Gladwell v. Reinhart

2011 UT 77, 267 P.3d 895, 697 Utah Adv. Rep. 43, 2011 Utah LEXIS 178, 2011 WL 6396464

• Court: Utah Supreme Court
• Decided: December 16, 2011
• Docket: No. 20091087
• Status: Published

Opinions

Justice PARRISH,

opinion of the Court:

INTRODUCTION

T1 Utah Code section 78B-5-505 ¹ (the exemption statute) provides that a "retirement plan or arrangement that is described in Section 401(a)" of the U.S. Internal Revenue Code (the IRC) is exempt from a debt- or's bankruptcy estate. Urax Ann. § 78B-5-505(1)(a)(xiv) (2008). In this case, we determine whether a retirement plan can be "described in Section 401(a)" of the IRC when it fails to fulfill that section's requirements for tax qualification. In other words, we determine whether the exemption statute requires that a retirement plan be tax qualified. We conclude that a retirement plan is "described in Section 401(a)" if it substantially complies with that section.

BACKGROUND

12 In December 1992, Dr. Douglas James Reinhart, in his capacity as a sole proprietor, established a Keogh plan² through Charles Schwab & Co. (Schwab). The plan included a money purchase pension plan component and a profit sharing plan component for himself and his employees. While Schwab remained the plan custodian, Dr. Reinhart served as the plan administrator and made contributions for his benefit after the plan's adoption.

3 On January 1, 1996, Dr. Reinhart incorporated his business as Douglas Reinhart, M.D., P.C. Upon incorporation, Dr. Reinhart ceased to be self-employed and became an employee of the P.C. However, Dr. Reinhart caused the P.C. to continue making contributions to his combination plan. Under the plan, Dr. Reinhart was required to make all eligible employees participants in the plan and to make contributions to the Keogh plan equaling 10 percent of each participant's annual compensation. Although Dr. Reinhart's wife, Janet Reinhart, was his only eligible employee, Dr. Reinhart failed to make Janet a participant under the plan.

{ 4 On January 28, 2000, Dr. Reinhart filed a voluntary chapter 7 bankruptcy petition in the United States Bankruptcy Court for the District of Utah. On May 16, 2000, Dr. Rein-hart filed amended schedules claiming that the funds in his Keogh plan were exempt from bankruptcy proceedings pursuant to Utah Code section 78B-5-505(1)(a)(xiv). At that time, Dr. Reinhart's Keogh plan was valued at $306,000. Subsequently, Dr. Rein-hart filed an amended schedule showing an increase in the market value of the exemption to $333,885.65. The trustee of Dr. Rein-hart's bankruptey estate, David Cadwell (the Trustee), objected to Dr. Reinhart's claimed exemption, arguing that the exemption statute did not cover the plan because the plan was not technically tax qualified under IRC section 401(a). Both parties relied on Utah Code section 78B-5-505(1)(a)(xiv), which provides that "[aln individual is entitled to exemption of ... a retirement plan ... that is described in Section 401(a)" of the IRC.

5 The bankruptcy court determined that Dr. Reinhart's Keogh plan was not technically qualified under IRC section 401(a) due to four operational defects. According to the Trustee's expert witness, these defects included (1) a failure to add an eligible employee (Janet Reinhart), (2) a $10,400 loan made by the plan to Colleen Parker, (8) a failure to allocate retirement contributions to the money purchase plan portion of the Keogh plan, and (4) a contribution of excess funds in the amount of $1,455.75 for the year 2000. The Trustee's expert testified that these defects to the plan could likely be corrected under the IRS Employee Plans Compliance Resolution System (the EPCRS). The purpose of the EPCRS is to allow employers the opportunity to correct operational defects so that they can avoid IRS sanctions and other tax consequences. According to this expert testimony, although Dr. Reinhart's plan was not technically tax qualified due to the operational defects, it could be corrected through the EPCRS.

T 6 On May 15, 2008, the bankruptey court entered oral findings and conclusions determining that the alleged Keogh plan was operationally in default. Despite this operational default, the bankruptey court found that the plan was "nonetheless, described in Section 401(2)," and thus, the funds in the plan were exempt under Utah Code section 78B-5-505(1)(a)(x)(xiv). On June 8, 2008, the bank-ruptey court entered an Exemption Order and the Trustee appealed to the U.S. District Court for the District of Utah. On February 6, 2009, the district court affirmed the Exemption Order. The Trustee subsequently appealed the district court's decision to the Tenth Cireuit Court of Appeals. After hearing oral argument, the Tenth Cireuit entered an order certifying to this court the state law question presented in the appeal. We have Jurisdiction to answer a question of law certified by the Tenth Circuit pursuant to Utah Code section 78A-3-102(1).

