Savannah Shoals, LLC v. Commissioner of Internal Revenue

Court of Appeals for the Eleventh Circuit·Decided July 16, 2026·No. 24-12661·Published

Opinion

USCA11 Case: 24-12661 Document: 54-1 Date Filed: 07/16/2026 Page: 1 of 34

FOR PUBLICATION

In the United States Court of Appeals For the Eleventh Circuit ____________________ No. 24-12661 ____________________

SAVANNAH SHOALS, LLC, GREEN CREEK RESOURCES, LLC, TAX MATTERS PARTNER, Petitioners-Appellants, versus

COMMISSIONER OF INTERNAL REVENUE, Respondent-Appellee. ____________________ Petition for Review of a Decision of the U.S. Tax Court Agency No. 3412-22 ____________________ USCA11 Case: 24-12661 Document: 54-1 Date Filed: 07/16/2026 Page: 2 of 34

2 Opinion of the Court 24-12661

Before BRANCH, LUCK, Circuit Judges, and MORENO,∗ District Judge. BRANCH, Circuit Judge: Savannah Shoals, LLC (“Savannah Shoals”) granted a conservation easement over a 103-acre tract of land, claiming a $23 million tax deduction for the contribution. The Internal Revenue Service (“IRS”) rejected the deduction and imposed penalties because it believed that Savannah Shoals had significantly overstated the easement’s value. The tax court agreed with the IRS, determining that the “highest and best use” Savannah Shoals claimed for the tract of land—an aggregate quarry—was not viable, so the land was worth only $480,000, a far cry from Savannah Shoals’s multi-million-dollar deduction. Savannah Shoals raises a number of challenges to the tax court’s decision, primarily arguing that the district court was required to undertake a four-factor test when it analyzed the property’s highest and best use. But neither the relevant statutory and regulatory provisions nor our caselaw requires the use of such a test. The district court properly concluded that it was unlikely Savannah Shoals’s property would be used as an aggregate quarry because the market would not support such a use. Because Savannah Shoals’s other challenges likewise fail, we affirm the tax court’s judgment.

∗ Honorable Federico Moreno, United States District Judge for the Southern

District of Florida, sitting by designation. USCA11 Case: 24-12661 Document: 54-1 Date Filed: 07/16/2026 Page: 3 of 34

24-12661 Opinion of the Court 3

I. Background In 2007, a developer purchased around 430 acres of land in Hart County, Georgia. During the following years, the developer sold a few lots and took steps toward developing the property, but eventually set the project aside. In 2017, the developer entered an agreement to sell its interest in 103 acres (the “Property”) to an investment company who planned, in turn, to donate a conservation easement over that land. Later that year, engineering contractors obtained samples of subsurface materials on the Property and tested those materials. They determined that the materials qualified to be used as crushed rock aggregate. An expert prepared a report on the profitability of an aggregate quarry on the Property. He concluded that, based on a discounted cashflow (“DCF”) analysis, the net present value of mineable aggregate on the Property was $23.1 million. In October 2017, Savannah Shoals was formed, and the developer agreed to contribute the Property to Savannah Shoals— as Savannah Shoals’s only asset—in exchange for a 95% membership interest. The developer then agreed to sell 92% of its membership interest in Savannah Shoals for $515,000 to a separate partnership, Savannah Shoals Investments, LLC. By December 28, 2017, these transactions were completed. That same day, Savannah Shoals Investments granted a conservation easement over the Property to Southeast Regional Land Conservancy, Inc. On its 2017 tax return, Savannah Shoals claimed a $23 million deduction for the donation of the easement. USCA11 Case: 24-12661 Document: 54-1 Date Filed: 07/16/2026 Page: 4 of 34

