ATTORNEYS FOR PETITIONER: ATTORNEYS FOR RESPONDENT: MARK J. RICHARDS THEODORE E. ROKITA MATTHEW J. EHINGER ATTORNEY GENERAL OF INDIANA ICE MILLER, LLP LYDIA A. GOLTEN Indianapolis, IN DEPUTY ATTORNEY GENERAL Indianapolis, IN
IN THE INDIANA TAX COURT
INDIANA FINANCE FINANCIAL CORP., ) ) Petitioner, ) ) v. ) Case No. 20T-TA-00017 FILED ) Jan 04 2024, 3:40 pm INDIANA DEPARTMENT OF STATE ) REVENUE, ) CLERK Indiana Supreme Court Court of Appeals ) and Tax Court Respondent. )
ORDER ON THE PARTIES’ CROSS-MOTIONS FOR SUMMARY JUDGMENT
FOR PUBLICATION January 4, 2024
WENTWORTH, Special J.
Indiana Finance Financial Corp. appeals the Indiana Department of State
Revenue’s denials of its sales tax refund claims for the 2017 and 2018 tax years. The
matter is currently before the Court on the parties’ cross-motions for summary
judgment.1 Upon review, the Court grants summary judgment in favor of Indiana
Finance with respect to its original refund claims.
1 The parties have designated evidence that contains confidential information. Accordingly, the Court will provide only that information necessary for the reader to understand its disposition of the issues presented. See Ind. Access to Court Records Rule 9(A)(2)(d) (2024). FACTS AND PROCEDURAL HISTORY
The following facts are not in dispute. During the years at issue, Oak Motors,
Inc. operated car dealerships in Indiana. (See Joint Stipulation of Facts (“Jt. Stip.”) ¶ 2.)
In selling its cars, Oak Motors regularly executed installment sale contracts to finance all
or a part of its customers’ purchase prices and the applicable sales tax. (See Jt. Stip. ¶
2.) Oak Motors then remitted sales tax on the full price of the cars to the Department.
(Jt. Stip. ¶ 2.)
Oak Motors subsequently sold its installment sale contracts and assigned all its
rights and obligations thereunder to its affiliate, Indiana Finance.2 (See Jt. Stip. ¶¶ 1-2.)
Indiana Finance purchased the installment sale contracts without recourse for 65% or
70% of the original amount financed. (See Jt. Stip. ¶ 2.) That is, Indiana Finance
purchased the installment sale contracts at a 30% or 35% discount from their face
values.3 (Jt. Stip. ¶ 2.) At some point thereafter, several of Indiana Finance’s
customers defaulted on their contracts. (See Jt. Stip. ¶ 3.)
When customers defaulted on their installment sale contracts, Indiana Finance
repossessed the customers’ cars and sold them either at auction or directly to Oak
Motors. (See Jt. Stip. ¶¶ 3-4.) Indiana Finance used the auction proceeds to establish
the fair market value of the repossessed vehicles sold at auction; Indiana Finance used
2 Oak Motors and Indiana Finance are members of an “affiliated group” within the meaning of Indiana Code § 6-2.5-6-9(c) because “the same persons own more than 50 percent in value of the outstanding stock of each [S-]corporation.” (See Joint Stipulation of Facts (“Jt. Stip.”) ¶ 1.) See also IND. CODE § 6-2.5-6-9(c) (2017); I.R.C. § 267(b)(11) (2017). 3 For simplicity, the Court will refer to all the installment sale contracts at issue as though they were purchased at 70% of the originally financed amount, representing a 30% discount from their face values. This reference therefore applies as well to the installment sale contracts that were actually purchased at a 35% discount. 2 the Manheim Market Report (“MMR”)4 to establish the fair market value of the
repossessed vehicles sold to Oak Motors. (Jt. Stip. ¶ 4.) Additionally, Indiana Finance
received various third-party payments related to the resolutions of insurance and
warranty claims on an unspecified number of the repossessed vehicles. (See Jt. Stip. ¶
3.)