STANDARD OF REVIEW

17 When a federal court certifies a question of state law to this court, "we answer the legal questions presented without resolv[ing] the underlying dispute." In re Kunz, 2004 UT 71, ¶ 6, 99 P.3d 793 (alteration in original) (internal quotation marks omitted). Accordingly, "traditional standards of review do not apply." Robert J. DeBry & Assocs. P.C. v. Qwest Dex, Inc., 2006 UT 41, ¶ 11, 144 P.3d 1079.

ANALYSIS

18 The question presented for our review is whether a Keogh plan is "described in Section 401(a)" of the IRC when that plan fails to fulfill the section's requirements for tax qualification. Dr. Reinhart argues that the plain language of the exemption statute does not require a plan to be tax qualified. Specifically, he argues that the legislature's use of the term "described in" rather than the term "qualified under" indicates its intent to exempt Keogh plans that are not technically tax qualified under section 401(a) of the IRC. Additionally, Dr. Reinhart argues that the statute should be construed in his favor because state bankruptcy exemption statutes are liberally construed to protect debtors and their families from hardship.

T9 In contrast, the Trustee argues that the exemption statute only exempts tax qualified plans because the only plans "described in Section 401(a)" are qualified plans. In support of his argument, he points to the headings in section 401 and subsection (a), which are titled "[qlualified pension, profit-sharing, and stock bonus plans," and "[rle-quirements for qualification." L.R.C. § 401(a) (2006 & Supp.2010).

¶10 "Pursuant to general principles of statutory interpretation, 'Iwle look first to the ... plain language,' recognizing that 'our primary goal is to give effect to the legislature's intent in light of the purpose the statute was meant to achieve'" In re Kunz, 2004 UT 71, ¶ 8, 99 P.3d 793 (alterations in original) (quoting Evans v. State, 963 P.2d 177, 184 (Utah 1998)). "Additionally, we assume that each term ... was used advisedly; thus the statutory words are read literally, unless such a reading is unreasonably confused or inoperable." John Holmes Constr., Inc. v. R.A. McKell Excavating, Inc., 2005 UT 83, ¶ 12, 131 P.3d 199 (alteration in original) (internal quotation marks omitted). But "[if we find the provision ambiguous ... we then seek guidance from the legislative history and relevant policy considerations." Kunz, 2004 UT 71, ¶ 8, 99 P.3d 793 (alterations in original) (internal quotation marks omitted). "In addition, we construe exemption statutes liberally ... in favor of the debtor to protect him and his family from hardship." Id. (alteration in original) (internal quotation marks omitted).

{11 The exemption statute provides that: (1)(a) An individual is entitled to exemption of the following property:

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(xiv) except as provided in Subsection (1)(b), any money or other assets held for or payable to the individual as a participant or beneficiary from or an interest of the individual as a participant or beneficiary in a retirement plan or arrangement that is described in Section 401(a), 401(h), 401(k), 408(a), 408(b), 408, 408A, 409, 414(d), or 414(e), [of the] Internal Revenue Code....

Utah Code Ann. § 78B-5-505(1)(a)(xiv) (2008) (emphasis added).

112 On its face, the exemption statute does not require that a retirement plan be tax qualified. Rather, it requires only that a retirement plan be "described in Section 401(a)" Id. The "described in" language could reasonably be interpreted to mean that the exemption statute incorporates the tax qualification requirements specified by IRC Section 401(a) As the Trustee correctly notes, the only plans "described in Section 401(a)" are qualified plans. See LRC. § 401(a) But the "described in" language could also be reasonably interpreted to exempt plans that are not technically tax qualified. Indeed, we assume the legislature used each word advisedly, John Holmes Constr., Inc., 2005 UT 83, ¶ 12, 131 P.3d 199, and here elected to use the phrase "described in" instead of one of the variations of the phrase "qualified under" commonly used in other state exemption statutes.³ It is reasonable to conclude that this distinction is not without meaning.

