summaries attached to their 2011 and 2012 tax returns.

Petitioners' Response to Respondent's Statement of Material Facts

1. Admitted.

2. Admitted.

3. Admitted.

4. Denied, in part. The Dynasty Trust, the Delta Trust, and the Management Trust were each an Electing Small Business Trusts (“ESBT”). (Stip. ¶¶ 18-19, 23-24, 28-29). The Dynasty Trust, the Delta Trust, and the Management Trust are collectively referred to in the Stipulations as the “ESBT Shareholders.” (Stip. ¶ 30).

5. Denied in part. Technically, the remaining Petitioner-shareholders of HLSI are the Steven T. Green Succession Trust and the Mart D. Green Succession Trust. These trusts are grantor trusts for income tax purposes, so the Individual Shareholders are the persons taxed.

6. Admitted.

7. Admitted.

8. Admitted.

9. Denied in part and incomplete. HLSI's contributions were not “combined.” The appraisal attached to HLSI's 2011 Form 1120S separately appraised each item donated. HLSI reported charitable contributions totaling $212,129,008 on its Form 1120S U.S. Income Tax Return for an S Corporation, for tax year 2011. Total contributions included $88,132,147 of non-cash contributions. Included in non-cash contributions was $23,038,000 for the donation of Hebrew biblical scrolls to the MOTB (the “2011 Contribution”). (Stip. ¶ 35). HLSI included a Form 8283 with its 2011 Form 1120S for donations of biblical artifacts made to the MOTB (the “2011 Form 8283”). The 2011 Form 8283 reported donations of the 2011 Contribution, described as 431 manuscript Hebrew biblical scrolls; Medieval, Renaissance, Enlightenment, and modern 15^th c. to 20^th c.; Europe, Africa, and Middle East, which were acquired during a period from December 2009 through December 2010, with an adjusted basis of $1,753,432, and an appraised fair market value of $23,038,000. The 2011 Form 8283 was signed by appraiser Lee Raffaele Biondi on or about July 31, 2012, and it was signed by a representative of MOTB on or about August 6, 2012. Exhibit 90-J (IRS_00003315) is the page from the 2011 Form 8283 filed with HLSI's 2011 Form 1120S that Mr. Biondi signed in connection with the 2011 Contribution. (Stip. ¶ 53).

10. Denied in part and incomplete. HLSI's contributions were not “combined.” The appraisal attached to HLSI's 2012 1120S separately appraised each item donated. HLSI reported charitable contributions totaling $282,488,870 on its Form 1120S, U.S. Income Tax Return for an S Corporation, for tax year 2012, Total contributions included $102,493,000 of non-cash contributions. Included in non-cash contributions was $61,633,000 for the donation of Hebrew biblical scrolls, ancient and Medieval transcripts, and printed books, fragments, or leaves of printed materials to the MOTB (the “2012 Contribution”). (Stip. ¶ 37). HLSI included a Form 8283 with its 2012 Form 1120S for donations of biblical artifacts made to MOTB (the “2012 Form 8283”). The 2012 Form 8283 reported donations of the 2012 contribution, described as over 800 Ancient and Medieval biblical manuscripts in Hebrew, Greek, Latin, and Aramaic, in printed books and bibles (1455-1782), acquired during a period from December 2008 through August 2011, with an adjusted basis of $18,749,758 and an appraised fair market value of $61,633,000. The 2012 Form 8283 was signed by Mr. Biondi on or about August 15, 2013, and it was signed by a representative of MOTB on or about August 28,2013. Exhibit 101-J (IRS_00016126) is the page from the Form 8283 filed with HLSI's 2012 Form 1120S that Mr. Biondi signed in connection with the 2012 Contribution. (Stip. ¶ 58).

11. Admitted.

12. Admitted in part. HLSI's ESBT's shareholders reported their proportionate share of HLSI's charitable deductions on their Electing Small Business Trust Tax Calculation Forms attached to their 2011 and 2012 Forms 1041. HLSI's Individual Shareholders reported their proportionate share of HLSI's charitable deductions on the Schedules A attached to their 2011 and 2012 Forms 1040. (Stip. ¶ 62).

13. Petitioners admit that HLSI's ESBT's shareholders reported their proportionate share of HLSI's charitable deductions on their Electing Small Business Trust Tax Calculation Forms attached to their 2011 and 2012 Forms 1041. HLSI's Individual Shareholders reported their proportionate share of HLSI's charitable deductions on the Schedules A attached to their 2011 and 2012 Forms 1040. (Stip. ¶ 62).

14. Admitted.

15. Admitted.

16. Admitted.

17. Admitted.

18. Admitted.

19. Admitted.

20. Admitted.

21. Admitted.

22. Admitted.

23. Admitted.

24. Admitted.

25. Admitted.

26. Admitted.

27. Admitted.

28. Denied in part. Section 5(b) of the 2011 Form 8283 requests the taxpayer to “give a brief summary of the overall physical condition of the property at the time of the gift.” (Exhibit 99-J).

29. Denied in part. Section 5(b) of the 2012 Form 8283 requests the taxpayer to “give a brief summary of the overall physical condition of the property at the time of the gift.” (Exhibit 101-J).

30. Denied in part. The 2011 Form 8283 makes no reference to a “bulk” donation or to a “collective value.” The 2011 Form 8283 states in Section 5(c) that the appraised fair market value of the items donated was $23,038,000. See Exhibit 99-J. Petitioners admit that the 2011 Biondi Appraisal attached to the 2011 Form 8283 separately appraised each scroll at its fair market value.

31. Denied in part. The 2011 Form 8283 makes no reference to a “bulk” donation or to a “collective value.” The 2011 Form 8283 does state in Section 5(f) that the donor's cost or adjusted basis for the items donated was $1,753,432. (Stip. ¶ 53; Exhibit 99-J). The items comprising the 2011 Contribution were “similar items of property” under Treas. Reg. Section 1.170A-13(c)(7)(iii). (Stip. ¶ 42). The 2011 Form 8283 states in Section 5(d) that the items donated were acquired from December 2009 through September 2010, and Section 5(e) reflects that all of the items were acquired through purchase. (Exhibit 99-J). The 2011 Form 8283 states that the cost or adjusted basis for the items donated was $1,753,432. Id. As part of Respondent's examination of Petitioners' 2011 tax returns, Respondent was provided a spreadsheet reflecting the acquisition date and adjusted cost basis of each item donated. The total on the spreadsheet ties directly to the $1,753,431.96 cost or adjusted basis reflected on the 2011 Form 8283. This spreadsheet was specifically referenced by Yvonne Faulkenberry, an IRS agent involved in the examination, in IDR No. 40. See, Declaration of Jeffrey Williams attached hereto as Exhibit 1 at ¶¶ 3, 4 and 6, and Spreadsheet attached as Exhibit 2 and Reference to Spreadsheet in IDR 40 attached as Exhibit 4.

32. Denied. Respondent selectively quotes from Limiting Conditions and Assumptions in the 2011 Appraisal. The full statement in the appraisal makes clear that Mr. Biondi was relying on the HLSI's representation that it owned all of the property donated to MOTB. The full statement is: “The Client stated that the Client is the owner of the subject properties; the appraisal is not a certificate of title or a warranty of ownership, which was neither researched nor confirmed”. (Exhibit 17-J at IRS_00019581). Petitioners are not aware of any dispute regarding HLSI's ownership of the donated items at the time of the donation.

33. Denied. The quotation from the Limiting Conditions and Assumptions Section of the 2011 Appraisal in Respondent's Brief contains typographical errors. The parenthetical in the third line should read “(all stated herein where appropriate).” (emphasis added). The phrase in the fourth line should read “all known to me to have been reliable in the past. . . .” (emphasis added). (Exhibit 17-J, at IRS_00019581). Finally, although the 2011 Appraisal does include a reference to a Wikipedia page on Sefer Torah, Respondent fails to put this portion of the 2011 Appraisal in context. Immediately prior to including the Wikipedia page, Mr. Biondi notes that “[a]ll aspects of importance in the production of Sefer Torahs . . . are comprehensively covered in Binder 4 of this Report. . . . Most of such information is non-essential to the Valuation Process and is therefore an optional portion of the Report. . . .” (Exhibit 17-J, at IRS_00019586) (emphasis added), Mr. Biondi then specifically comments on the Wikipedia entry, stating that “[t]he following article printed straight out of Wikipedia is accurate, and, I believe, sufficiently informative for the lay reader to get a basic grasp of what these are, how strict their production and usage rules are, and how grave and serious their importance is to Jews worldwide. For further information, please refer to the above-mentioned Binder 4.” Id.