4 Opinion of the Court 24-12661

On December 21, 2021, the IRS issued Savannah Shoals a Final Partnership Administrative Adjustment, which stated that Savannah Shoals had failed to establish that its contribution qualified for the deduction and, even if the contribution qualified, that Savannah Shoals had failed to establish the value of the contribution. The IRS thus determined that a 40% penalty for gross valuation misstatement was warranted. On March 1, 2022, Savannah Shoals filed a petition in the U.S. Tax Court challenging these determinations. After discovery, the tax court held a four- day trial during which it heard testimony from 13 witnesses. The court subsequently issued a memorandum opinion finding that Savannah Shoals qualified for the deduction but had significantly overstated the value of the easement, triggering the 40% penalty. In its opinion, as relevant to this appeal, the court began its valuation analysis by assessing the Property’s highest and best use. Savannah Shoals argued that the Property’s highest and best use was as an aggregate quarry, while the Commissioner argued it was low-density residential and recreational uses. The court assessed reports and testimony from Savannah Shoals’s experts Richard Capps, Douglas Kenny, and Greg Gold and Commissioner expert Kevin Gunesch regarding the financial feasibility of establishing and operating a quarry on the Property. First, the court noted that the parties’ experts agreed “the market for aggregate is limited to an area within a 50-mile radius of a quarry” because transportation costs for aggregate are high. The court noted that “the area surrounding the easement property USCA11 Case: 24-12661 Document: 54-1 Date Filed: 07/16/2026 Page: 5 of 34

24-12661 Opinion of the Court 5

[was] primarily rural,” with a “small population” and “minimal growth during the relevant period.” The larger metro areas that Savannah Shoals’s experts pointed to—Greenville, Augusta, and Atlanta—were much further away, making it less likely a quarry in Hart County would be successful at reaching those markets. The tax court discounted Gold’s testimony regarding the per capita demand for aggregate because Gold “based his demand calculations on statewide aggregate demand” in South Carolina and Georgia without accounting for differing demands in rural areas and population centers. The court likewise noted that Gold’s calculated “statewide demand figures . . . [were] significantly higher than nationwide demand.” Next, the tax court considered competition from existing quarries, especially those closer in proximity to large population centers. The court noted that none of Savannah Shoals’s experts “took into account competition from other quarries.” Only the Commissioner’s expert Gunesch “adequately examined the effect that competing quarries would have had on the size of the proposed quarry’s market.” He had identified at least seven quarries close to the nearest population center, the Greenville metro area. Athens, another population center around 50 miles from Hart County, also had “multiple suppliers that are closer than the easement property.” Each of these closer quarries would have significant “delivered price advantage[s]” over a quarry on the Property. USCA11 Case: 24-12661 Document: 54-1 Date Filed: 07/16/2026 Page: 6 of 34

6 Opinion of the Court 24-12661

The court finally credited Gunesch’s testimony that “a quarry operating in line with Mr. Gold’s DCF analysis would have an operating profit margin of 67%” while the “average industry profit margin is 24%,” yet another indication that Savannah Shoals’s “experts’ production figures are unreasonable.” Based on all of this evidence, the court concluded that “petitioner’s experts overestimated annual sales of aggregate from the proposed quarry and overstated its potential profitability.” The court thus adopted the Commissioner’s proposed highest and best use—low density residential and recreational use—based on expert evidence from Commissioner expert Charles Brigden.

Free access — add to your briefcase to read the full text and ask questions with AI

Savannah Shoals, LLC v. Commissioner of Internal Revenue, (11th Cir. 2026).

Savannah Shoals, LLC v. Commissioner of Internal Revenue (Savannah Shoals, LLC v. Commissioner of Internal Revenue) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Related

United States v. Richard Junior Frazier
387 F.3d 1244 (Eleventh Circuit, 2004)
Ted Herring v. Secretary, Department of Correction
397 F.3d 1338 (Eleventh Circuit, 2005)
Morrissette-Brown v. Mobile Infirmary Medical Center
506 F.3d 1317 (Eleventh Circuit, 2007)
Holladay v. Allen
555 F.3d 1346 (Eleventh Circuit, 2009)
Olson v. United States
292 U.S. 246 (Supreme Court, 1934)
Anderson v. City of Bessemer City
470 U.S. 564 (Supreme Court, 1985)
Daubert v. Merrell Dow Pharmaceuticals, Inc.
509 U.S. 579 (Supreme Court, 1993)
Whitehouse Hotel Ltd. Partnership v. Commissioner
615 F.3d 321 (Fifth Circuit, 2010)
United States v. Proch
637 F.3d 1262 (Eleventh Circuit, 2011)
Larry Bonner v. City of Prichard, Alabama
661 F.2d 1206 (Eleventh Circuit, 1981)
Esgar Corp. v. Commissioner
744 F.3d 648 (Tenth Circuit, 2014)
O'Halloran v. Harris Corp. (In Re Teltronics, Inc.)
904 F.3d 1303 (Eleventh Circuit, 2018)
Estate of Lloyd v. Commissioner
1996 T.C. Memo. 30 (U.S. Tax Court, 1996)