On its 2017 and 2018 federal and Indiana income tax returns, Indiana Finance
claimed a deduction for bad debts on the defaulted contracts calculated according to
IRC § 166. (See Pet’r Des’g Evid., Ex. 1 (“Pretorius Aff.”) ¶¶ 6, 9; Jt. Stip. ¶ 5.)
Additionally, Indiana Finance sought a refund of the Indiana sales tax, previously paid
by Oak Motors to the Department, that became an uncollectible receivable for Indiana
Finance following the customer defaults. (See Jt. Stip. ¶¶ 6, 15, Exs. A, K.) Indiana
Finance maintained that its Indiana bad debt calculation was consistent with this Court’s
decision in SAC Finance, Inc. v. Indiana Department of State Revenue (SAC II), 24
N.E.3d 541 (Ind. Tax Ct. 2014), review denied. (See, e.g., Jt. Stip. ¶ 6, Ex. A at SOF-9.)
Indiana Finance applied the Market Discount Rules (i.e., the rules under IRC §§
1276 through 1278) to the value of repossessed vehicles, insurance claim payments,
and warranty claim payments (collectively, the “Repossessed Property”) in the same
way it did to installment payments. (See, e.g., Jt. Stip. ¶¶ 3-6, Ex. A at SOF-9; Pretorius
Aff. ¶¶ 5-9.) Accordingly, Indiana Finance increased its basis in the installment sale
contracts by the market discount recognized in gross income (specifically, 30% of the
receipts representing the discount from the contracts’ face value and constituting
Indiana Finance’s taxable profit), and it decreased its basis in these contracts by 100%
4 The Manheim Market Report (“MMR”) is “the premier indicator of wholesale [vehicle] prices, updated daily.” (Jt. Stip. ¶ 4.) 3 of all payments made. (See Pretorius Aff. ¶ 5.) The net effect of this federal treatment
is that the market discount portion of a payment is taxable as income (profit) and the
remainder is a non-taxable reduction in basis. (See Pretorius Aff. ¶ 5.)
Upon review, the Department accepted the portion of Indiana Finance’s bad debt
calculations that reflected the federal market discount treatment for installment
payments, but rejected the same treatment for Repossessed Property, claiming that
Indiana Finance was required to reduce its unpaid balances in the defaulted contracts
by 100% of the value of the Repossessed Property. (See Jt. Stip. ¶¶ 7, 17, Exs. B, M;
Pretorius Aff. ¶¶ 14, 24.) In other words, the Department denied that part of Indiana
Finance’s two refund claims that applied the Market Discount Rules to the Repossessed
Property, thereby reducing the uncollectible amount by only 70%, rather than the full
100% of the Repossessed Property’s value. (See Jt. Stip. ¶¶ 7, 17, Exs. B, M; Pretorius
Aff. ¶¶ 14, 24.)
Indiana Finance protested the Department’s partial denials of its refund claims.
(See Jt. Stip. ¶¶ 8, 18, Exs. C, N.) During the protest proceedings, the Department
asserted that Indiana Finance should have removed the entire amount of the
Repossessed Property. (See Jt. Stip. ¶ 9, Ex. D; Pretorius Aff. ¶ 14.) Indiana Finance
disagreed, explaining that if it excluded the entire amount of the Repossessed Property,
its basis would not decrease by virtue of the receipt of the Repossessed Property, and
its basis in the contracts would exceed that in its refund claims, leading to a larger sales
tax refund than it requested. (See Jt. Stip. ¶ 9, Ex. D; Pretorius Aff. ¶ 16.)
Subsequently, the Department denied Indiana Finance’s protest in its entirety. (See Jt.
Stip. ¶ 10 Ex. E; Pretorius Aff. ¶ 17.)
4 Indiana Finance requested a rehearing with the Department. (See Jt. Stip. ¶ 12,
Ex. G; Pretorius Aff. ¶ 19.) In addition, Indiana Finance filed two supplemental refund
claims for the 2017 and 2018 tax years that recalculated its bad debt deductions as
specified by the Department. (See Jt. Stip. ¶¶ 11, 16, Exs. F, L; Pretorius Aff. ¶¶ 18,
23.)