{13 The phrase "described in" is broader than the phrase "qualified under." The term "described" is used to provide a general characterization and means "picture in words," Webster's New Conner Dictionary 390 (2007), whereas the term "qualified" means "having met conditions or requirements set." Id. at 1173. Additionally, the legislature's use of the term "described in" is consistent with the IRC, which makes it clear that a retirement plan does not necessarily lose its tax exempt status as a result of technical defects in the plan. For instance, retirement plans that are not in compliance with section 401(a) may be amended to qualify with retroactive effect. L.R.C. § 401(b) (2006). In fact, the IRS has created a program, known as the Employee Plans Compliance Resolution System (EPCRS), by which an employer can correct operational defects. Under this program, a retirement plan that is not technically tax qualified because of operational defects may retain its tax exempt status while the employer cures the defects. See Rev. Proc.2008-50; 2008-85 L.R.B. 464. Because the IRS provides employers the opportunity to cure operational defects without imposing the extreme sanction of disqualifi-eation, it would be inconsistent to construe the statute in such a manner that a debtor would forfeit his entire exemption as a result of an operational defect that is curable under the EPCRS. We conclude that both Dr. Reinhart's and the Trustee's interpretation of the "described in" language is reasonably supported by the language of the exemption statute. We therefore turn to legislative history and other relevant policy considerations to determine the legislature's intent.

{14 The bankruptcy code's overarching purpose is to help a debtor "obtain a fresh start." Cf. Rousey v. Jacoway, 544 U.S. 320, 325, 125 S.Ct. 1561, 161 L.Ed.2d 563 (2005). Consistent with its purpose, the bankruptey code protects an individual debt- or's future income stream by excluding "earnings from services [he] performed ... after the commencement of the case" from the bankruptcy estate. 11 U.S.C. § 541(a)(6). Additionally, Utah's statute exempts from the bankruptcy estate certain property interests, such as retirement plans, that function as a substitute for wages. Utah Code Ann. § 78B-5-505(1)(a)(x)(xiv) (2008); see also id. § 78B-5-505(1)(a)(ii)-(v) (exempting, among other things, the right to receive disability benefits, unemployment benefits, and veterans benefits). By exempting property that functions as a substitute for wages, the exemption statute ensures that debtors are provided "with sufficient support to prevent them from becoming pub-lie charges." In re Kunz, 2004 UT 71, ¶ 10, 99 P.3d 793. In furtherance of this policy, "we have historically deferred to the interests of debtors by liberally construing ambiguous exemption statutes in their favor." Id.

T 15 We are mindful of the competing policy interest that a debtor not use his retirement plan as a means of hiding assets from creditors. See id. ¶ 11. Indeed, section 401(a) of the IRC limits the amount of money that a taxpayer can contribute to a Keogh plan and still maintain its tax favored status. L.R.C. § 401(a)(16) (2006). By requiring that a plan be "described in" section 401(a), the legislature has explicitly recognized a creditor's interest by limiting the amount of assets that a debtor can convert into exempt retirement accounts. It is therefore unlikely that the legislature intended to exempt retirement plans that violate the very purpose of 401(a), ie. a retirement plan that is being used as a means of tax avoidance would not be "described in Section 401(a)" But it is equally unlikely that the legislature intended to take away a debtor's entire retirement savings exemption merely because the plan did not strictly comply with section 401(a) by, for example, exceeding the section's maximum contribution limit by ten dollars. Even the IRS does not prescribe such a harsh result and will allow a taxpayer to amend technical plan defects under the EPCRS with retroactive effect if the defect is not associated with tax avoidance transactions. Rev. Proc.2008-50 §§ 1.03 & 4.13; 2008-35 I.R.B. 464.

116 Because we believe that the legislature did not intend for a debtor to lose his entire retirement exemption because of technical violations of 401(a), we hold that a retirement plan is "described in" section 401(a) if it substantially complies with the requirements of that section. And an unqualified plan is in substantial compliance with the provisions of 401(a) if the defect does not violate the underlying purpose of 401(a). Cf. Aaron and Morey Bonds and Bail v. Third Dist. Court, 2007 UT 24, ¶ 7, 156 P.3d 801 (noting that substantial compliance means "the policy behind the statute has ... been realized"). In other words, a plan substantially complies with 401(a) if the defect is not the result of an attempt to avoid tax. Requiring substantial compliance with 401(a) adequately reflects the legislature's intent that the "described in" language balance the interests of both the debtor and the creditor, Additionally, this interpretation is consistent with our policy of interpreting ambiguous exemption statutes liberally in favor of the debtor.