34. Petitioners admit that the quoted language is accurate.

35. Denied in part. The quotation from the Limiting Conditions and Assumptions Section of the 2011 Appraisal in Respondent's Brief contains a typographical error. The word “Sofer” used in line four should be italicized, and the word “certified” should be underlined in line 5. (Exhibit 17-J IRS_00019583).

36. Denied in part. The names and qualifications of the Rabbinical experts were provided during the IRS' examination of Petitioners' tax returns. An example of such identification is included in the letter from Mr. Biondi to Jeff Williams, HLSI's Tax Director, dated February 10, 2014, attached as Exhibit B to Respondent's Brief. The first page of the letter states “[t]he Rabbis employed for this assignment included Yitzchok Reisman — a legend in his field — and the highly respected Steven Schneid. Both of these Certified Sofer STaM Rabbis are based in New York.” See Letter from Lee Biondi to Mr. Jeff Williams, Tax Director, HLSI, dated February 10, 2014, attached as Exhibit B to Farrior Declaration.

37. Denied in part. The 2012 Form 8283 does not refer to a “bulk donation” or to a “collective value.” The 2012 Form 8283 does state in the description of donated property in Section 5(a) “[o]ver 800 and Ancient and Medieval biblical manuscripts in Hebrew, Greek, Latin, and Aramaic, in printed books and bibles (1455-1782).” (Exhibit 101-J). Section 5(c) states that the appraised fair market value of the donated items is $61,633,000. The 2012 Appraisal prepared by Mr. Biondi was attached to HLSI's 2012 Form 1120S and is more particularly described in Paragraph 45 of the Stipulations. (Stip. ¶ 59).

38. Denied. The 2012 Form 8283 does not use the term “over 800 artifacts.” The description of the items donated in Section 5(a) of the 2012 Form 8283 states that it includes “Over 800 Ancient and Medieval biblical manuscripts in Hebrew, Greek, Latin, and Aramaic, in printed books and bibles (1455-1782).” Mr. Biondi's 2012 Appraisal was attached to the 2012 Form 1120S and consists of 16 different sections and 34 different subsections describing and valuing the donated items. (Stip. ¶ 45). The first part of the 2012 Appraisal attached to the 2012 Form 1120S specifically identifies each of the 29 items and provides Mr. Biondi's appraisal of the fair market value of each item donated. Specific reference is made to the parts of the appraisal that provide the detail to support Mr. Biondi's appraisal of each item. (Exhibit 44-J at IRS_00021120-00021129). Further, Respondent states in subparagraphs (a)-(e) that there was “no basis” listed on the 2012 Form 8283 for the items donated. In fact, the 2012 Form 8283 states in Section 5(f) that the Donor's cost or adjusted basis for the donated items was $18,749,758. (Exhibit 101-J), With respect to the subparagraphs:

The Hebrew scrolls portion of the 2012 Contribution were “similar items of property” under Treas. Reg. § 1.170A-13(c)(7)(iii). (Stip. ¶ 47).

39. Denied, in part. Section 5(h) of the 2012 Form 8283 states that HLSI's cost or adjusted basis in the items donated was $18,749,758. (Exhibit 101-J). Further, the 2012 Form 8283 states in Section 5(d) that the items were acquired by HLSI from December 2008 through August 2011, and Section 5(e) states that they were purchased by HLSI. As part of Respondent's examination of Petitioners' 2012 tax returns, Respondent was provided a spreadsheet reflecting the adjusted cost basis of each item donated. The total on the spreadsheet ties directly to the $18,749,758 cost or adjusted basis reflected on the 2011 Form 8283, The referenced spreadsheet was specifically referenced by Yvonne Faulkenberry, an IRS agent involved in the examination, in IDR No. 40. See Exhibit 1 at ¶¶ 3, 5 and 6, and Exhibit 4.

40. Denied. Respondent improperly characterizes the work performed by Michael Thompson and Carol Sandberg as an “appraisal report.” Lee Raffaele Biondi was engaged by HLSI to provide a qualified appraisal of all the items included in the 2012 Contribution to the MOTB. See Declaration of Lee Biondi attached hereto as Exhibit 6 at ¶ 4. Mr. Biondi personally inspected and appraised all the items donated, including all the items identified by Respondent in Undisputed Fact No. 40. Id. at ¶¶ 4 and 10 and (Exhibit 44-J at IRS_00021118). Mr. Thompson and Ms. Sandberg did not inspect or value any of the other items included in the 2012 Contribution. Id. at ¶ 9. Mr. Biondi included the information gathered by Mr. Thompson and Ms. Sandberg in his appraisal, because he used the information gathered by them, as well as his own examination of the manuscripts and independent information and knowledge to appraise those items. Id. at ¶ 8. Mr. Thompson and Ms. Sandberg were engaged by Mr. Biondi to provide bibliographical descriptions and valuation services of some of the more standard items included as part of the donation, not to provide an appraisal or appraisal report. Id. at ¶ 5. Mr. Biondi did not engage Mr. Thompson or Ms. Sandberg to deliver a Uniform Standards of Professional Appraisal Practice (“USPAP”) compliant report to either Mr. Biondi or HLSI. Id. at ¶ 7. Further, Mr. Biondi was careful to meet every aspect of USPAP standards in connection with his engagement by HLSI by checking the descriptions generated by Mr. Thompson and Ms. Sandberg and actively verifying that their Fair Market Value expressions were equivalent to his own. Id. at ¶ 6. Mr. Biondi independently reviewed their work and applied his own skill and professional knowledge in his performance of Standard 7 of USPAP. Id. The value conclusions stated in the 2012 Appraisal Report are the fair market value conclusions of Mr. Biondi, and are expressed as such, and are the sole responsibility of Mr. Biondi. Id. at ¶ 12. Accordingly, the 2012 Form 8283 appraisal summary was properly signed by Mr. Biondi, and Mr. Biondi alone, because he was the qualified appraiser that appraised all the items donated as part of the 2012 Contribution. Id. at ¶¶ 10-12. Apart from Respondent's failure to include a citation to all the supporting documentation accompanying the fair market value opinions provided by Michael Thompson and Carol Sandberg reflected in Exhibit 90-J, (Exhibit 90-J at IRS_00025598-25942), Respondent's characterization of the work they performed as “appraisals” in Undisputed Fact No. 40 and subparagraphs (a)-(k) is simply wrong.

41. Denied. Michael Thompson and Carol Sandberg did not “appraise” 11 of the 29 books and manuscripts contributed to MOTB in 2012. Mr. Biondi submitted a qualified appraisal of all the items contributed in 2012, and Mr. Biondi was the only qualified appraiser that could have properly completed the Declaration of Appraiser in Part III of the 2012 Form 8283. (Stip. ¶ 45 and Exhibit 101-J). See Petitioners' Response to Undisputed Fact No. 40 above.

42. Petitioners deny that Mr. Thompson and Ms. Sandberg were responsible for valuing any of the items donated as part of the 2012 Contribution, Mr. Biondi made an independent determination of the value of all the items donated in the 2012 Contribution. Declaration of Lee Biondi attached as Exhibit 6, 4-12. Moreover, only Mr. Biondi provided a qualified appraisal of all the items. Id. Petitioners admit that Mr. Thompson and Ms. Sandberg did not sign the 2012 Form 8283 appraisal summary because they did not provide the qualified appraisal for the 2012 Contribution, and their signature on the 2012 Form 8283 was therefore not necessary. The qualified appraisal supporting all the items included in the 2012 Contribution was provided by Mr. Biondi, who properly signed the Declaration of Appraiser in Part III of the 2012 Form 8283 because he personally appraised all the items donated. See Petitioners' Response to Undisputed Fact No. 40 above and the Declaration of Lee Biondi attached hereto as Exhibit 6.

43. Denied as stated. Respondent fails to state the specific limiting conditions to which it refers. To the extent it is referring to the same conditions in the 2012 Appraisal referenced by Respondent with respect to the 2011 Appraisal in Undisputed Fact Nos. 32-36, Petitioners adopt their responses to Undisputed Fact Nos. 32-36 in response to Undisputed Fact No. 43.

44. Denied. Petitioners object to Respondent's selective quotation from the 2012 Appraisal. The first quoted section of Mr. Biondi's 2012 Appraisal states:

Information utilized in the preparation of this report was obtained from a variety of sources (all stated herein where appropriate); these sources are each and all known to me and have been reliable in the past and are herein assumed to be reliable and accurate; this appraiser assumes no responsibility for errors or omissions by these sources;

The other quoted section states in full:

In Section 2 (being subsections 2.A-2.HH), this appraiser has relied on Expert Reports of highly qualified Hebrew scholars, the certified Rabbincal experts, and Hebrew script paleographers hired to professionally analyze and describe the scrolls;

In Sections 8 and 9, this appraiser has relied on Expert Reports of highly qualified professional papyrologists and their submitted papyrological reports, which are include [sic] where appropriate in their entirety.”