The Department granted Indiana Finance’s request for rehearing, but denied
Indiana Finance’s two supplemental refund claims because they did not reduce the bad
debt deduction by the value of the Repossessed Property. (See Jt. Stip. ¶¶ 14, 19, 21,
Exs. I, O, Q; Pretorius Aff. ¶¶ 21, 28.) Consequently, the Department recalculated
Indiana Finance’s adjusted tax basis by reducing the unpaid balances of its defaulted
contract receivables by the full value of the Repossessed Property. (See, e.g., Jt. Stip.
¶¶ 7, 14, 17, 21.)5
Indiana Finance protested the complete denials of its supplemental refund
claims. (See Jt. Stip. ¶¶ 14, 21, Exs. J, R.) On January 14, 2020, the Department
conducted an administrative hearing on all outstanding matters, and subsequently
concluded Indiana Finance was not entitled to any additional relief. (See Jt. Stip. ¶¶ 22-
25, Exs. S, T.)
On October 21, 2020, Indiana Finance initiated this original tax appeal,
5 The Department’s designated evidence includes a spreadsheet with examples of the parties’ three different bad debt calculations: the Department’s calculation and Indiana Finance’s original and supplemental calculations. (See Resp’t Mot. Summ. J. & Des’g Evid. (“Resp’t Des’g Evid.”), Ex. 5.) Both parties agree that the spreadsheet’s mathematical calculations in the examples are accurate. (See Hr’g Tr. at 121-23.) Nonetheless, the terminology that describes the calculation steps differs significantly from the terminology used in the parties’ summary judgment materials. (Compare, e.g., Resp’t Des’g Evid., Ex. 5 with Br. Supp. Pet’r Mot. Summ. J. (”Pet’r Br.”) at 2-13 and Resp’t Mem. Law Supp. [Resp’t] Mot. Summ. J. (“Resp’t Br.”) at 2-9.) Accordingly, the spreadsheet is of limited value to the Court. 5 challenging the Department’s denials of $163,044.00 in sales tax from its original refund
claims and $258,584.00 in sales tax from its supplemental refund claims. (See Resp’t
Mot. Summ. J. & Des’g Evid. (“Resp’t Des’g Evid.”), Ex. 1 ¶¶ 15, 18, 25-26; Jt. Stip. ¶
26.) The parties filed their cross-motions for summary judgment on June 18, 2021. The
Court held a hearing on the parties’ cross-motions on August 31, 2021. Additional facts
will be supplied if necessary.
STANDARD OF REVIEW
The Tax Court reviews final determinations of the Department de novo. IND.
CODE § 6-8.1-9-1(c) (2024). Accordingly, the Court is not bound by the evidence
presented or the issues raised during the administrative proceedings. Horseshoe
Hammond, LLC v. Indiana Dep’t of State Revenue, 865 N.E.2d 725, 727 (Ind. Tax Ct.
2007), review denied. The Court will grant a motion for summary judgment only when
the designated evidence demonstrates that no genuine issues of material fact exist, and
the moving party is entitled to judgment as a matter of law. Ind. Trial Rule 56(C).
Cross-motions for summary judgment do not alter the standards for determining
whether summary judgment is warranted. Horseshoe Hammond, 865 N.E.2d at 727.
LAW
During the years at issue, Indiana imposed a sales tax (i.e., the state gross retail
tax) on retail transactions made in Indiana. IND. CODE § 6-2.5-2-1(a) (2017) (amended
2017). Generally, the person acquiring the property in a retail transaction was liable for
the tax and paid the tax to the retail merchant as a separate added amount to the
consideration in the transaction. I.C. § 6-2.5-2-1(b).
