N.C. Dep't of Revenue v. First Petroleum Servs., Inc.

2018 NCBC 19
CourtNorth Carolina Business Court
DecidedFebruary 23, 2018
Docket17-CVS-1663
StatusPublished

This text of 2018 NCBC 19 (N.C. Dep't of Revenue v. First Petroleum Servs., Inc.) is published on Counsel Stack Legal Research, covering North Carolina Business Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
N.C. Dep't of Revenue v. First Petroleum Servs., Inc., 2018 NCBC 19 (N.C. Super. Ct. 2018).

Opinion

N.C. Dep’t of Revenue v. First Petroleum Servs., Inc., 2018 NCBC 19.

STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION WAKE COUNTY 17 CVS 1663

N.C. DEPARTMENT OF REVENUE,

Petitioner,

v. ORDER AND OPINION ON FIRST PETROLEUM SERVICES, PETITION FOR JUDICIAL REVIEW INC.,

Respondent.

1. This matter is an appeal in a contested tax case. The issue is whether

Respondent First Petroleum Services, Inc. (“First Petroleum”) must pay a use tax on

materials it purchased and used in fulfilling contracts to construct and install fuel

storage tanks and related equipment. The Office of Administrative Hearings held

that the relevant contracts were not subject to the use tax and granted summary

judgment in favor of First Petroleum. The North Carolina Department of Revenue

(“Department”) petitions for judicial review of that administrative final decision.

2. For the reasons given below, the Court REVERSES the decision of the

Office of Administrative Hearings and REMANDS with instructions to grant

summary judgment in favor of the Department.

North Carolina Department of Justice, by Assistant Attorney General Andrew O. Furuseth, for Petitioner North Carolina Department of Revenue.

Stevens Martin Vaughn & Tadych, by Michael J. Tadych, for Respondent First Petroleum Services, Inc.

Conrad, Judge. I. BACKGROUND

3. Both parties moved for summary judgment before the Office of

Administrative Hearings. The material facts are undisputed.*

4. First Petroleum sells and installs petroleum fueling equipment. (See R.24;

R.263.) About half of First Petroleum’s business involves retail sales to customers

(such as sales of replacement parts). (See R.264–65.) The other half of its business

consists of contracts for construction and installation of fuel tanks, fueling islands,

and similar fuel storage and delivery systems. (See R.265–67.) The tax assessment

in this case concerns the latter.

5. The Department conducted a sales and use tax audit of First Petroleum for

the period April 1, 2009 to March 31, 2012. (See R.48.) Its review centered on eleven

contracts (“FPS Contracts”), each of which is similar in relevant respects. (See R.295

(describing contracts as “representative examples”); see also Pet. for Judicial Review

2 n.1, ECF No. 1.) The subject matter of each contract is the installation of a fuel

storage and delivery system on property owned by a governmental entity, such as a

municipality or federal agency. (See, e.g., R.334, 338, 361, 388–89, 406–07, 419.)

First Petroleum agreed to furnish the necessary labor, materials, and equipment to

perform its services, including supervision of the work and related site-management

services. (See, e.g., R.472, 519, 520, 646, 731–33, 906–07, 1228, 1244, 1249, 1277–78,

1518, 1522–23; see also R.314, 334–35; R.683.) It performed these activities subject

* The appeal record appears at ECF Nos. 21 through 31. to compliance with detailed specifications provided by the primary contractor or the

property owner. (See, e.g., R.470–71, 473–98, 519, 521, 527–42, 840–41, 1239–54; see

also R.589–96.) The FPS Contracts also generally task First Petroleum with

responsibility for permits, fees, and taxes, as well as any liability for injuries or loss

on the job site. (See, e.g., R.472, 646, 737–38, 896–920, 1277, 1519–20, 1530; see also

R.335, 685.)

6. A representative contract concerns the construction and installation of a

gasoline storage and dispensing system at Fort Bragg, North Carolina. (See R.519.)

Serving as a subcontractor, First Petroleum agreed “to furnish all necessary labor

and material, tools, [and] equipment,” to “furnish and erect scaffolding,” and to

handle “all power transportation, hauling, loading and unloading, demolition, floor

cutting & patching and all other incidentals necessary for the compete installation”

of the system. (R.519; see also R.329.) The contract sets forth detailed instructions

regarding various system components, including materials to be used, drawings and

specifications, and procedures for requesting to deviate from the approved

specifications. (See R.473, 526, 547, 1528.) First Petroleum remained responsible for

all state taxes and any and all loss due to theft or other misappropriation. (See R.331–

32, 1530.)

7. As a result of the audit, the Department found that First Petroleum failed

to pay a use tax for the building materials that it purchased and then used to perform

the FPS Contracts. (See R.48.) The Department issued a proposed assessment of use

tax, penalties, and interest. (See R.49.) 8. In response, First Petroleum did not argue that it had, in fact, paid sales or

use tax on the materials used to perform the FPS Contracts. Rather, it argued that

it was not required to do so. First Petroleum opposed the use tax assessment on the

ground that the FPS Contracts were better characterized as retail sales of equipment,

not taxable uses of building materials. (See, e.g., R.24.) And it denied incurring any

sales tax liability because its customers (government entities) were exempt. (See,

e.g., R.24.)

9. The Department disagreed with both arguments. In its Notice of Final

Determination, the Department concluded that First Petroleum’s transactions were

not exempt from tax. In certain circumstances, items purchased by government

entities are exempt, but these exemptions “do not apply if the items were used by [a]

contractor in the performance of a contract.” (R.50 (citing 17 N.C. Admin. Code

07B.1701(a), (c) & 07B.4203).)

10. The Department further “determined that the [FPS Contracts] contained

the elements of a performance contract rather than a sales transaction.” (R.50.) In

reaching that conclusion, the Department relied on the use tax statute and its

regulations interpreting the statute. (See R.49 (citing N.C. Gen. Stat. § 105-

164.6(a)(1) & 17 N.C. Admin. Code 07B.2602(a)).) Having concluded that First

Petroleum was the consumer of the materials used to perform the FPS Contracts, the

Department upheld the proposed assessment for unpaid use tax. 11. First Petroleum timely filed a Petition for Contested Hearing in the Office

of Administrative Hearings. (See R.23.) The parties cross-moved for partial summary

judgment.

12. After a hearing, the Administrative Law Judge (“ALJ”) issued a Final

Decision granting First Petroleum’s motion and denying the Department’s. (See

R.19.) The ALJ based that decision on language in Sales and Use Tax Technical

Bulletin 31-1 (“Bulletin 31-1”), a publication provided by the Department pursuant

to its statutory authority to interpret the sales and use tax statutes. The ALJ

construed Bulletin 31-1 to mean that “the critical issue here involves the level of

control by parties to a construction contract.” (R.17 ¶ 84.) After reviewing the FPS

Contracts, the ALJ concluded that “the method, manner and means of completing”

the contracts “are within the control of the owner,” not First Petroleum. (R.14.) On

that basis, the ALJ concluded that “the ‘overall tenor’ of” the contracts “does not allow

[First Petroleum] to simply supply a finished product” and, therefore, that “the

subject contracts are not performance contracts” but are instead retail sales contracts

“as a matter of law.” (R.14.)

13. The ALJ also rejected the Department’s alternative request to change the

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