(Exhibit 44-J at IRS_00021143).

45. Denied as incomplete. While Mr. Biondi in the certification to his 2012 Appraisal does state that he used expert certified Sofer STaM Rabbis to review the Hebrew manuscripts and lists the Rabbis under scholars of record in his report, (Exhibit 44-J at IRS_00021247 (identifying Yitzchok Reisman, Steven Schneid and Ron Sieger)). Mr. Biondi concludes by stating “Neither the Rabbis nor anyone else provided any valuation opinions or assistance to me in concluding my FMV opinions on this material.” (Exhibit 44-J at IRS_0021145).

46. Admitted.

47. Petitioners admit that in his certification to his 2012 Appraisal, Mr. Biondi states that “neither the Rabbis nor anyone else provided any valuation opinions or assistance to me in concluding my FMV opinions on this material.” Petitioners deny that Mr. Thompson and Ms. Sandberg were responsible for valuing any of the items donated as part of the 2012 Contribution. Mr. Biondi made an independent determination of the value of all the items donated in the 2012 Contribution. See, Declaration of Lee Biondi attached hereto as Exhibit 6, ¶¶ 4-12. Moreover, only Mr. Biondi provided a qualified appraisal of all the items. Id. Petitioners admit that Mr. Thompson and Ms. Sandberg did not sign the 2012 Form 8283 appraisal summary because they did not provide the qualified appraisal for the 2012 Contribution, and their signature on the 2012 Form 8283 was therefore not necessary. The qualified appraisal supporting all the items included in the 2012 Contribution was provided by Mr. Biondi, who properly signed the Declaration of Appraiser in Part III of the 2012 Form 8283 because he personally appraised all the items donated. See Petitioners' response to Undisputed Fact No. 40 above and the Declaration of Lee Biondi attached hereto as Exhibit 6.

Additional Facts Requiring Denial of Respondent's Motion and Supporting Petitioners' Motion for Partial Summary Judgment Regarding Form 8283 Issues

48. HLSI was an S Corporation pursuant to I.R.C. § 1361(a)(1) for tax years 2011 and 2012, with its principal place of business in Oklahoma City, Oklahoma. (Stip. ¶¶ 8-9).

49. HLSI, and not Petitioners, was responsible for the preparation of the 2011 Form 8283 and the 2012 Form 8283. Declaration of Jeffrey Williams attached as Exhibit 1, ¶ 2.

50. HLSI reported the 2011 Contribution and the 2012 Contribution on its Form 1120S, U.S. Income Tax Return for an S Corporation for the 2011 and 2012 tax years. (Stip. ¶¶ 35-38).

51. HLSI hired Lee Raffaele Biondi to provide the 2011 Appraisal and the 2012 Appraisal. (Stip. ¶¶ 39 and 44).

52. HLSI timely filed its Form 1120S returns for tax years 2011 and 2012 and issued Schedules K-1 to its Shareholders for tax years 2011 and 2012. (Stip. ¶¶ 50-52, 56-57; Exhibits 98-J and 100-J).

53. HLSI's 2011 and 2012 tax returns included the 2011 Form 8283 and 2012 Form 8283. The 2011 Form 1120S included sections of Mr. Biondi's 2011 Appraisal and the 2012 Form 1120S included sections of Mr. Biondi's 2012 Appraisal. (Stip. ¶¶ 53-54, 58-59; Exhibits 98-J, 99-J, 100-J and 101-J).

54. The ESBT Shareholders properly included a copy of the 2011 Form 8283 provided by HLSI with their 2011 timely filed Form 1041 and included a copy of the 2012 Form 8283 prepared by HLSI with their timely filed 2012 Form 1041. (Dynasty Trust, Exhibit 102-J at IRS_00010832 and IRS_00010839 and Exhibit 103-J at IRS_00010943 and IRS_00010945) (Delta Trust, Exhibit 104-J at IRS_00011528; Exhibit 105-J at IRS_00011577 and IRS_00011579) (Management Trust, at Exhibit 106-J at IRS_00012067 and IRS_00012069; Exhibit 107-J at Petitioner_00002219 and Petitioner_00002239).¹

55. The ESBT Shareholders reported their proportionate share of HLSI's charitable deductions on their Electing Small Business Trust Tax Calculation Forms attached to their 2011 and 2012 Forms 1041, and HLSI's Individual Shareholders reported their proportionate share of HLST's charitable deductions on the Schedules A attached to their 2011 and 2012 Forms 1040. (Stip. ¶ 62).

56. The Individual Shareholders likewise included the 2011 Form 8283 and 2012 Form 8283 prepared by HLSI with their 2011 and 2012 Form 1040 tax returns. (Steven T. Green and Jackie D. Green, Exhibit 108-J at IRS_00015686, IRS_00015650 and IRS_00015720; Exhibit 109-J at IRS_00015895, IRS_00015866 and IRS_00015923) (Mart D. Green and Diana K. Green, Exhibit 110-J at IRS_00014010, IRS_00013970 and IRS_00014047; Exhibit 111-J at Petitioner_00002137, Petitioner_00002082 and Petitioner_00002153).

57. The IRS instructions for filling out Form 8283 applicable in 2011 (Rev. December 2006) and in 2012 (Rev. December 2012) both state on the first page that “Form 8283 is filed by individuals, partnership, and corporations.” Declaration of Charles E. Geister III attached as Exhibit 7 at ¶¶ 2-3 and Exhibits 8 and 9 attached hereto.

58. The instructions applicable to Form 8283 in 2011 (Rev. December 2006) and for Form 8283 in 2012 (Rev. December 2012) use identical language with respect to the filing requirements for shareholders in S Corporations. See Exhibit 7 at ¶¶ 2-3 and Exhibits 8 and 9 attached hereto. The instructions state with respect to partners or shareholders in S corporations:

The partnership or S corporation will provide information about your share of the contribution on your Schedule K-1 (Form 1065 or 1120S). If you received a copy of Form 8283 from the partnership or S corporation, attach a copy to your tax return. Use the amount shown on your Schedule K-1, not the amount shown on the Form 8283, to figure your deduction.

Exhibit 8 at p. 1 and Exhibit 9 at p. 1.

59. Beginning in 2013, the instructions to Form 8283 permit a taxpayer “donating a group of similar items” that “acquired the items on various dates (but have held all the items for at least 12 months)” to show the acquisition date of the group of similar items as “Various.” See Exhibit 7 at ¶ 4, and Instructions for Form 8283 (Rev. December 2013), at p. 6 attached hereto as Exhibit 10.

60. HLSI contracted with Mr. Biondi to appraise all the items donated to MOTB in 2012, including all 29 manuscripts. Declaration of Lee Biondi attached as Exhibit 6 at ¶ 1.            

61. Mr. Biondi was responsible for the appraisal of each item and for the preparation of the entire appraisal report. Id. at ¶ 4.

62. Mr. Thompson and Ms. Sandberg were engaged by Mr. Biondi to provide bibliographical descriptions and comparative valuation services, not to provide an appraisal or appraisal report. Id. at ¶ 5. Their work was confined to expediting proper descriptions of the items and field research regarding the comparative value of some of the more standard items. Id.

63. Mr. Biondi carefully met every aspect of proper USPAP standards in connection with his engagement by HLSI by checking the descriptions generated by Mr. Thompson and Ms. Sandberg, and actively verifying that their Fair Market Value expressions were equivalent to his own. Id. at ¶ 6.

64. Mr. Biondi did not engage Mr. Thompson or Ms. Sandberg to deliver a USPAP-compliant report to either Mr. Biondi or HLSI, and all work performed by them was subject to Mr. Biondi's review and final decisions. Id. at ¶ 7.

65. Neither Mr. Thompson nor Ms. Sandberg had any role in examining or valuing the over 800 other items donated by HLSI and included in the 2012 Contribution, and that are appraised by Mr. Biondi in the 2012 Appraisal. Id. at ¶ 9.

66. Only Mr. Biondi personally inspected and appraised all the items donated in the 2012 Contribution. Id. at ¶ 10, and Exhibit 44-J at IRS_00021118 (confirming that Mr. Biondi inspected the printed books and other manuscripts along with Mr. Thompson and Ms. Sandberg the week of April 22, 2013).

67. Mr. Biondi included all the information gathered by Mr. Thompson and Ms. Sandberg in the 2012 Appraisal, including their evaluations of the 11 items based on comparable sales data, (Exhibit 90-J at IRS_00025598-25942), because he used the information gathered by them, as well as his own examination of the manuscripts and independent information and knowledge to appraise the items. Exhibit 6 at ¶ 8.