The retail merchant collected the sales tax as an agent for the state and remitted
6 the collected taxes to the Department on a monthly basis. IND. CODE § 6-2.5-6-1(a)
(2017). The retail merchant was required to remit the entire amount of sales tax due
during the reporting period in which a retail transaction occurred, even if, as here, an
item’s sales price and related sales tax had been financed over time. See IND. CODE §
6-2.5-6-7 (2017) (indicating that retail merchants are liable for the difference between
what they were supposed to collect in sales tax during a reporting period and what they
actually collected). To determine the amount of sales tax to remit each month, the retail
merchant multiplied its gross retail income from taxable transactions made during that
month by the applicable sales tax rate. See I.C. § 6-2.5-6-7. See also IND. CODE § 6-
2.5-1-5 (2017) (defining “gross retail income”) (amended 2019).
Indiana Code § 6-2.5-6-9 (the “Indiana Bad Debt Statute”), however, allowed a
retail merchant (or its assignee) to deduct from the amount of sales tax due, the tax due
on the amount of its receivables written off as uncollectible debt for federal income tax
purposes under IRC § 166:
(a) In determining the amount of [sales] and use taxes which a retail merchant must remit under section 7 of this chapter, the retail merchant shall, subject to subsections (c) and (d), deduct from the retail merchant's gross retail income from retail transactions made during a particular reporting period, an amount equal to the retail merchant’s receivables which . . . were written off as an uncollectible debt for federal tax purposes under Section 166 of the Internal Revenue Code during the particular reporting period.
IND. CODE § 6-2.5-6-9(a) (2017) (emphasis added). The Indiana Bad Debt Statute
further explained:
(d) The following provisions apply to a deduction for a receivable treated as uncollectible debt under subsection (a):
(1) The deduction does not include interest.
7 (2) The amount of the deduction shall be determined in the manner provided by Section 166 of the Internal Revenue Code for bad debts but shall be adjusted to exclude:
(A) financing charges or interest;
(B) sales or use taxes charged on the purchase price;
(C) uncollectible amounts on property that remain in the possession of the seller until the full purchase price is paid;
(D) expenses incurred in attempting to collect any debt; and
(E) repossessed property.
I.C. § 6-2.5-6-9(d) (emphases added) (“Subsection (d)”). Thus, the Indiana Bad Debt
Statute provided tax relief to retail merchants (or their assignees) that financed the sales
tax for installment contract purchases on which consumers later defaulted. SAC Fin.,
Inc. v. Indiana Dep’t of State Revenue (SAC II), 24 N.E.3d 541, 547 (Ind. Tax Ct. 2014),
review denied; Chrysler Fin. Co. v. Indiana Dep’t of State Revenue, 761 N.E.2d 909,
916 (Ind. Tax Ct. 2002), review denied.
Nearly twenty years ago, the Indiana Supreme Court was asked to determine
whether an auto dealership that financed its customers’ vehicle purchases, including the
related sales tax, was required to deduct the total amount of repossessed collateral
under the Indiana Bad Debt Statute. See Indiana Dep’t of State Revenue v. 1 Stop
Auto Sales, Inc., 810 N.E.2d 686, 686-88 (Ind. 2004). Although the Indiana Bad Debt
Statute did not include Subsection (d) during the 1993 through 1997 tax years then at
issue, the Indiana Supreme Court recognized that the calculations for an Indiana bad
debt deduction must use the mathematics of IRC § 166, which incorporates other
8 sections of the Internal Revenue Code. See id. at 689; IND. CODE § 6-2.5-6-9 (2004)
(amended 2007). Consequently, the Indiana Supreme Court held that the auto
dealership could deduct only that portion of its receivables equal to the amount written
off for federal income tax purposes because “the Legislature intended that only the net
debt that is unable to be collected may be deducted” (the “Net Debt Principal”). See 1
Stop Auto Sales, 810 N.E.2d at 686 (emphasis added).
Over the years, this Net Debt Principle has been instrumental in determining
whether a taxpayer’s bad debt deduction was proper. See, e.g., SAC II, 24 N.E.3d at
543-48 (explaining that the use of the Market Discount Rules to calculate the Indiana
bad debt deduction prevents writing off more than what was actually paid for the
uncollectible receivables); SAC Fin., Inc. v. Indiana Dep’t of State Revenue (SAC I), 894
N.E.2d 1116, 1121 (Ind. Tax Ct. 2008) (holding that a taxpayer could not write off as
bad debt more than it actually paid for its installment contracts), review denied. Mindful
of the Net Debt Principle, therefore, the statutory exclusions in Subsection (d) cannot be
applied in a manner that allows a taxpayer to write off more than the amount it actually
paid for its uncollectible debt.
