the next case for argument is medical college of wisconsin against the united states refunds previously paid by the i r s section sixty six twenty one of the internal revenue code of nine hundred eighty six controls the payment of interest over payments tax under payments of tax upon overlapping over pa canon of construction requires similar language must be given consistently yes why is the term corporation wondering is why it would be appropriate to remove the term corporate from that term of art and give it a definition that's independent from the term of the whole certainly your honor first of all large corporate underpayment is in quotes when it's being defined it is not in quotes c one for example i saw it i do not agree with proposition that it's a term of art it's not a term that i know of that's found anywhere else the internal revenue code trade business for example is a term of art you know i know that i think the second circuit said that it's a term of art but i i don't i don't see that at all and i think's quite natural when a term up above is being defined to use quotation marks so that you know what is being referred to but i don't see the basis even even if it were a term of art why would problem is not the difference between corporate and corporation but between corporation and quot large corporate hundred it's a single defined phrase the word corporation or corporate is not separately defined in that phrase it's a phrase that just as a particular meaning why would one take a defined phrase and then try to back the meaning of a noun out of the adjective when it's only t phrase that's been defined because we're trying to achieve the congressional intent and when we are dealing with a series of four amendments on nonstandard rates  the first of which focused upon through the word corporate defined a low in a sub paragraph c corporation the phrase that i think both of the both elements of the court are talking about has different components and i don't think there's any problem with separately analyzing those components i think that's sort of thing is done all the time and so i i just don't share the view that it's a it's a term of art c corporation and why on earth when you've got a liberally construed reporter meant you've got a symmetry but remember one more question about the technical language c three says caption large corporate underpayment says for purposes of this subsection a the term large corporate underpayment means  want us to say that that term applies to the whole section of the us code rather than this subsection why shouldn't we take congress at its word and say that that definition applies  purposes of this subsection well i would say that that observation is somewhat in tension with the court's previous question which is that large corporate underpayment is a term of art it's only used in  it's not used anywhere else forget term of art just please address my question the statute itself says that the definition is quote for purposes of this subsection if you want us to apply it to a different subsection the question i'm asking is why shouldn't we take the language for purposes of this subsection at face value immediately before the for purposes of this subsection it says large corporate underpayment that is the provision up above that is being defined i see no problem when trying to understand what the four sequen amendments all dealing with nonstandard interest rates i see no problem with inferring that a corporation used in the ninety four used and ninety seven used in the ninety eight has the reading of the statute would change if that phrase were struck out the phrase large corporate know the phrase or phrase for purposes of this subsection if that phrase were struck out what in your view would change about the meaning of this is written the law that canon is what happens when there is silence about meaning here we don't have silence the statute itself tells us that the definition of large corporate underpayment applies to this subsection and that's all it can be you want us to use a canon to trump actual statutory language respectfully i do not donatus then you need to tell me what changes how the statutory meaning changes if those five words that never existed we have to give them some f tell me what function they have at the two in the one nine hundred ninety amendment was in there no no not at the time of the member tell me what function they have now the phrase appears only in c tell me what function that phrase has in this statute now the word ninety the word corporate has the same meaning in order for the the statute to make any sense i mean there are four illogical substantive effects and the statute  nonstandard provisions refer to one type of corporation there are seven candidates that are fatal to the irises position but before moving into that we will emphasize to textual attributes that the non of the  nonstandard rate amendments first we notice that the front line term uses the term corporate four times twice in headings the term textually protrudes the frontline term did not use the term c corporation a definite initial limitation was set on a lonely once in a recessed paragraph second we noticed that congress in the follow on amendments in the ninety four ninety seven and ninety eight did not insert a definition expanding care or even use the terms every corporation which is use them seminal section eleven a or any corporation which is used in section sixty twelve it could've used those  congress in one thousand ninety four ninety seven and ninety eight had wished to change the conversation and move the nonstandard rate provisions toward just one of many a symmetry and illogical substantive affects they would have plainly  c corporation limitation a natural place and they actually landing zone is for profit corporations see and yes there is no reason to jump to the broadest possible definition of  corporation and and that certainly cannot be teased out of the so called dictionary statute at the end of the code that statute if you just read it i mean if we want to take a look at the language of