68. A signing appraiser, such as Mr. Biondi, may utilize work done by others who do not sign, provided the appraiser is responsible for the decision to utilize their work. See Exhibit 6 at ¶ 11, and USPAP Standard Rule 8-3 attached thereto.

69. Mr. Biondi takes complete responsibility for the appraisal of all the items donated to MOTB in 2012. Id. at ¶ 11.

70. During the IRS' examination of Petitioners' 2011 and 2012 tax returns, the IRS was provided with spreadsheets detailing the date the items included in the 2011 Contribution and 2012 Contribution were acquired, and HLSI's cost basis for the donated items included in the 2011 Form 8283 and the 2012 Form 8283 appraisal summaries. Yvonne Faulkenberry, the IRS agent conducting the examination, referenced these spreadsheets in IDR No. 40. See Declaration of Jeffrey Williams attached hereto as Exhibit 1 at ¶¶ 3-6 and Exhibits 2, 3 and 4 attached hereto.

71. During 2011 and 2012, HLSI used the services of Grant Thornton, LLP to review HLSI's work papers and federal tax returns prior to filing, and to file HLSi's federal tax returns. Exhibit 1 at ¶ 7.

72. If Grant Thornton had any questions, comments, or concerns regarding either HLSI' work papers or the federal returns, these were discussed with HLSI, typically by telephone. Id. at ¶ 8.

73. Once Grant Thornton finalized their review of the federal tax returns and work papers, HLSI would finalize preparation of all state tax returns, and the state tax returns and any additional work papers prepared were likewise delivered to Grant Thornton for review. Id. at ¶ 9.

74. HLSI relied on Grant Thornton to raise any compliance issues regarding HLSI's 2011 and 2012 federal tax returns, including the Form 8283 appraisal summaries prior to filing. Id. at ¶ 10. No such issues were raised with respect to the 2011 and 2012 Form 8283 appraisal summaries. Id. at ¶ 11.

Argument and Authorities

I. The 2011 Form 8283 and the 2012 Form 8283 Prepared by HLSI Meets the Substantiation Requirements of DEFRA and of Treas. Reg. § 1.170A-13(c).

The 2011 Form 8283 and the 2012 Form 8283 prepared by HLSI complies with the substantiation requirements of DEFRA and of Treas. Reg. § 1.170A-13(c)(2). HLSI obtained qualified appraisals for the 2011 Contribution and the 2012 Contribution and attached a fully completed Form 8283 appraisal summary to its 2011 and 2012 tax returns.

A. HLSI Obtained a Qualified Appraisal for the 2012 Contribution to MOTB.

1. The 2012 Appraisal.

HLSI utilized the services of Lee Raffaele Biondi of Biondi Rare Books and Manuscripts, to provide USPAP-compliant appraisal reports with respect to the 2011 Contribution and the 2012 Contribution to MOTB. In its Motion and Brief, Respondent does not challenge Mr. Biondi's qualifications, or that his 2011 Appraisal conforms to the various requirements of Treas. Reg. 1.170A-13(c)(3).² The only appraisal-related compliance issue raised by Respondent in its Motion and Brief concerns Mr. Biondi's 2012 Appraisal regarding the 2012 Contribution.

At pages 31-39 of its Brief, Respondent argues that the 2012 Appraisal prepared and signed by Mr. Biondi, pertinent portions of which were submitted together with HLSI's 2012 Form 1120S, was not compliant with Treas. Reg 1.170A-13(c)(5)(iii) because Mr. Biondi used the services of Michael Thompson and Carol Sandberg to provide bibliographical descriptions and valuation services with respect to 11 of 29 manuscripts contributed to MOTB as part of the 2012 Contribution. Respondent argues that Mr. Thompson and Ms. Sandberg should be found, as a matter of law, to be “appraisers” that were required to sign the 2012 Appraisal and the 2012 Form 8283 appraisal summary. Respondent's arguments are totally without merit.

A signing appraiser, such as Mr. Biondi, may utilize work done by others who do not sign, provided the signing appraiser is responsible for the decision to utilize their work. See Declaration of Lee Biondi attached hereto as Exhibit 6 at ¶ 11, and USPAP Standard Rule 8-3 attached thereto. Mr. Biondi appropriately included all the information gathered by Mr. Thompson and Ms. Sandberg in the 2012 Appraisal, including their evaluations of the 11 items based on comparable sales data (Exhibit 90-J at IRS_00025598-25942). He did so because he used the information gathered by them, as well as his own examination of the manuscripts and independent information and knowledge, to appraise the items. Id. at ¶ 8. Respondent argues that because Mr. Biondi agreed with the evaluations of Mr. Thompson and Ms. Sandberg, and agreed with their valuations of the items, he did not independently appraise the items, and could not properly sign the 2012 Appraisal of all the items donated. This position is both factually and legally wrong.³

HLSI contracted with Mr. Biondi to appraise all the items donated to MOTB in 2012, including all 29 manuscripts. Id. at ¶¶ 1 and 4. Mr. Biondi was responsible for the appraisal of each item, and of the preparation of the entire appraisal report. Id. Mr. Thompson and Ms. Sandberg were engaged by Mr. Biondi to provide bibliographical descriptions and comparative valuation services, not to provide an appraisal or appraisal report. Id. at ¶ 5. Their work was confined to expediting proper descriptions of the items and field research regarding the comparative value of some of the more standard items. Id. Mr. Biondi carefully met the proper USPAP standards of every aspect of his engagement by HLSI by checking the descriptions generated by Mr. Thompson and Ms. Sandberg, and actively verifying that their Fair Market Value expressions were equivalent to his own. Id. at ¶ 6. Mr. Biondi did not engage Mr. Thompson or Ms. Sandberg to deliver a USPAP-compliant report to either Mr. Biondi or HLSI, and all work performed by them was subject to Mr. Biondi's review and final decisions. Id. at ¶ 7.

Neither Mr. Thompson nor Ms. Sandberg had any role in examining or valuing the over 800 other items donated and appraised by Mr. Biondi that are included in the 2012 Appraisal. Id. at ¶ 9. Only Mr. Biondi personally inspected and appraised all the items donated in the 2012 Contribution. Id. at ¶ 10 and Exhibit 44-J at IRS_00021117-00021118 (confirming that Mr. Biondi inspected the printed books and other manuscripts along with Mr. Thompson and Ms. Sandberg the week of April 22, 2013). Therefore, only Mr. Biondi was required to sign the 2012 Appraisal and the Declaration of Appraiser in Part III of the 2012 Form 8283. Further, Mr. Biondi takes complete responsibility for the appraisal of all the items donated to the MOTB in 2012. Id. at ¶¶ 11-12.

2. Only Mr. Biondi Could Properly Sign the Declaration of Appraiser on the 2012 Form 8283.

The policy reasons behind the requirement that a qualified appraisal report accompany Form 8283, and that the appraiser that prepares the appraisal report is required to sign the declaration on Form 8283 have been fulfilled in all respects in this case. Mr. Biondi personally appraised all the items donated to MOTB in 2012 and provided the only USPAP-compliant appraisal of the items. Mr. Biondi therefore properly signed the Declaration of Appraiser on the 2012 Form 8283, provided his tax identification number, stands behind his appraisal of all the items included in the 2012 Contribution, and understands that his 2012 Appraisal subjects him to potential penalty under I.R.C. § 6701. Id. at ¶ 12.

Citing to RERI Holdings I, LLC v. Commissioner, 149 T.C. 1, 9 (2017), Respondent argues that the requirement that the appraiser sign Form 8283 is “to alert the Commissioner, in advance of audit, of potential overvaluations of contributed property and thereby deter taxpayers from claiming excessive deductions in the hope that they would not be audited.”⁴ Brief at p. 33. Respondent fails to explain how this has any application to the facts and circumstances of this case.⁵ The 2012 Form 8283 Appraisal Summary was signed by Mr. Biondi, and the pertinent portions of his appraisal were included with HLSI's tax return. The 2012 Form 8283 states that the cost or adjusted basis of the 2012 Contribution was $18,749.758, and that the appraised fair market value of the 2012 Contribution was $61,633,000. HLSI (and Petitioners) provided the Commissioner with all the information needed to alert the Commissioner of the existence of a potential overvaluation of the 2012 charitable donation made to the MOTB.