ANALYSIS
This case examines how the Indiana Bad Debt Statute treats Repossessed
Property. Indiana Finance claims it is entitled to summary judgment on its two original
refund claims because it recognized the use of the Market Discount Rules in its Indiana
9 bad debt deductions by excluding 70% of the face value of the Repossessed Property.6
(See, e.g., Br. Supp. Pet’r Mot. Summ. J. (“Pet’r Br.”) at 14-21, 23-24.)
Indiana Finance asserts that it properly excluded Repossessed Property in its
two original refund claims, as required under Subsection (d), by reducing its adjusted
basis in the installment contracts by the value of the Repossessed Property, except for
the value attributed to market discount income. (See Pet’r Br. at 20; Pet’r Br. Resp.
[Resp’t Br.] (“Pet’r Resp. Br.”) at 2-12.) In other words, 70% of the value of
Repossessed Property decreased Indiana Finance’s adjusted basis in its installment
contracts while the remaining 30%, the market discount income, did not.
The Department asserts, on the other hand, that Subsection (d) required Indiana
Finance to reduce its adjusted basis by subtracting the full amount of the Repossessed
Property, not merely a fraction of it. (See Resp’t Mem. Law Supp. [Resp’t] Mot. Summ.
J. (“Resp’t Br.”) at 11-37; Resp’t Mem. Law Opp’n Pet’r Mot. Summ. J. (“Resp’t Resp.
Br.”) at 10-26.) The Department reasons that (1) the Market Discount Rules apply only
to installment payments, not Repossessed Property, and (2) that SAC II may not be
relied on because it was wrongly decided and should be overruled. (See, e.g., Resp’t
Br. at 14-15, 25-37.)
(1) Repossessed Property
The Department contends that Indiana Finance erred in applying the Market
Discount Rules to its Repossessed Property because they apply solely to installment
6 Alternatively, Indiana Finance claims that it is entitled to summary judgment on its supplemental refund claims because the Indiana Bad Debt Statute did not require it to include any portion of the Repossessed Property in its bad debt calculations. (Compare, e.g., Pet’r Br.at 21-22 with Resp’t Br. at 33-37.) The Court will not address these claims, however, as it has resolved this appeal on other grounds. 10 payments. (See Resp’t Br. at 11-15.) The Department explains that
[w]hen [Indiana Finance] repossesses and resells a vehicle, it is paid the value of the repossessed vehicle from a third party (either a third party at auction or Oak Motors), it is not paid that value from a customer. . . . The fact is, when [Indiana Finance] repossesses a vehicle from a defaulting customer, it is making a recovery on an account that, going forward, will [be] treated as worthless. [Indiana Finance] does not receive a principal payment during this recovery process – the last principal payment [Indiana Finance] truly received was the last payment the defaulting customer actually paid.
(Resp’t Br. at 14.) (See also Resp’t Resp. Br. at 16-19; Resp’t Reply Br. Supp. Mot.
Summ. J. (“Resp’t Reply Br.”) at 5-6.) The Department argues that SAC II supports its
position that Repossessed Property and installment payments must be treated differently
because “‘the portion of each installment payment [paid by a customer] characterized as
market discount income for federal income tax purposes is income that has actually been
paid to SAC [and not taken by SAC].’”7 (Resp’t Br. at 5 (quoting SAC II, 24 N.E.3d at
547.) The Department’s focus on the difference between installment payments, made by
customers, and Repossessed Property, recovered from third parties, is a red herring and
does not justify different treatment under the Market Discount Rules.
