United States of America v. Estate of Richard T. Cole, Jr., et al.

District Court, E.D. Michigan·Decided May 15, 2026·No. 2:22-cv-12916·Unknown

Opinion

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION

UNITED STATES OF AMERICA,

Plaintiff, Case No. 22-cv-12916 v. Honorable Robert J. White ESTATE OF RICHARD T. COLE, JR., et al.

Defendants.

OPINION AND ORDER GRANTING THE GOVERNMENT’S MOTION FOR SUMMARY JUDGMENT AND DENYING DEFENDANT ROBERT W. BURLAND, JR.’S CROSS-MOTION FOR SUMMARY JUDGMENT

I. Introduction

The United States of America commenced this action pursuant to 26 U.S.C. § 7402(a) seeking to reduce trust-fund tax liabilities already assessed against Robert W. Burland, Jr. to judgment.1

1 “A trust-fund tax is money withheld from an employee’s wages (income tax, social security, and Medicare taxes) by an employer and held in trust until paid to the Treasury.” Byrne v. United States, 857 F.3d 319, 321 n.1 (6th Cir. 2017) (quotation omitted). The record includes references to “trust-fund taxes,” “withholding taxes,” “withheld employment taxes,” and “civil penalties.” These terms are used interchangeably. They all refer to the same underlying tax debt. Before the Court are the parties cross-motions for summary judgment and the associated responses and replies. (ECF Nos. 46-47, 56, 58, 63-64). The Court will

decide the cross-motions without a hearing pursuant to E.D. Mich. LR 7.1(f)(2). For the following reasons, (1) the government’s summary judgment motion is granted, and (2) Burland’s cross-motion for summary judgment is denied.

II. Background A. Factual History Burland and Richard T. Cole, Jr. founded Associated Community Services, Inc. (“ACS”) in February 1999. (ECF No. 48-1, PageID.575; ECF No. 51-3,

PageID.967, Tr. 12:7-13:8; ECF No. 51-5, PageID.1051, Tr. 16:22-23). ACS fund- raised for charitable causes and political campaigns through telemarketing campaigns. (ECF No. 51-7, PageID.1155, Tr. 40:20-41:19). Burland and Cole

served as ACS’s co-presidents. (ECF No. 51-3, PageID.967, Tr. 12:15-17; ECF No. 51-7, PageID.1158, Tr. 53:8-9). They both owned 50 percent of ACS’s voting shares.2 (ECF No. 51-5, PageID.1051, Tr. 17:9-14; ECF No. 51-7, PageID.1158, Tr. 53:8-9; see also ECF No. 48-3, PageID.631; ECF No. 48-4, PageID.644; ECF No.

51-1, PageID.951; ECF No. 52-1, PageID.1797, 1811, 1824, 1835, 1867, 1880, 1890).

2 ACS’s 2001 corporate tax return indicates that Burland owned 100 percent of the company’s shares. (ECF No. 52-1, PageID.1788). From July 1999 through June 2005, ACS retained a company known as Assurion, Inc. as a professional employer organization.3 (ECF No. 49-1; ECF No.

51-5, PageID.1053-54, Tr. 25:10-26:8). Among other things, Assurion leased its employees to ACS, administered ACS’s payroll, withheld employment taxes from the employees’ wages, and remitted those taxes to the Internal Revenue Service.

(ECF No. 49-1; ECF No. 51-5, PageID.1054, Tr. 26:22-27:4). But in June 2005, ACS terminated its business with Assurion and hired CO-HR, LLC. (ECF No. 51-5, PageID.1053-54, Tr. 25:10-14, Tr. 26:10-27:4; ECF No. 51-9, PageID.1305, Tr. 22:1-5).