The facts of Alli v. Commissioner, T.C. Memo, 2014-15 are similarly distinguishable. Brief at p. 33. In Alli, the Form 8283 submitted by the taxpayers did not include an appraiser's name, address, or identifying number, and the Declaration of Appraiser in Part III of the Form 8283 was left blank. The taxpayers submitted two different appraisals of the donated property (apartment buildings) performed by two separate appraisers, one of which was almost a decade old. The more recent appraisal provided a hypothetical value of the property donated if the donee (or some subsequent purchaser) renovated the property. Further, the Form 8283 submitted by the taxpayer did not include the signature, taxpayer identification number, or statement from the donee of the property regarding whether the taxpayers received any consideration for the contribution. It is not surprising that under these circumstances the Court disallowed the taxpayers' deduction.

Respondent cites to Zarlengo v. Commissioner, T.C. Memo. 2014-161, at *40 for the proposition that “[w]olesale adoption of another appraiser's valuations and property descriptions clearly constitutes a 'contribution' to an appraisal report”.⁶ Brief at p. 36. However, the opinion in Zarlengo makes no such statement and contains no such holding.

In Zarlengo, the Commissioner sought to disallow a charitable contribution deduction because an employee of the appraiser did not sign the appraisal report even though the employee physically inspected the property and assisted the appraiser in preparing the appraisal report. The Tax Court rejected the Commissioner's argument that the employee was required to comply with the qualified appraiser standard and was required to sign Form 8283, finding that the positions set forth in the appraisal were clearly adopted by the signing appraiser.

Mr. Thompson's and Ms. Sandberg's involvement in Mr. Biondi's 2012 Appraisal does not even rise to the level of involvement of the employee in the Zarlengo case. Mr. Thompson and Ms. Sandberg served only in an advisory role. Further, unlike Zarlengo, they did not take part in preparation of the appraisal report. Rather, Mr. Biondi took complete responsibility for the preparation of a USPAP-compliant appraisal and incorporated and properly acknowledged their work in the 2012 Appraisal.

Respondent repeatedly argues that the purpose of the Form 8283 appraisal summary and of the appraisal requirements is to require taxpayers to disclose on their return information that would alert the Commissioner to a potential overvaluation. See, e.g., Brief at p. 38. These requirements recognize the limited resources of the IRS and the potential difficulty in identifying abusive overvaluations hidden in voluminous records. However, that is simply not what occurred in this case. The 2012 Form 8283 stated the cost basis of the donated items and stated their fair market value as of the time of donation. The Commissioner had all the information needed to determine the existence of a potential overvaluation, and the fact that these donations were flagged and the subject of subsequent examination and Notices of Deficiency make clear that the purposes of DEFRA and the applicable Treasury Regulations were fulfilled in this case.

Respondent's citation to Cave Buttes L.L.C. v. Commissioner, 147 T.C. 338 (2016) is similarly puzzling.⁷ Brief at pp. 35-36. In Cave Buttes, two appraisers signed an appraisal report on which the taxpayer relied to complete the Form 8283 appraisal summary. However, only one of the two appraisers signed the Form 8283 appraisal summary. Cave Buttes, 147 T.C. at 353-53. The Court found one signature to be adequate despite the provisions of Treas. Reg. 1.170A-13(c)(5)(iii). Noting that the instructions to Form 8283 changed in 2012 to specifically state that if more than one appraiser was used, both are required to sign the appraisal, the Court nevertheless noted that “the Form [8283] to this day includes only one signature line.” Id. at 352. Finding the interplay between the Treasury Regulations and Form 8283 created “understandable taxpayer confusion,” the Court found that the failure by one of the two appraisers to sign Form 8283 substantially complied with the requirements of the regulation. Id. at 353.

Cave Buttes supports Petitioners' position in this case. As noted by the Court in Cave Buttes, Form 8283 continues to provide only one line for the signature of an appraiser in the Declaration of Appraiser in Part III of Form 8283. This clearly gives the impression that the declaration of a single appraiser is sufficient, particularly where, as here, the donations are of “similar items of property” pursuant to Treas. Reg. § 1.170A-13(c)(7)(iii). Further, Mr. Biondi prepared and takes full responsibility for all the items appraised in the 2012 Appraisal. Exhibit 6, ¶¶ 4 and 12. His signature and his signature alone, were all that were required in the Declaration of Appraiser in Part III of the 2012 Form 8283.

Respondent's Brief notably concedes that Mr. Biondi's 2012 Appraisal includes descriptions and valuations done by Mr. Thompson and Ms. Sandberg of various manuscripts. Brief at p. 37. While it is true that Mr. Thompson and Ms. Sandberg did provide valuations of specific items based on research performed on comparable sales, these valuations are clearly not “appraisals” as that term is intended in the Treasury Regulations. An appraisal is a formal, comprehensive document requiring the appraiser not only to give an evaluation, but also to disclose fully the appraiser's credentials, methodology, and consideration of other valuation methods. The applicable regulations also make clear that qualified appraisals must meet other numerous requirements.

Mr. Thompson and Ms. Sandberg were consulted for valuation purposes, which is but one component of an appraisal. Mr. Biondi independently vetted their work and, upon comparing his own valuation, adopted their position as his own in connection with his appraisal. In no way does this transform advisory experts into appraisers for USPAP appraisals; if that were the case.

The 2012 Form 8283 appraisal summary was properly signed by Mr. Biondi, and Mr. Biondi alone, because he was the qualified appraiser that appraised all the items donated as part of the 2012 Contribution and was a qualified appraiser who prepared the qualified appraisal that accompanied the 2012 Form 8283. Treas. Reg. § 1.170A-13(c)(5)(iii) has no application to this case, because HLSI did not use the appraisal of more than one appraiser in 2012, nor did two or more appraisers contribute to a single appraisal in this case, Respondent's Motion should be denied and Petitioner's motion for partial summary judgment should be granted finding that Treas, Reg. § 1.170A-13(c)(5)(iii) has no application to Mr. Biondi's 2012 Appraisal.

B. The 2011 Form 8283 and 2012 Form 8283 Appraisal Summaries Comply With the Substantiation Requirements.

Apart from the argument regarding the 2012 Appraisal, Respondent argues that the 2011 Form 8283 and 2012 Form 8283 appraisal summaries fail to provide the specific dates of acquisition and cost or adjusted basis for each of the items donated. Because the items donated are “similar items property” as that term is defined by Teas. Reg. § 1.170A-13(c)(7)(iii), and were acquired on various dates, the 2011 Form 8283 and 2012 Form 8283 reflect a date range when the items were acquired by HLSI and provide the aggregate cost or adjusted basis of the items donated. (Exhibit 99-J and 101-J). The information supplied by HLSI in the 2011 Form 8283 and 2012 Form 8283 appraisal summaries clearly disclosed all of the information needed to alert the Commissioner to a potential overvaluation of the property donated in 2011 and 2012. See Hewitt v. Commissioner, 109 T.C. 258, 264-65 (1997), aff'd., 166 F.3d 332 (4th Cir. 1998) (per curiam).

Respondent argues that HLSI was required to provide the date of acquisition of each of the items donated in 2011 and 2012. The 2011 Form 8283 and 2012 Form 8283 both provide a range of dates when the items donated were acquired by HLSI. Further, beginning in 2013, the instructions to Form 8283 were revised to permit a taxpayer “donating a group of similar items” that “acquired the items on various dates (but have held all the items for at least 12 months)”, to show the acquisition date of the group of similar items as “Various.” See, Geister Declaration attached as Exhibit 7 at ¶ 4, and Instructions for Form 8283 (Rev. December 2013), at p. 6 attached as Exhibit 10. If the IRS has permitted taxpayers to put “various” when donating a group of similar items since 2013, it is difficult to comprehend why taxpayers were required to list the date of acquisition of each item in a group of similar items in 2011 and 2012. The description provided by HLSI in the 2011 and 2012 Form 8283 appraisal summaries was clearly adequate.

HLSI also provided the aggregate cost basis of the donated items in the 2011 Form 8283 and the 2012 Form 8283. Respondent acknowledges that Treas. Reg. § 1.170A-13(c)(7)(iii) permits the value of a similar group of items to be aggregated for the purpose triggering the monetary threshold for the various substantiation requirements. Brief at p. 25. Treas. Reg. § 1.170A-13(c)(1)(i) states that “the amount claimed or reported as a deduction for an item of property is the aggregate amount claimed or reported as a deduction for a charitable contribution under section 170 for such items of property and all similar items of property (as defined in (c)(7)(iii) of this section) by the same donor for the same taxable year (whether or not donated to the same donee)."