How value is received is immaterial; what is relevant is that value is accounted
for in the same way under the mathematics of IRC § 166. See Treas. Reg. § 1.1272-
1(g). The federal Market Discount Rules are part of the mathematics of IRC § 166. See
SAC II 24 N.E.3d at 544. But, IRC § 166 and its regulations do not explicitly state that
Repossessed Property must be treated the same as installment payments. See, e.g.,
7 Although the Department “quotes” SAC II, its additions in brackets mislead the reader because the additions do not accurately reflect the language in SAC II. See SAC Fin., Inc. v. Indiana Dep’t of State Revenue (SAC II), 24 N.E.3d 541, 547 (Ind. Tax Ct. 2014) (stating that “[m]oreover, the portion of each installment payment characterized as market discount income for federal income tax purposes is income that has actually been paid to SAC”), review denied. 11 I.R.C. § 166 (2017); Treas. Reg. §§ 1.166-1 to -10. Even so, the logic of similar
treatment is inescapable.
Acknowledging that its original refund claim calculations do not reflect a literal
reading of Subsection (d) to exclude Repossessed Property, Indiana Finance insists its
calculations reflect Subsection (d)’s spirit and intent, as recognized by this Court in SAC
II, to follow the mechanics of IRC § 166 on all payments it received. (See Pet’r Br. at
20.) Indiana Finance explains this interpretation is logical because it avoids the absurd
result of reducing sales tax refunds by the market discount income portion of the
Repossessed Property. (See Pet’r Br. at 20-21.) The Court agrees. To find otherwise
would set the Net Debt Principle on its head. Indiana Finance paid 70% of face value
for the defaulted contracts. If the basis in those contracts were also reduced by market
discount income (the profit from the transaction between Oak Motors and Indiana
Finance), there is a substantial possibility that Indiana Finance would not receive a
refund attributable to what it had paid. Accordingly, adjusting Indiana’s bad debt
amount to subtract market discount income, amounts Indiana Finance never paid, is
contrary to the Net Debt Principle.
Moreover, the Department contends that the value of the Repossessed Property
cannot be treated like an installment payment because it is paid by a third party. (See
Resp’t Br. at 14-15.) The Department’s distinction is meaningless, however, because it
has been long held that a payment made by a third party may discharge another’s
underlying obligation. See e.g., 13 Corbin on Contracts § 67.3 n.1 (2023) (indicating
that an insurance company payment discharged husband’s obligation to pay former
wife’s car loan balance); id. at § 70.6 (“A performance rendered by the third person that
12 is bargained for and received by the claimant in satisfaction of the claim operates as a
discharge of the debtor”); id. (“A discharge of the original obligation also ensues from a
part payment made in some medium of money other than that originally called for in the
agreement”).
Finally, Indiana Finance prepared its federal and state income tax returns treating
installment payments and Repossessed Property in the same manner. (See, e.g.,
Pretorius Aff. ¶¶ 5-9.) The federal tax treatment is significant here because the Indiana
Bad Debt Statute “only requires that the bad debt be deducted for federal income tax
purposes, not that the taxpayer demonstrate the validity of the deduction.” SAC II, 24
N.E.3d at 545 (quotation omitted).
For these reasons, the Court does not find the Department’s arguments
persuasive that Repossessed Property should have been treated differently than
installment payments under the federal Market Discount Rules and Subsection (d)
merely because they were made by third parties during the recovery process.
Accordingly, the Department has not shown it is entitled to summary judgment on this
basis.
(2) SAC II
The Department claims to be entitled to summary judgment on the alternative
theory that the Court wrongly decided SAC II and, therefore, should overrule the
holdings that Market Discount Rules apply to Repossessed Property under the Indiana
Bad Debt Statute and that market discount income is included in the write-off for a bad
debt deduction. (See Resp’t Br. at 25-26; Hr’g Tr. at 102-07.) In its motion, the
Department asks the Court to overrule SAC II for two reasons.
