Glade Creek Partners， LLC等人诉Commissioner； 23号- 14039

GLADE CREEK PARTNERS， LLC, SEQUATCHIE HOLDINGS， LLC，税务事务合伙人，上诉人，诉。
税务局局长，被上诉人。

在美国第十一巡回上诉法院

申请复审美国税务法院的决定

在NEWSOM， BRASHER和ED CARNES，巡回法官之前。

引用法官判词:

After Glade Creek Partners donated a conservation easement, it claimed a tax deduction for the easement's fair market value. The Tax Court ruled that, under I.R.C. §§170(e) and 724(b), Glade's deduction was limited to Glade's adjusted basis in the easement — i.e., the fair market value of the easement, less the amount of gains that Glade would have made from selling the easement. On appeal, Glade argues (1) that §§170(e) and 724(b) don't apply to its easement deduction at all and (2) that, even if these provisions do apply, they don't limit the amount of its deduction. Both claims fail, so we AFFIRM the Tax Court's judgment.

I

这项上诉涉及Glade Creek Partners， LLC于2012年向大西洋海岸保护协会捐赠的一项保护地役权。 格莱德公司要求对地役权的全部公平市场价值扣除慈善捐款。 The IRS contends that Glade can deduct only a limited part of the easement's fair market value.

我们首先提供一些地役权的背景知识以及它所妨碍的财产。

2006年，国际土地咨询公司（International Land Consultants, Inc.）在田纳西州购买了近2000英亩未开发的土地，计划将其开发为住宅度假社区。 In part because of the 2008 economic recession, however, ILC's plans went awry, and it faced serious financial problems. One of ILC's three owners walked away from the project. Facing pressure from the bank that had funded ILC's infrastructure loans, the company's remaining two owners, as well as its real-estate advisor, organized Hawks Bluff Investment Group, Inc., an S corporation, to assume ILC's debt in exchange for some of ILC's land. But even after Hawks Bluff assumed ILC's debt, financial pressures persisted, so Hawks Bluff pursued a conservation-easement transaction to pay off part of its debt. 为了完成这笔交易，霍克斯布拉夫的所有者在2012年组织了Glade，霍克斯布拉夫向其贡献了约1313英亩的土地。 Two months later, Glade donated a conservation easement on this land — which we'll call the Easement Property — to Atlantic Coast Conservancy.

At the end of that year, Hawks Bluff stated on its tax return that it was a real-estate dealer and reported the Easement Property on the line for “inventory” items. 据报告，由于地役权转让给格莱德，存货减少。 与此同时，格莱德公司要求对地役权的全部公平市场价值进行慈善捐款扣除。 The IRS disallowed Glade's easement deduction.

After a trial, the Tax Court likewise disallowed the easement deduction, reasoning that the easement's conservation purposes were not protected “in perpetuity” as defined by Treasury Regulation §1.170A-14(g)(6)(ii). See I.R.C. §170(h)(5)(A). 但在2021年，本院裁定该规定无效。 参见Hewitt诉Commissioner， 1336年第21编第4期，1339年（2021年第11编）。 Accordingly, we remanded this case so that the Tax Court could address the IRS's alternative arguments for disallowing Glade's easement deduction. See Glade Creek Partner, LLC v. Comm'r of Internal Revenue, No. 21-11251, 2022 WL 3582113, at *3 (11th Cir. Aug. 22, 2022).

在还押时，国税局承认格莱德有权获得地役权扣除。 So the sole issue before the Tax Court was whether Glade could deduct the entire fair market value of the easement or whether, instead, the amount of the deduction was limited to Glade's adjusted basis in the easement. 这个问题的关键在于，地役权财产究竟是一项存货项目，还是霍克斯布拉夫（Hawks Bluff）手中的资本资产。霍克斯布拉夫是向Glade提供地役权财产的合伙人。 The Tax Court held that the Easement Property was an inventory item and that the deduction was therefore limited to Glade's adjusted basis.

This is Glade's appeal.

二世

The two provisions of the I.R.C. at the heart of this appeal are §§170(e) and 724(b). 国税局第170条规定了纳税人可以从慈善捐款中扣除的税额。 Subsection (e) provides, as a general matter, that when a taxpayer seeks to deduct a charitable contribution of property, he must reduce the deduction by “the amount of gain which would not have been long-term capital gain . . . if the property contributed had been sold by the taxpayer at its fair market value (determined at the time of such contribution).” §170(e)(1)(A). 换句话说，纳税人必须通过假设出售房产所产生的任何短期资本收益或普通收入来减少扣除额。 Long-term capital gains are gains resulting from the taxpayer's sale of a capital asset that it held for longer than a year. I.R.C. §1222(3). Ordinary income is a gain resulting from the taxpayer's sale of an inventory item. Id。 §1231(b)(1).