All the items comprising the 2011 Contribution were “similar items of property” under Treas. Reg. § 1.170A-13(c)(7)(iii). (Stip. ¶ 42). The Hebrew scrolls portion of the 2012 Contribution were “similar items of property” under Treas. Reg. § 1.170A-13(c)(7)(iii). Where, as here, HLSI contributed similar items of property to the same donee (MOTB), Treas. Reg. §1.170A-13(c)(4)(iv)(B) states “the donor may attach to the donor's return a single appraisal summary with respect to all similar items of property contributed to the same donee. Such an appraisal summary shall provide all the information required by ¶ (c)(4)(ii) of this section for each item of property, except that the appraiser may select any items whose aggregate value is appraised at $100 or less and provide a group description for such items.” Further, Treas. Reg. § 1.170A-16(f)(5)(ii) regarding the substantiation and reporting requirements for noncash charitable contributions provides “[u]nder section 170(f)(11)(F), the donor must aggregate the amount claimed as a deduction for all similar items of property, as defined in § 1.170A-13(c)(7)(iii) contributed during the taxable year.”

HLSI prepared and submitted a single 2011 Form 8283 appraisal summary with respect to the 2011 Contribution to MOTB, and a single 2012 Form 8283 appraisal summary with respect to the 2012 Contribution to MOTB because the items donated were of similar items of property. Moreover, both appraisal summaries provided a specific range of dates during which the items donated were acquired, stated that all the items were purchased by HLSI, provided the cost or adjusted basis of the similar items donated, and provided the appraised fair market value claimed in connection with the donation. Petitioners therefore provided sufficient information to permit Respondent to evaluate the reported contributions.⁸

Respondent cites Chiarelli v. Commissioner, T.C. Memo. 2021-27, to argue the way HLSI completed the 2011 Form 8283 and the 2012 Form 8283, providing a range of dates for the acquisition of the property donated and the aggregate cost basis of the property donated, did not comply with the substantiation requirements. Brief at pp. 26-27.⁹ The facts of Chiarelli are distinguishable from those presented herein. In Chiarelli, the taxpayer (an attorney admitted to practice before the tax court) claimed non-cash charitable contribution deductions for three separate years for his alleged donations of personal property he inherited from his deceased mother. First, there is nothing in the Chiarelli case indicating, as here, that the items of property donated by the taxpayer were “similar items of property” pursuant to Treas. Reg. § 1.170A-13(c)(7)(iii). Second, although the taxpayer in Chiarelli attached Form 8283 to his returns, his appraisal summaries failed to properly support the charitable donations of the property claimed. For example, the taxpayer either entirely failed to include the dates, or to provide even a range of dates, that he acquired the donated property. In one year, he stated that the donated property was purchased and in another he stated that it was inherited. He claimed an inflated basis in the donated property but provided no information as to how he determined the amount claimed. Most importantly, Section B, Parts II, III and IV were unsigned and incomplete on all the Forms 8283 the taxpayer submitted. Only after the IRS commenced examinations of his tax returns, did the taxpayer attempt to supply supplemental information (created after the fact) to support his deductions. Given these facts, it is not surprising that the Court concluded that the taxpayer failed to comply with the regulations strictly or substantially and disallowed the taxpayer's charitable deductions. The facts of Chiarelli are clearly distinguishable from those herein, and do not support Respondent's Motion.

Respondent's citation to the Oakhill Woods, LLC v. Commissioner, T.C. Memo. 2020-24 at pp. 27-28 of the Brief is similarly infirm. Oakhill concerned a charitable contribution deduction in connection with the donation of a conservation easement. In its Form 8283, the taxpayer completely failed to provide the cost or adjusted basis in the donated property, stating “see attachment.” In the attachment to Form 8283, the taxpayer stated that the basis of the property is not taken into consideration in computing the amount of the deduction and was therefore not being provided. The Court found that the taxpayer did not strictly comply with the regulatory requirements because it did not report its cost basis as the regulation requires and as Form 8283 directs.

The decision in Oakhill has no application to the facts of this case. HLSI supplied the cost or adjusted basis of the items donated to MOTB in the 2011 and 2012 Form 8283 appraisal summaries. Further, the Court in Oakhill found that the taxpayer included in its return an intentionally incomplete Form 8283, and therefore could not cure its initial omission by supplying cost basis information during the IRS audit of its returns. The 2011 and 2012 Form 8283 Appraisal Summaries provided by HLSI were not incomplete, and HLSI has supplied additional information regarding the cost basis of the items donated in the 2011 Contribution and the 2012 Contribution.

The regulations are designed to provide the IRS with information to help it decide whether to commence an examination. Brief at p. 28. Respondent complains that the appraisal report supplied by HLSI together with the Form 8283 appraisal summaries were lengthy, and misleadingly quotes from Oakhill at pp. 28-29 of the Brief, implying that the Court in Oakhill found that “revenue agents cannot be required to sift through hundreds of pages of complex returns looking for possible clues about what the taxpayers cost basis might me.” The full quotation begins “Where the taxpayer states on Form 8283 that basis information will not be provided . . .” Oakhill, T.C. Memo. 2020-24 at *21. That didn't happen here. HLSI provided the cost basis information on the 2011 and 2012 Form 8283 appraisal summaries. Further, the 2011 and 2012 Form 8283 appraisal summaries clearly stated the appraised fair market value of the items donated in each year. Unlike Oakhill, the IRS had the information it needed to decide whether to commence an examination due to a potential overvaluation of the property donated in 2011 and 2012. Moreover, based on the information provided by HLSI and Petitioners, the IRS elected to examine Petitioners' returns, resulting in the Notices of Deficiency at issue in this case.

Respondent's Motion should be denied, and Petitioners are entitled to partial summary judgment against Respondent finding that the 2011 Form 8283 and 2012 Form 8283 appraisal summaries comply with DEFRA § 155(a) and Treas. Reg. §§ 1.170A-13(c)(4) and 1.170A-13(c)(5)(iii).

II. The 2011 Form 8283 and 2012 Form 8283 Appraisal Summaries Substantially Comply with the Substantiation Requirements.

Even were the Court to determine that the 2011 Form 8283 and 2012 Form 8283 appraisal summaries fail to comply with the Treas. Reg. §§ 1.170A-13(c)(4) and 1.170A-13(c)(5)(iii) due to some technicality, they substantially comply with the regulations. In Bond v. Commissioner, 100 T.C. 32, 41 (1993), the Tax Court held that some of the reporting requirements set forth in Treas. Reg. § 1.170A-13, while “helpful to respondent in the processing and auditing of returns on which charitable deductions are claimed,” are “directory and not mandatory,” Thus, in appropriate circumstances, the requirements can be satisfied by substantial, rather than by literal, compliance. Bond, 100 T.C. at 42. “The doctrine of substantial compliance is designed to avoid hardship in cases where a taxpayer does all that is reasonably possible, but nonetheless fails to comply with the specific requirements of a provision.” Durden v. Commissioner, T.C. Memo. 2012-140 at *5.

Substantial compliance may be shown where the taxpayer “provided most of the information required” or made omissions “solely through inadvertence.” Hewitt v. Commissioner, 109 T.C. 258, 265 (1997), aff'd., 166 F.3d 332 (4th Cir. 1998) (per curiam). To substantially comply, the taxpayer must satisfy those reporting requirements that “relate To the substance or essence of the statute.” Bond, 100 T.C. at 41 (quoting Taylor v. Commissioner, 67 T.C. 1071, 1077 (1977)).

In enacting DEFRA's heightened reporting requirements, Congress aimed to give the IRS tools that would enable it to identify inflated charitable contribution deductions. See RERI Holdings I, LLC v. Commissioner, 149 T.C. 1, 16-17 (2017), aff'd. sub nom. Blau v. Commissioner, 924 F.3d 1261 (D.C. Cir. 2019). In assessing whether Petitioners complied with the regulation in question here, the Court should consider whether Petitioners provided sufficient information to enable the IRS “to evaluate [the] reported contributions, as intended by Congress,” Smith v. Commissioner, T.C. Memo. 2007-368 at *47, aff'd., 364 F. App'x 317, (9th Cir. 2009).

The 2011 Form 8283 and 2012 Form 8283 appraisal summaries included with Petitioners' tax returns provided sufficient information to enable the IRS to evaluate the reported charitable deductions claimed as intended by Congress. The requirement to disclose the claimed “cost or adjusted basis” is intended to facilitate the Respondent's efficient identification of overvalued property. The appraisal summaries prepared by HLSI and attached to Petitioners' tax returns clearly identified the gap between the adjusted cost basis of the items donated and their claimed fair market value. Further, the disparity between the cost basis and fair market value of the donated items as reported on the 2011 Form 8283 and the 2012 Form 8283 prompted the examination of Petitioners' tax returns in this case and resulted in the Notices of Deficiency which are at issue.