13 First, the Department claims that SAC II is a “Pandora’s box” that must be closed
because IRC § 166(e) and IRC § 165(g)(2)(C) show that the Market Discount Rules do
not apply to the calculation of a bad debt deduction at all. (See Resp’t Br. at 25-26;
Resp’t Resp. Br. at 20-21; Hr’g Tr. at 70-71. IRC § 166(e) states that it does not “apply
to a debt which is evidenced by a security as defined in” IRC § 165(g)(2)(C). I.R.C. §
166(e) (emphasis added). In turn, IRC § 165(g)(2)(C) defines a “security” as “a bond,
debenture, note, or certificate, or other evidence of indebtedness, issued by a
corporation or by a government or political subdivision thereof, with interest coupons or
in registered form.” I.R.C. § 165(g)(2)(C) (2017). Elaborating, the Department explains
[w]hether thought of as bonds under the [Market Discount Rules] themselves . . . or as “other evidence of indebtedness,” [Indiana Finance’s] installment [sale] contracts with its customers are “securities” within the meaning of [IRC § 165(g)(2)(C)]. As a consequence, the market discount income portion of [Indiana Finance’s] uncollectible installment [sale] contracts cannot be deducted under [IRC § 166] and, thereby, are excluded from the computational starting point for [an Indiana bad debt deduction].
(Resp’t Resp. Br. at 21.) (See also Resp’t Br. at 25-26.)
While the Court does not suggest that the quality of a legal argument is directly
proportionate to its length, there is a minimum threshold that must be crossed to
adequately support a contention in the context of summary judgment. Here, the
Department’s short, conclusory argument is neither supported by evidence nor fulfills
the requirements of Trial Rule 56. Specifically, the Department provided no evidence to
show whether interest coupons were attached to Indiana Finance’s installment sale
contracts because none of the installment sale contracts were designated as evidence.
(See Resp’t Des’g Evid.; Resp’t Des’g Evid. Opp’n Pet’r Mot. Summ. J.; Resp’t Des’g
Evid. Further Supp. [Resp’t] Mot. Summ. J.) See also BLACK’S LAW DICTIONARY 443
14 (11th ed. 2019) (defining an “interest coupon” as “[a]n interest or dividend certificate that
is attached to another instrument, such as a bond, and that may be detached and
separately presented for payment of a definite sum at a specified time”). In addition, the
Department failed both to explain the meaning of the statutory term “in registered form”
and to explain whether Indiana Finance’s installment sale contracts were “in registered
form.” (See Resp’t Br. at 25-26; Resp’t Resp. Br. at 20-21; Resp’t Reply Br. at 13-14.)
Just as important, IRC § 165(g)(2)(C) requires a security (e.g., a bond) to be
issued by a corporation, government, or political subdivision of a government. See
I.R.C. § 165(g)(2)(C). Under this statute, an issuer of a bond or other evidence of
indebtedness is commonly understood to be the borrower, not the lender. See, e.g.,
Treas. Reg. § 1.165-5(j) at Example 3 (indicating that the issuer of registered bonds
was the corporation responsible for paying the bonds upon maturity). See also, e.g.,
Treas. Reg. § 1.446-5 (providing certain rules for allocating “costs incurred by an issuer
of debt (that is, a borrower)” that must be capitalized over the term of the debt)
(emphasis added). The undisputed material facts in this case establish that Oak Motors
was the lender because it “financed all or a part of the cost of [the customers’]
automobiles, including the sales tax on the purchase price of the automobiles, pursuant
to [the] installment sale contract[s].” (Jt. Stip. ¶ 2.) Consequently, Indiana Finance’s
installment sale contracts are not securities under IRC § 165(g)(2)(C) because the facts
show that the installment sale contracts were “issued” by the lender (i.e., Oak Motors),
not the borrowers (i.e., the customers). (Jt. Stip. ¶ 2.) Accordingly, the Department’s
IRC § 166(e) and IRC § 165(g)(2)(C) argument does not show that the holding in SAC II
was wrong or that it should be overruled.