statutes we need to take a hard look at seventy seven zero one eighty three which simply says a corporation includes associations joint stock companies and insurance companies it doesn't say anything broader it certainly doesn't provide a generic definition a universal generic definition there's no basis for hopping to the broadest possible surrounding statutes and you also look at history and up that's especially important in a six thousand page document which is an act of piecemeal amended frequently constantly and and and you know perhaps imperfectly perhaps congress it it's not as if congress sits down every time it amusing to rub a new code in writes with perfect perfection the way the internal revenue code is written is often through midnight insertions with lobbyists never a thing else and one can detect that but the obligation upon the court is to try to figure out what the meaning is i have one other question for you counsel your whole argument depends on the assumption that a nonprofit entity is not a c corporation yes  that sends me to twenty six u s c thirteen sixty one eighty two which has a definition of she corporation and it says for purposes of this title the term she corporation means with respect to any taxable year corporation which is not an s corporation for such here and you don't contend that your client is an s corporation correct that seems to mean that it's a c corp what's left what's left is the entire structure of the internal revenue code i'm not really interested in the entire structure of the internal revenue code i'm interested in statutory definitions entirely of the should i have this strange view that statutes mean what they say and what this statute says is that c corporation means any corporation which is not enough corporation why shouldn't we take congress at its word because of starry decisis all of the cases  cite predates the amendment that produced that definition every morning that distinction has been in effect since nineteen fifty eight this statute is a creation of nineteen eighty two correct  thank you thank you talk my name is nora bringer and i represent the united states and this matter medical college has been a corporation under was constant since one thousand seventy nine and it is a tax exempt corporation exempt from income twenty one defines the term corporation but that is not the case and said section sixty six twenty one c three defines those two phrases or i was discussing with my  paralyzed also on the cross reference from the flesh language of subsection a one to see three but that cross reference occurs an apparent cut off that occurs right after the phrase taxable period the most natural reading of the statute is  the parent got a full cross reference thus refers to taxable period and not to the word corporation which appears several words earlier the taxpayer says that its front line argument rests on the end hurry materia canon but that argument rests on the false premises section sixty six twenty one defines a corporation and the corporation and subsection a one must mean that the same thing in fact as the sixth circuit observed in the trade and pending in the courts of appeals no your honor not to my knowledge thank you corporation standing alone means the same thing and subsection a one and c three it takes on that narrower meaning and  three because it's preceded by a capital c now the taxpayer looks to the second service decision exxon mobil and tries to find a principal in a footnote there that overpayment underpayment interest rate should be symmetrical but that footnote in fact points out that there's a range of interest rates for over events and a range of interest rates for under three minutes it doesn't say that they are the same the internal revenue code is not the kind of corporation and section sixty six twenty one but section seventy seven zero one provides guidance on the meaning of the word that provision has been unchanged since the revenue act of one thousand nine hundred eighteen and it broadens the usual understanding of corporation beyond entity incorporated under state just medical college to include several unincorporated entities the sixth circuit in fact called a state law corporation the definitional lodestar of corporation under section seventy seven zero one and here medical college there said that corporation includes several unincorporated entities and courts upheld again and again that the core definition of corporation includes a state law corporation and that could be corporations that are taxed under such after see which are commonly called secret rationed also small business corporations taxed under subchapter s and corporations like medical college that are generally exempt from income tax so there are two exceptions to section seventy seven zero one one of them is where another definition is distinctly expressed in the code we've already discussed at section sixty six twenty one does not define a corporation the other exception is where application of the definition would be manifestly incompatible with the code while medical college is generally exempt from income tax but with respect to employment taxes it stands in the same shoes as any other employer for profit a universal definition of corporation is unworkable and in particular it claims that a universal definition of corporation would allow for profit corporations to be exempt from income tax under section five  one and that it would subject exempt organizations to the income tax provisions provided in subchapter c but that's not the case section five zero one limits exemptions from income tax to corporations that among other things do not in your words the benefit of any individual of or private corporation could never qualify for that exemption and as we discussed in our brief at pages forty four to forty five the provisions of such chapter see that medical college cites apply to things that would never happen to medical college such as distributions of property to shareholders insured medical college is a corporation and it is subject to the interest rates that section sixty six twenty one