The cases cited by Respondent in which courts have failed to find substantial compliance all involve situations in which there were multiple failures on the part of taxpayers to complete Form 8283. RERI Holdings I_, LLC v. Commissioner, 149 T.C. 1, 16 (2017), aff'd. sub nom. Blau v. Commissioner, 924 F.3d 1261 (D.C. Cir, 2019) (no amount shown in space provided for donors' cost or other adjusted basis on Form 8283); Chiarelli v. Commissioner, T.C. Memo. 2021-27 at *16-19 (Forms 8283 submitted by Taxpayer with returns were almost entirely incomplete and lacked signatures from the donor, the donee, and the appraiser. Taxpayer failed to provide most of the information required to evaluate whether he made the alleged charitable contributions); Oakhill Woods, LLC v. Commissioner, T.C. Memo. 2020-24 at *13 (taxpayer did not report its cost basis on Form 8283, an explanation attached asserted that cost basis information was not necessary); Alli v. Commissioner, T.C. Memo. 2014-15 at *8-9 (taxpayers' Form 8283 did not include an appraiser's name, address, identifying number, an appraiser declaration, or the donee's signature, taxpayer identification number, or statement regarding whether the donor had received any consideration for the contribution; multiple issues with the appraisals, and Court found taxpayers intentionally submitted false cost information); Durden v. Commissioner, T.C. Memo. 2012-140 (taxpayers not entitled to deduction for charitable contributions of more than $250.00 made to their church); Rothman v. Commissioner, T.C. Memo. 2012-163, opinion vacated in part on reconsideration, T.C. Memo. 2012-218 (taxpayers failed to submit qualified appraisal where appraisal submitted failed to satisfy 8 of 15 regulatory requirements). Cf. Emanouil v. Commissioner, T.C. Memo. 2020-120 (finding that the taxpayers provided sufficient information to permit the IRS to evaluate the reported contributions); Cave Buttes, LLC v. Commissioner, 147 T.C. 388 (2016) (finding substantial compliance despite the fact that only one of two appraisers signing the appraisal report signed the Declaration of Appraiser on Form 8283 and excusing other certain minor compliance issues in the text of the attached appraisal report); Zarlengo v. Commissioner, T.C. Memo. 2014-161, at *40-41 (taxpayer substantially complied with the disputed substantiation requirements under Treas. Reg. § 1.70A-13(c)(3)(ii), and failure to comply with timeliness requirement did not relate to the essence of Section 170).

The information supplied by Petitioners in the 2011 Form 8283 and the 2012 Form 8283 substantially complied with Treas, Reg. §§ 1.170A-13(c)(4) and 1.170A-13(c)(5)(iii). Respondent's Motion should therefore be denied, and Petitioners should be granted partial summary judgment finding that they have substantially complied with the regulations.

III. Neither DEFRA § 155(a), nor Treas. Reg. § 1.170A-13(c)(1)(i) applies to the ESBT Shareholders.

Respondent's Motion is based on Petitioners' alleged non-compliance with DEFRA § 155(a) and Treas. Reg. § 1.170A-13(c) and (f). See, e.g., Brief at pp. 20-24. However, as Respondent's citation to DEFRA § 155(a) at p. 20 of its Brief makes clear, Congress expressly limited Respondent's authority to prescribe regulations regarding non-cash charitable contributions to “any individual, closely held corporation, or personal service corporation claiming a deduction under section 170” of the Internal Revenue Code. See, DEFRA § 155(a)(1) (emphasis added). As Respondent notes in footnote 3 of its Brief, Congress codified the appraisal requirements for non-cash charitable contributions in 2004 by adding paragraph eleven to I.R.C. § 170(f), applicable to contributions made after June 3, 2004, However, I.R.C. § 170(f)(11), again expressly states:

In the case of an individual, partnership, or corporation, no deduction shall be allowed under subsection (a) for any contribution of property for which a deduction of more than $500 is claimed unless such person meets the requirements of subparagraphs (B), (C), and (D), as the case may be, with respect to such contribution.

I.R.C. § 170(f)(11)(A)(i). Accordingly, neither DEFRA, nor Congress' codification of the appraisal requirements in I.R.C. § 170(f)(11), apply directly to trusts.

The fact that neither DEFRA, nor I.R.C. § 170(f)(11) apply to trusts is further demonstrated by a plain reading of Treas. Reg, § 1.170A-13(c)(1)(i) referenced at p. 23 of Respondent's Memorandum. The regulation makes clear that it applies to “any charitable contribution made after December 31, 1984, by an individual, closely held corporation, personal service corporation, partnership, or S corporation of an item of property (other than money and publicly traded securities to which § 1.170-13(c)(7)(xi)(B) does not apply) [sic] if the amount claimed or reported as a deduction under Section 170 with respect to such item exceeds $5,000.” Again, the Treasury Regulation promulgated by Respondent, by its express terms, does not apply to trusts such as the ESBT Shareholders in this case.

Finally, the IRS instructions for filling out Form 8283 applicable in 2011 (Rev. December 2006) and in 2012 (Rev. December 2012) both clearly state on the first page that “Form 8283 is filed by individuals, partnerships, and corporations.” Geister Declaration attached as Exhibit 7 at ¶¶ 2-3 and Exhibits 8 and 9. Nowhere on the prior or current instructions for Form 8283 is there any reference or requirement that a Form 8283 must be filed by trusts. Further, the trusts in this case are ESBTs and are distinguishable from a trust that makes contributions directly to a charity.¹⁰

Respondent has failed to provide the Court with any statutory, regulatory, or other legal authority that requires the ESBT Shareholders to file a Form 8283, and Respondent is therefore not entitled to partial summary judgment against the ESBT Shareholders in this case. Further, the ESBT Shareholders are entitled to partial summary judgment against Respondent in their favor on this issue as a matter of law.

IV. HLSI, not Petitioners, was responsible for preparing the 2011 and 2012 Form 8283 Appraisal Summaries.

Petitioners were required to attach a copy of the 2011 and 2012 Form 8283 appraisal summaries to their income tax returns. HLSI was an S Corporation pursuant to I.R.C. § 1361(a)(1) for tax years 2011 and 2012, with its principal place of business in Oklahoma City, Oklahoma. (Stip. ¶¶ 8-9). Accordingly, HLSI, and not Petitioners, was responsible for the preparation of the 2011 Form 8283 and the 2012 Form 8283. Declaration of Jeffrey Williams attached as Exhibit 1, ¶ 2. HLSI reported the 2011 Contribution and the 2012 Contribution on its Form 1120S, U.S. Income Tax Return for an S Corporation for the 2011 and 2012 tax years. (Stip. ¶¶ 35-38). HLSI hired Mr. Biondi to provide the 2011 Appraisal and the 2012 Appraisal. (Stip. ¶¶ 39 and 44). HLSI timely filed its Form 1120S returns for tax years 2011 and 2012 and issued Schedules K-1 to its Shareholders for tax years 2011 and 2012. (Stip. ¶¶ 50-52, 56-57; Exhibits 98-J and 100-J). HLSI's 2011 and 2012 tax returns included the 2011 Form 8283 and 2012 Form 8283. The 2011 Form 1120S included sections of Mr. Biondi's 2011 Appraisal and the 2012 Form 1120S included sections of Mr. Biondi's 2012 Appraisal. (Stip. ¶¶ 53-55, 58-60; Exhibits 99-J and 101-J). Petitioners acknowledge that because HLSI was an S Corporation at the time of the donations, if HLSI cannot claim the charitable contributions made, the deductions will be denied at the shareholder level. I.R.C. § 170(f)(11)(G) (“in the case of a partnership or S corporation, this paragraph shall be applied at the entity level, except that the deduction shall be denied at the partner or shareholder level.”). Despite the language of § 170(f)(11)(G), Respondent is nevertheless attempting to apply the qualified appraisal provisions of the statute and Treasury Regulations to Petitioners, not HLSI. Through the Motion and Brief, Respondent seeks to hold Petitioners as opposed to HLSI responsible for the way in which the appraisal summaries were prepared.

Respondent's argument completely disregards that Petitioners are governed by Treas. Reg. § 1.170A-16(f)(4)(i) and (ii). It requires that Petitioners, as shareholders in an S corporation, to attach a copy of the S corporation's Form 8283 to the return on which the deduction is claimed:

(i) Form 8283 (Section A or Section B) must be provided to partners and S corporation shareholders. If the donor is a partnership or S corporation, the donor must provide a copy of the completed Form 8283 (Section A or Section B) to every partner or shareholder who receives an allocation of a charitable contribution deduction under section 170 for the property described in Form 8283 (Section A or Section B). . . .