117 The dissent argues that there is no basis for the substantial compliance standard we propose. We disagree. Looking at seetion 401(a) in context of the IRC as a whole, and the treasury regulations underlying this section, reveals that section 401(a) does in fact espouse a substantial compliance standard. See I.R.C. § 401(b) (allowing a taxpayer to amend a retirement plan that does not comply with section 401(a) with retroactive effect); Treas. Reg. § 1.401(b)-1(a) (as amended in 2000). Consistent with this standard, the IRS has developed the EPCRS, which allows a taxpayer to correct technical errors in his retirement plan so long as the error is not related to a tax avoidance transaction. Rev. Proc.2008-50 §§ 1.03 & 4.13, 2008-35 I.R.B. 464. In other words, as long as the plan substantially complies with seetion 401(a), the plan can be corrected. We therefore do not, as the dissent suggests, have to decide which provisions of section 401(a) are substantial and which ones are insignificant because the EPCRS has already made this determination.

1 18 The dissent also seems to make much of the fact that the debtor in this case never amended his retirement plan under the EPCRS. Infro ¶30. But the fact that a debtor's retirement plan fails to meet the requirements of section 401(a) at the time he files for bankruptcy does not necessarily mean that the debtor never intends to amend his plan to comply with those requirements. More likely, the debtor is unaware that his plan failed to meet the requirements of seetion 401(a) and did not realize the error until it was uncovered by his creditors during the bankruptey proceeding. Were we to adopt the dissent's position and require strict compliance with section 401(a), a debtor would never be able to correct an error he discovered in his plan after his bankruptcy petition was filed because the debtor's estate and exemptions are determined at the time the bankruptey petition is filed. 11 U.S.C § 54l1(a). But such a position is inconsistent with the exemption statute, which provides that retirement plans "deseribed in" section 401(a) of the IRC are exempt from the bank-ruptey estate. This section, when read in context of the IRC, allows a taxpayer an opportunity to cure defects in his retirement plan as long as the plan is in substantial compliance with its provisions. See supra ¶ 17; see also In re Copulos, 210 B.R. 61, 65 (Bankr.D.N.J.1997) (noting that the "IRS itself offers many layers of opportunity to cure any operational defects before imposing the extreme sanction of disqualification"), aff'd in part, rev'd in part sub nom. First Indem. of Am. Ins. Co. v. Copulos, No. 97-4283, 1998 WL 231224 (D. N.J. Feb. 24, 1998).

CONCLUSION

{19 The "described in" language of Utah Code section 7T8B-5-505(1)(a)(x)(xiv) includes retirement plans that are not technically tax qualified under IRC section 401(a). Accordingly, we hold that a retirement plan is "de-seribed in" the exemption statute when it is in substantial compliance with IRC section 401(a).

20 Chief Justice DURHAM, Associate Chief Justice DURRANT, and Justice NEHRING concur in Justice PARRISH's opinion.

1 . Because there have been no substantive changes to the relevant statutes that would affect this opinion, we cite to the current versions unless otherwise indicated.

2 . A Keogh plan is a retirement plan in which a self-employed taxpayer can deduct from the taxpayer's annual income tax returns certain contributions made to the plan. State Farm Life Ins. Co. v. Swift (In re Swift), 129 F.3d 792, 794 n. 1 (5th Cir.1997) (citation omitted). It also allows a taxpayer to defer tax on contributions and gains until the taxpayer receives a distribution from the plan. Id.

3 . See 11 U.S.C. § 522(d)(10)(E)(iii) (2006); Alaska Stat § 09.38.017(e)(3) (West 2010); Idaho Code Ann. § 55-1011(1) (2007); Kan Stat. Ann. § 60-2308(b) (2005) Me.Rev.Stat. Ann. tit. 14, § 4422(13)(E)(3) (Supp.2010); Md.Code Ann, Cts. & Jud. Proc. § 11-504(h)(1) (LexisNexis Supp. 2011); Miss.Code Ann. § 85-3-1(e)(i) (2011); Mo Rev.Stat. § 513.430(1)(10)(e)(c) (West Supp.2011); Mont.Code Ann. § 31-2-106(3)(c) (2011); Nes.Rev.Stat. Ann. § 25-1563.01(2) (LexisNexis 2004); Nev.Rev Stat Ann. § 21.090(r)(4) (LexisNexis Supp. 2009) N.J. Stat Ann. § 25:2-1 (West Supp. 2011); N.Y. Debt. & Cred. Law § 282(2)(e)(i) (McKinney 2011); N.D. Cent.Code § 28-22-03.1(8)(e)(3) (Supp.2011); S.C.Code Ann § 15-41-30(A)(11)(e)(iii) (Supp.2010); Tenn. Code Ann. § 26-2-111(1)(D)(iii) (Supp.2011); Vt Stat. Ann. tit. 12, § 2740(16) (2002); W. Va.Code Ann. § 38-10-4(j)(5)(C) (LexisNexis 2011).