Section 724 governs the characterization — i.e., as ordinary income or as a capital gain — of gains that result from property contributed to a partnership by one of its partners. 第(b)款规定，如果财产是供款合伙人手中的存货项目，则任何收益均视为自供款之日起五年期间的普通收入。

The Easement Property was contributed to Glade — a partnership — by Hawks Bluff — one of its partners. Accordingly, to determine the character of the Easement Property, the Tax Court turned to §724(b). Glade Creek Partners, LLC v. Comm'r of Internal Revenue, T.C.M. (RIA) 2023-082, at *8 (T.C. 2023). 税务法庭发现，2012年9月，当霍克斯布拉夫将地役权财产捐赠给Glade时，该地役权财产是该公司手中的存货。 Id。 * 26。 Accordingly, the Tax Court concluded that, if Glade had sold the Easement Property in December 2012, it would have yielded ordinary income under §724(b). Id。 而且，如果Glade在2012年12月出售地役权物业，那么它就会产生普通收入，地役权本身也会产生普通收入。 Therefore, the Tax Court held that, under §170(e), the amount of Glade's easement deduction was limited by the amount that Glade would have gained if it had sold the easement in December 2012. Id。 * 26 - 27日。

Glade challenges the Tax Court's holding on two grounds. First, it contends that §§170(e) and 724(b) don't apply to its easement deduction at all. 其次，Glade辩称，即使这些条款确实适用，税务法院也错误地认定它们限制了其扣减额，因为它辩称，地役权财产是一项资本资产。 We'll discuss each of Glade's challenges in turn.

A

First up are Glade's broad-based challenges to the statutory framework. Underlying the Tax Court's decision is the premise that §§170(e) and 724(b) provide the proper framework for determining the amount of Glade's easement deduction. For the first time on appeal, Glade challenges that premise, arguing that §§170(e) doesn't apply to conservation easements — which, Glade says, are governed solely by a different provision, §170(h) — and that §724(b) is inapplicable because Glade still owns the Easement Property.

“This Court has repeatedly held that an issue not raised in the district court and raised for the first time in an appeal will not be considered by this court.” Access Now, Inc.诉Sw案 航空公司，385 F.3d . 1324, 1331（2004年第11卷）（引文修改）。 That rule is not jurisdictional, however, and “we may choose to hear the argument under special circumstances.” Id。 在1332年。 Glade insists that two such circumstances are present here: (1) “the issue 'involves a pure question of law' and 'refusal to consider it would result in a miscarriage of justice,'” and (2) “the 'issue presents significant questions of general impact or of great public concern.'” Finnegan v. Comm'r of Internal Revenue, 926 F.3d 1261, 1271-72 (11th Cir. 2019) (quoting Access Now, 385 F.3d at 1332).

我们不同意的状况。 First, although Glade's challenges to the statutory framework are purely legal, refusal to consider them would not result in a miscarriage of justice. “A miscarriage of justice is a decision or outcome of a legal proceeding that is prejudicial or inconsistent with the substantial rights of a party.” Id。 在1272（引文修改）。 Our refusal to consider Glade's new claim will not prejudice it. Glade has known since the beginning of this litigation that §§170(e) and 724(b) were implicated. 美国国税局在其审前备忘录、审后开庭和答辩状以及还押补充摘要中阐述了这一法定框架。 Glade本可以在上述任何一点上向法律框架提出挑战，但它没有这样做。 现在允许格莱德挑战法定框架，如果有的话，只会损害国税局。

其次，格莱德要求我们考虑它的新主张，理由是它提出了一个影响广泛、公众高度关注的重大法律问题。 We repeat here what we said in Finnegan, in which the taxpayers similarly raised a new issue on appeal: that, although “the legal question is significant,” “these interests fall well short of outweighing the interests that counsel against considering the issue.” 926 F.3d, 1273。 Specifically, we hold that the significance of the legal question presented by Glade's appeal is outweighed by the prejudice that the IRS would suffer if we allowed Glade to present its new claim. We therefore decline to exercise our discretion to consider Glade's claim on this ground.

