The one-year period for filing a refund claim under Minn. Stat. § 289A.40, subd. 1 (2004), begins from the date of the tax assessment order. An order assessing tax that is not in conformity with the requirements of the Taxpayers' Bill of Rights, Minn. Stat. § 270.0603, subd. 1 (2004), does not trigger the one-year period for filing a claim for refund under Minn. Stat. § 289A.40, subd. 1.
The opinion of the court was delivered by: Anderson, G. Barry, J.
Heard, considered and decided by the court en banc.
Relator MBNA America Bank, N.A. and Affiliates ("MBNA") appeals from the Minnesota Tax Court's dismissal of its action seeking a refund of Minnesota corporate franchise tax for 1991 and 1992. MBNA, although it has no physical presence in Minnesota, does substantial business within the state. For the two tax years in dispute, the year ending December 31, 1991, and the year ending December 31, 1992, MBNA's net income apportioned to Minnesota was $2,076,600 and $2,146,269, respectively.
In 1995, because MBNA had not filed any Minnesota corporate franchise tax returns nor paid any tax, the Commissioner of Revenue (the "Commissioner") requested information from MBNA regarding its business in the state. MBNA responded to this request on June 30, 1995. Approximately one year later, MBNA and the Commissioner entered into an agreement (the "1996 Agreement") whereby the Commissioner requested and MBNA agreed to timely provide all records and documents necessary to calculate MBNA's alleged Minnesota corporate franchise tax liability. The 1996 Agreement expressly states MBNA's position that it was not subject to the Commissioner's jurisdiction, and that MBNA was not required to file Minnesota corporate franchise tax returns nor pay the tax. On September 24, 2001, the Commissioner issued a "Notice of Change in Your Tax" (the "Assessment") assessing corporate franchise tax for the years 1991 to 1996. MBNA paid the amounts set forth in the Assessment, including penalties and interest, on November 21, 2001.
In October, 2002, MBNA filed refund claims for the tax years 1991 and 1992 for amounts, including penalties and interest, of $395,004 and $388,570, respectively. MBNA argued that, because it is a national bank with its principal place of business in Delaware, and because it is without any physical presence in Minnesota, MBNA does not have a taxable nexus in Minnesota, and imposition of the corporate franchise tax violates the Due Process and Commerce Clauses of the United States Constitution under Quill Corp. v. North Dakota, 504 U.S. 298 (1992). The Commissioner denied the claims for refund on November 12, 2002, without mentioning the issue asserted before us today - that the claim was filed after the expiration of the period for filing refund claims. MBNA then filed an administrative appeal of the Commissioner's denial, which the Department of Revenue rejected on April 7, 2003.
Having exhausted administrative appeals, MBNA filed a notice of appeal, dated June 4, 2003, with the Tax Court. The Commissioner initially admitted that the Tax Court had jurisdiction to hear the appeal, but subsequently filed a motion to dismiss for lack of subject matter jurisdiction on February 19, 2004. The Commissioner argued that the October 2002 refund claims were filed three weeks after the expiration of the period allowed for refund claims under Minn. Stat. § 289A.40, subd. 1 (2004), taking the position that the filing period expired one year from the date of the Assessment (one year from September 24, 2001). The Tax Court granted the motion to dismiss for lack of subject matter jurisdiction. MBNA now appeals from that decision. In this appeal, MBNA argues (1) that the one-year filing period is not triggered by the issuance of the Assessment, but rather by the payment of the tax assessed, and (2) that the Assessment violated the Taxpayers' Bill of Rights by failing to set forth the refund claim limitation period and the methods for obtaining a refund, and therefore could not have triggered the claims filing period.
The facts in this case are undisputed. The central issues in this case are purely matters of statutory interpretation. We review de novo the tax court's interpretation of statutes. Chapman v. Comm'r of Revenue,651 N.W.2d 825, 830 (Minn. 2002). Minn. Stat. § 289A.40, subd. 1, states in relevant part:
[A] claim for a refund of an overpayment of state tax must be filed within 3-1/2 years from the date prescribed for filing the return, * * * or one year from the date of an order assessing tax * * *, upon payment in full of the tax, penalties, and interest shown on the order or return made by the commissioner, whichever period expires later.
(Emphasis added.) Here, the later-expiring period is the period measured one year from the date of the order assessing tax. The Tax Court held that, under the plain language of the statute, the one-year filing period is triggered by ...