ACS structured its relationship with CO-HR differently than with Assurion. CO-HR did not function as a PEO; it did not lease employees to ACS. (ECF Nos. 49-1, 49-2). ACS instead hired its own employees and compiled payroll data that it

would forward to CO-HR. (ECF Nos. 48-5, 49-9, 50-2; ECF No. 51-8, PageID.1260, 1263-64, Tr. 44:7-12, 57:5-58:20; ECF No. 52-1, PageID.1866, 1879, 1889). CO- HR used this data to generate payroll checks, it delivered those checks to ACS, and

3 Professional employer organizations (PEOs) “provide human resource services to small and mid-size businesses” and pay “wages and taxes under the PEO’s [employer identification number].” The PEO “typically remits wages and withholdings of the worksite employees and reports, collects and deposits employment taxes with local, state and federal authorities. The PEO also issues the Form W-2 for the compensation paid by it under its [employer identification number].” National Association of Professional Employer Organizations, Frequently Asked Questions About PEOs, https://napeo.org/intro-to-peos/faqs/ (last visited May 13, 2026). remitted any withheld federal employment taxes to the IRS on ACS’s behalf. (ECF No. 51-8, PageID.1259-60, 1263-64, 1266, Tr. 39:1-6, 44:7-12, 57:5-58:20, 66:7-

17). CO-HR then invoiced ACS for an amount equal to the employees’ wages and any corresponding unemployment and withheld employment taxes. (Id., PageID.1282, Tr. 131:23-132:14; ECF No. 51-9, PageID.1340-41, Tr. 165:18-166:1;

ECF No. 51-11, PageID.1448, Tr. 22:17-24). Over time, significant discrepancies emerged between CO-HR’s invoices and the amount ACS paid towards those invoices. This was because ACS’s checks did not always cover the full amount that CO-HR invoiced. (ECF No. 51-3, PageID.988,

Tr. 96:1-9, 18-24; ECF No. 51-5, PageID.1066, Tr. 76:7-11; ECF No. 51-8, PageID.1273, Tr. 94:2-25, Tr. 151:5-8; ECF No. 51-9, PageID.1347, Tr. 190:8-15). By 2007, CO-HR calculated the shortfall at $3 million approximately. (ECF No. 49-

5, PageID.770). And ACS’s own financial statements reflected $2.8 million in unpaid withholding taxes. (ECF No. 48-15, PageID.692, Lines 2010, 2020). CO-HR informed ACS in September 2008 that it would no longer deposit ACS’s withheld employment taxes with the IRS. (ECF No. 48-12, PageID.682; ECF

No. 51-8, PageID.1270, 1282, Tr. 85:1-11, Tr. 131:12-18; ECF No. 51-9, PageID.1327, Tr. 110:19-111:9). ACS would have to deposit those funds with the government directly. (ECF No. 51-8, PageID.1270, Tr. 84:2-11; ECF No. 51-9, PageID.1342, Tr. 170:3-23). The two companies parted ways in May 2009. (ECF No. 51-9, PageID.1327, Tr. 110:2-6).

ACS’s problems continued to mount from then. In September 2012, the IRS filed a notice of federal tax lien with the Michigan Department of State for ACS’s unpaid withholding and unemployment tax liabilities. (ECF No. 49-4, PageID.740).

The lien amount totaled $5.4 million approximately, including unpaid withholding taxes for all the quarters in 2005 and 2006. (Id.). The IRS also assessed Burland and Cole with civil penalty liabilities for failing to timely remit ACS’s withheld employment taxes to the government pursuant to 26 U.S.C. § 6672. (ECF No. 50-1,

PageID.834, 844, 858, 869, 875). The December 2012 assessments covered outstanding balances for all the quarters in 2008 and the first quarter in 2010, amounting to $3.4 million approximately. (Id.).

ACS eventually declared Chapter 11 bankruptcy in March 2014. (In re Associated Community Services, Inc., Bankr. E.D. Mich. No. 14-44095, ECF No. 1). The IRS filed a proof of claim with the bankruptcy court, approximating $14.2 million in unpaid taxes as of January 2017. (ECF No. 53-2. PageID.1920). After

objecting to the IRS’s amended proof of claim, ACS settled those objections with the government in April 2017. (ECF No. 64-6, PageID.2245-52). The settlement authorized the IRS to “file suit to obtain a money judgment” against Burland and Cole for the outstanding civil penalty liabilities to “protect the statute of limitations”

on recovering those taxes. (/d., PageID.2249-50, ¥ 10). B. Procedural History In December 2022, the government filed this lawsuit against Burland, Cole’s estate, and Cole’s surviving spouse, in her capacity as the estate’s de facto executor

or administrator. The complaint seeks to, among other things, reduce to judgment the civil penalty liabilities already assessed against Burland. (ECF No. 1, PageID.5- 6, Jf 16-21).

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United States of America v. Estate of Richard T. Cole, Jr., et al., (E.D. Mich. 2026).

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