(ii) Partners and S corporation shareholders must attach Form 8283 (Section A or Section B) to return. A partner of a partnership or shareholder of an S corporation who receives an allocation of a charitable contribution deduction under section 170 for property to which paragraph (c), (d), or (e) of this section applies must attach a copy of the partnership's or S corporation's completed Form 8283 (Section A or Section B) to the return on which the deduction is claimed.

Id. (emphasis added to text)¹¹ As noted above, Petitioners clearly complied. They each properly attached a copy of the 2011 and 2012 Form 8283 appraisal summaries provided to them by HLSI.

To be clear, Petitioners do not question Respondent's ability to challenge the deductions claimed by Petitioners on their merits (e.g., whether HLSI was legally entitled to claim the deductions, or the fair market value of the items donated at the time of the donation). Further, Petitioners understand that in the event the IRS successfully challenged HLSI's compliance, the deductions claimed by Petitioners would also be denied.

That is not what is happening in this case. HLSI is not a party to these proceedings. In effect, Respondent is playing a game of “Gotcha!” by asking the Court to find as a matter of law that Petitioners cannot even challenge the Notices of Deficiency in this case because of alleged technical errors made by HLSI in filling out the Form 8283 appraisal summaries. See Cave Buttes, L,L.C. v. Commissioner, 147 T.C. 338, 353-54 (2016) (commenting on the Commissioner playing “Gotcha!” regarding the date of the transfer of the donated property). Where, as here, all of the relevant portions of the appraisal summaries are completed, and there is nothing that would place the shareholders of HLSI on notice of any lack of technical compliance in the preparation of the appraisal summaries, Respondent should not be able to claim the existence of an alleged technical error on the part of HLSI in the preparation of the appraisal summaries is a complete bar to the shareholders' ability to contest a Notice of Deficiency when Petitioners fully complied with Respondent's applicable regulations.

The ESBT Shareholders properly included a copy of the 2011 Form 8283 provided by HLSI with their 2011 timely filed Form 1041 and included a copy of the 2012 Form 8283 prepared by HLSI with their timely filed 2012 Form 1041. The ESBT Shareholders reported their proportionate share of HLSI's charitable deductions on their Electing Small Business Trust Tax Calculation Forms attached to their 2011 and 2012 Forms 2014. (Dynasty Trust, Exhibit 102-J at IRS_00010832 and IRS_00010839 and Exhibit 103-J at IRS_00010943 and IRS_00010945) (Delta Trust, Exhibit 104-J at IRS_00011528; Exhibit 105-J at IRS_00011577 and IRS_00011579) (Management Trust, at Exhibit 106-J at IRS_00012067 and IRS_00012069; Exhibit 107-J at Petitioner_00002219 and Petitioner_00002239).¹²

HLSI's Individual Shareholders reported their proportionate share of HLSTs charitable deductions on the Schedules A attached to their 2011 and 2012 Forms 1040. (Stip. ¶ 62). The Individual Shareholders, likewise included the 2011 Form 8283 and 2012 Form 8283 prepared by HLSI with their 2011 and 2012 Form 1040 tax returns. (Steven T. Green and Jackie D. Green, Exhibit 108-J at IRS_00015686, IRS_00015650 and IRS_00015720; Exhibit 109-J at IRS_00015895, IRS_00015866 and IRS_00015923) (Mart D. Green and Diana K. Green, Exhibit 110-J at IRS_00014010, IRS_00013970 and IRS_00014047; Exhibit 111-J at Petitioner_00002137, Petitioner_00002082 and Petitioner_00002153).

Respondent's Motion and Brief improperly seek to impose stringent Form 8283 requirements on Petitioners even though Petitioners were not responsible for the preparation of the Form 8283 appraisal summaries on which Respondent's Motion and Brief are based. Petitioners timely filed their tax returns, and satisfied the requirements as outlined in Respondent's regulations including completed copies of the 2011 and 2012 Form 8283 appraisal summaries with their returns.

Neither the ESBT Shareholders, nor the Individual Shareholders, were directly responsible for the preparation of the 2011 Form 8283 or the 2012 Form 8283. Shareholders of S corporations should be able to reasonably rely on the corporation's completed Form 8283 if there are no glaring omissions or irregularities. To require shareholders to “audit” a Form 8283 is an unreasonable burden to place on the shareholders. The Petitioners met both the requirements of the regulations and the instructions on the Form 8283 by attaching the completed forms to their returns. Denying Petitioners the ability to challenge the Notices of Deficiency as a result of perceived technical deficiencies in the 2011 Form 8283 and 2012 Form 8283 independently prepared by HLSI is without merit, and Respondent's Motion should therefore be denied, and Petitioners are instead entitled to summary judgment against Respondent.

V. Petitioner's Had Reasonable Cause to Believe That the 2011 Form 8283 and 2012 Form 8283 Complied With Regulatory Requirements.

In 2004, Congress enacted the American Jobs Creation Action of 2004 (“AJCA”), Pub. L. No. 108-357, sec. 883(a), 118 Stat. at 1631. The AJCA added § 170(f)(11) to the Internal Revenue Code, which included, in subparagraph (A)(ii)(II), a new “reasonable cause” defense for failure to comply with the regulatory reporting requirements. Subparagraph (A)(ii)(II) excuses failure to satisfy the reporting requirements if “it is shown that the failure to meet such requirements is due to reasonable cause and not to willful neglect.” The formulation of the § 170(f)(11)(A)(ii)(II) defense — referring to the existence of “reasonable cause” and the absence of “willful neglect” — resembles that appearing in numerous Internal Revenue Code provisions that impose penalties or additions to tax. Oakhill Woods, LLC v. Commissioner, 2020 T.C. Memo. 24 at *27-28. Although the “reasonable cause” defense relieves a taxpayer from disallowance of a deduction rather than from a position of a penalty, the Tax Court has construed these defenses similarly. Id.

Reasonable cause requires that the taxpayer have exercised ordinary business care and prudence as to the challenged item. Id. Treas. Reg. § 1.6664-4(b)(1) provides that “[t]he determination of whether a taxpayer acted with reasonable cause and in good faith is made on a case-by-case basis, taking into account all pertinent facts and circumstances.” Reliance on the advice of a tax professional “must generally be from a competent and independent advisor unburdened with a conflict of interest and not from promoters of the investment.” Oakhill Woods, T.C. Memo. 2020-24, citing, Mortensen v. Commissioner, 440 F.3d 375, 387 (6th Cir. 2006), aff'g T.C. Memo 2004-279.

During 2011 and 2012, HLSI used the services of Grant Thornton, LLP to review HLSI's work papers and federal tax returns prior to filing, and to file HLSI's federal tax returns. See, Declaration of Jeffrey Williams attached hereto as Exhibit 1 at ¶ 7. If Grant Thornton had any questions, comments, or concerns regarding either the work papers or the federal returns, these were discussed with HLSI, typically by telephone. Id. at ¶ 8. Once Grant Thornton finalized their review of the federal tax returns and work papers, HLSI would finalize preparation of all state tax returns, and the state tax returns and any additional work papers prepared were likewise delivered to Grant Thornton for review. Id. at ¶ 9. HLSI reasonably relied on Grant Thornton to raise any compliance issues regarding HLSI's 2011 and 2012 federal tax returns, including the Form 8283 appraisal summaries prior to filing. Id. at ¶ 10. No such issues were raised with respect to the 2011 and 2012 Form 8283 appraisal summaries. Id. at ¶ 11.

There is no question that Grant Thornton, LLP is a competent and independent advisor unburdened with any conflict of interest. Therefore, at the very least, a fact issue exists as to whether HLSI reasonably relied on Grant Thornton's review of HLSI's 2011 and 2012 federal tax returns and work papers, including its 2011 and 2012 Form 8283 appraisal summaries, and Respondent's Motion should be denied on this basis as well.

CONCLUSION

Respondent's Motion for Partial Summary Judgment should be denied for all the reasons stated herein. Moreover, the undisputed facts establish that Petitioners are entitled to partial summary judgment against Respondent on the issue of their actual or substantial compliance with respect to the Form 8283 appraisal summaries attached to their 2011 and 2012 tax returns.

DATED this 29th day of April, 2022.

Respectfully submitted,

Charles E. Geister III, T.C. Bar No. GC0392
Len Cason, T.C. Bar No. CL0262
J. Leslie LaReau, T.C. Bar No. LJ0943
Kurt M. Rupert, T.C. Bar No. RK0098
HARTZOG CONGER CASON
201 Robert S. Kerr Avenue, Suite 1600
Oklahoma City, OK 73102
Telephone: (405) 235-7000
Facsimile: (405) 996-3403
cgeister@hartzoglaw.com
lcason@hartzoglaw.com
llareau@hartzoglaw.com
krupert@hartzoglaw.com
COUNSEL FOR PETITIONERS