The opinion of the court was delivered by: SIRICA
This matter is before the Court on the plaintiffs' motion for summary judgment and the defendants' motion to dismiss on grounds, among others, of failure to state a claim upon which relief can be granted. The underlying cause of action has been brought for monetary and declaratory relief arising from a controversy over the priority of liens.
The plaintiff, Hill, Christopher and Phillips, P. C. (Hill), is a law firm which was retained by a company known as Unidex Systems Corporation (Unidex), which is not a party to this action, to pursue a number of claims by Unidex against the United States Postal Service (Postal Service) before the Postal Service Board of Contract Appeals. Those claims arise from contracts performed by Unidex for the Postal Service during 1970 and 1971.
The plaintiff Hill represented Unidex under a contingent fee agreement which provided that it would receive one-third of any monies recovered on these claims in addition to the expenses of litigation. Unidex has been awarded $ 35,533.04 in partial resolution of its claims, of which amount, the plaintiff claims entitlement to a fee of $ 12,542.75, representing one-third of the award plus $ 698.40 in expenses. This amount is not in dispute. In addition, a second law firm, the plaintiff Collier, Shannon, Rill & Scott (Collier) has indicated that it intends to pursue appeals of the remaining claims on behalf of Unidex, which have been denied, should the plaintiffs prevail in the instant action.
Prior to these awards being made to Unidex, the company had received tax assessments for its failure to pay employment taxes due the Internal Revenue Service in amounts initially totaling $ 239,250.76. Unidex has been unable subsequently to satisfy these assessments due to the fact that it has effectively ceased business operations and is without financial resources other than its claims against the Postal Service. Accordingly, pursuant to Internal Revenue Code § 6321,
tax liens in favor of the United States have arisen on the unpaid amount of those tax assessments against Unidex.
In addition, in accordance with Internal Revenue Code § 6672,
a penalty has been assessed against an officer of Unidex in an amount equal to the remaining unpaid employment taxes which resulted from the failure of Unidex to collect and pay them over to the Internal Revenue Service (IRS). It is important to note, however, that while important for purposes of background, the penalty assessment, the tax assessments, the amount of the attorney's fees, and the claims of Unidex against the Postal Service are not presently issues before the Court for determination.
Hill and Collier have responded by bringing this action to enforce the attorney's lien and challenge the propriety of the actions of the Postal Service and the IRS. In defense of their position, the Postal Service and the IRS maintain (1) that those tax liens asserted against Unidex by the IRS pursuant to 26 U.S.C. § 6321 take precedence over any lien for attorney's fees asserted by Hill or Collier in their capacity as counsel for Unidex in any of its claims against the Postal Service; and (2) that the liability of the Postal Service may be offset without regard to attorneys' liens so long as Unidex has an outstanding tax liability.
The validity and priority of a tax lien arising under 26 U.S.C. § 6321 as it relates to attorneys' liens is governed by the provisions of Internal Revenue Code § 6323(b)(8).
That section provides that a tax lien shall not be valid
with respect to a judgment or other amount in settlement of a claim or of a cause of action, as against an attorney who, under local law, holds a lien upon a contract enforceable against such judgment or amount, the extent of his reasonable compensation for obtaining such judgment or procuring such settlement, except that this paragraph shall not apply to any judgment or amount in settlement of a claim or of a cause of action against the United States to the extent that the United States offsets such judgment or amount against any liability of the taxpayer to the United States. (emphasis added)
In view of this statutory provision, it is apparent that the plaintiffs' attorneys' liens will take priority over the tax liens unless the exception set forth in the statute applies. That exception, according to the statute, applies only to judgments secured against the "United States." With this in mind, the plaintiffs have asserted that the exception does not apply here, arguing that the judgments they obtained were against the United States Postal Service, which should not be considered to be an entity within the scope of the term "United States" as used in the statute.
The Court cannot agree. Inasmuch as 26 U.S.C. § 6323(b)(8) is the operative statute, the Court's analysis should begin there. That particular section of the Code was added with the enactment of the Federal Tax Lien Act of 1966.
While the language of the Act itself does not speak to the scope to be accorded to the term "United States" as used therein, the legislative history, as reflected in the House and Senate Reports accompanying H.R.11256, the bill which became the Federal Tax Lien Act,
does provide some insight. More specifically, these reports, by way of explanation, state that:
Under the bill, in a proceeding against the Government, the Government retains its right to set off against any recoveries from it any amounts due it by the taxpayer on account of any tax or any other debt or claim. This setoff means that the attorney's lien "superiority" does not apply with respect to judgments he obtains for the taxpayer against the Government. (emphasis added)
Thus it appears that the legislative history of the Federal Tax Lien Act equates the United States with the broad concept of "the Government." Moreover, as there is no limiting language elsewhere in the Act or its legislative history, it should be assumed that "the Government" includes all those ...