总而言之，我们认为，贫民区已经丧失了对法定框架的挑战，我们拒绝考虑这些挑战。

B

Next up, Glade's claim that the Tax Court clearly erred when it categorized the Easement Property as an inventory item in the hands of Hawks Bluff.

我们不能被格莱德为支持这一观点而提出的每一个论点所说服 Glade first contends that the Tax Court misapplied the seven-factor test established in United States v. Winthrop, 417 F.2d 905, 909-10 (5th Cir. 1969), for determining whether a taxpayer's property is a capital asset or an investment item. Glade特别指出，税务法院既没有考虑温斯洛普因素，也没有权衡温斯洛普因素没有考虑到的事实。

But we've rejected these arguments before, in Boree v. Commissioner of Internal Revenue Service, 837 F.3d 1093 (11th Cir. 2016). 在那起案件中，纳税人辩称，税务法院犯了错误，没有考虑温斯洛普因素中的五个因素。 Id。 在1104 - 05。 We dismissed that argument, quoting Winthrop itself: “Despite their frequent use[,] these seven factors in and of themselves have no independent significance, but only form part of a situation which in the individual case must be considered in its entirety. . . .” Id。 在1105（引用Winthrop， 417 F.2d at 910）（引文修改）。 此外，我们在Boree中明确认为，税务法院可以考虑温斯洛普因素之外的事实。 看到id。 (holding that the Tax Court “appropriately” gave weight to a fact that was “not contemplated in the Winthrop factors”). Our holding in Boree thus forecloses Glade's arguments that the Tax Court misapplied Winthrop.

其次，Glade认为，即使不考虑Winthrop案的适用，税务法院在事实调查中也犯了一些错误。 Glade takes issue, for example, with the Tax Court's heavy reliance on Hawks Bluff's 2012 tax return, in which Hawks Bluff “reported that it was a real estate dealer and reported the Easement Property as inventory.” [j] .中国科学院学报（自然科学版），2011 - 12,*7。 Glade argues that the Tax Court shouldn't have relied on the tax return because it “does not reflect Glade's intent.” Br。 上诉人42岁。 But as §724(b) makes clear, Glade's intent is irrelevant. 相反，地役权财产的性质取决于霍克斯·布拉夫的意图，他是向格莱德公司提供财产的合伙人。 See §724(b)(2) (specifying that §724(b) applies to property that “was an inventory item in the hands of [the contributing] partner”).

Similarly unavailing is Glade's argument that the Tax Court improperly considered the purpose of Hawks Bluff's predecessor, ILC, when ILC held the Easement Property. Subsection 724(b) applies to property that was inventory in the hands of the contributing partner “immediately before such contribution.” §724(b)(2). Glade argues that, because ILC didn't hold the Easement Property “immediately before” Hawks Bluff contributed it to Glade, the Tax Court erred in considering ILC's purpose in holding it. Glade's point might stand if Hawks Bluff and ILC were wholly distinct entities without any relationship to each other. But as the Tax Court found, “Hawks Bluff was organized to take over ILC's failing real estate business.” 刘志强，刘志强，中国机械工程学报（自然科学版），2023- 2023,at *25。 更多的over, of Hawks Bluff's three owners, two were the owners of ILC and the third was ILC's real-estate advisor. Accordingly, the Tax Court had reason to view ILC's purpose as probative — if only weakly probative, given the Tax Court's primary reliance on Hawks Bluff's 2012 tax return — of Hawks Bluff's purpose in holding the Easement Property.

最后，格莱德认为，税务法院应该对国税局施加举证责任，以反驳其声称的扣除权利。 我们不同意的状况。 《守则》规定了一个转移负担的框架。 See 26 U.S.C. §7491(a). When a taxpayer introduces “credible evidence” in support of its position, “the Secretary shall have the burden of proof with respect to such issue.” Id。 在这里，格莱德没有引入可信的证据来转移责任。 因此，我们认为，税务法院没有义务将举证责任转移给国税局。

三世

For the foregoing reasons, we AFFIRM the Tax Court's judgment.

脚注

1. “[I]t is a question of fact whether the taxpayer intended to hold the property primarily for sale in the ordinary course of business or for investment purposes.” Boree v. Comm'r of Internal Revenue Serv., 837 F.3d 1093, 1100 (11th Cir. 2016). “This Court reviews the Tax Court's . . . factual findings for clear error.” Id。 在1099-100（引文修改）。