15 Next, the Department claims that SAC II should be overruled because including
market discount income in the computational starting point for Indiana’s bad debt
calculation inadvertently allows taxpayers like Indiana Finance to claim bad debt
deductions for amounts greater than their uncollectible debts. (See Resp’t Br. at 26-33;
Resp’t Resp. Br. at 20-26; Resp’t Reply Br. at 11-13.) The Department argues that this
result not only conflicts with Subsection (d), but also distorts the very meaning of a “tax
write-off.” (See Resp’t Br. at 26-33; Resp’t Resp. Br. at 20-26; Resp’t Reply Br. at 11-
13.) The Department explains that these consequences flow from recognizing market
discount income in the computational starting point because
[alt]hough [Indiana Finance] is entitled to [receive] 100% of the payments specified in its [installment sale] contracts, it does not stand in the shoes of Oak Motors; [Indiana Finance] cannot lose that which it was never paid. [Indiana Finance] effectively lent 65% to 70% of the value of the used vehicles to its customers – so, in cases of default, [Indiana Finance] is only harmed in an amount equal to what it outlaid, i.e., 65% to 70% of the value of its installment [sale] contracts.
(Resp’t Br. at 32.) See also SAC II, 24 N.E.3d at 544-45 (explaining that under the first
part of the Indiana bad debt calculation, the taxpayer/assignee must determine the
computational starting point for the deduction, i.e., the amount to be written off as an
uncollectible debt for federal income tax purposes under IRC § 166). The Department’s
claim is not persuasive, however, for two reasons.
First, the Department has not directed the Court to any evidence, precedent, or
persuasive authority to support its claim that Indiana Finance “effectively lent 65% to
70% of the value of the used vehicles to its customers” by virtue of purchasing the
installment sale contracts from Oak Motors at a discount. (See Resp’t Br. at 32-33;
Resp’t Reply Br. at 16-17.) Indeed, none of the evidence indicates that the transactions
16 between Indiana Finance and Oak Motors altered the substance of the transactions
between Oak Motors, its customers, and the Department. Consequently, nothing
indicates that the price Indiana Finance paid to Oak Motors for the installment sale
contracts was related to or altered the amount of sales tax Oak Motors financed and
then remitted to the Department. (See Jt. Stip. ¶¶ 1-2 (indicating that Oak Motors
assigned all its rights and obligations under the installment sale contracts to Indiana
Finance).) See also Chrysler Fin. Co., 761 N.E.2d at 914 (stating the well-settled
principle of contract law is that “‘a valid assignment gives the assignee neither greater
nor lesser rights than those held by the assignor’”) (citation omitted).
Second, because the Department’s argument implicates only the computational
starting point of the bad debt calculation, it invites the Court to determine the validity of
Indiana Finance’s federal bad debt calculations and corresponding deductions. (See,
e.g., Hr’g Tr. at 82-87 (asserting that the Market Discount Rules do not apply to the
calculation of the bad debt deduction under IRC § 166).) The Court has repeatedly
explained, and has stated supra, that this type of argument is unavailing because the
Indiana Bad Debt Statute “only requires that the bad debt be deducted for federal
income tax purposes, not that the taxpayer demonstrate the validity of the [federal
income tax] deduction.” Chrysler Fin. Co., 761 N.E.2d 916 n.17 (emphasis omitted);
see also SAC II, 24 N.E.3d at 545. Consequently, the Department’s unsupported
arguments and invitations to scrutinize the validity of Indiana Finance’s federal income
tax calculations and deductions do not persuade the Court to overrule its own precedent
and grant summary judgment to the Department. Rather, the Court finds that Indiana
Finance is entitled to summary judgment with respect to its original refund claims that
17 calculated its bad debt deductions under the Indiana Bad Debt Statute for the years at
issue by excluding only the portion of the Repossessed Property that was not market
discount income.
CONCLUSION
For the foregoing reasons, the Court GRANTS Indiana Finance’s motion for
summary judgment with respect to its original refund claims only. The Court therefore
remands the matter to the Department for action consistent with this opinion.
SO ORDERED this 4th day of January 2024.
Martha Blood Wentworth Special Judge, Indiana Tax Court
Distribution: Mark J. Richards, Matthew J. Ehinger, Lydia A. Golten