good morning your honors thank you and may it please the court i am sherri dillon on behalf of general mills or g m for short the trial court held that lacked jurisdiction to hear general mills refund claim because it filed its administr  may be included in a computational adjustment our position is that not all computational adjustments are governed by section six thousand two hundred and thirty dollars c only those that are attributable to partnership items are governed by sixty dollars to thirty  otherwise computational adjustments can be challenged under six thousand five hundred and eleven dollars a under the general two year period we believe congress makes that clear and made it clear three times when it was declaring in various places that only partnership item attribute only refund claims attributable to partnership items are subject to sixty days of limited exception for the six month period under six thousand two hundred and thirty dollars c if we're trying to understand the important sixty to thirty c i believe they did and they did so but not quite right it's not actually written into sixty to thirty c based on the plain language of six thousand and thirty c there's nothing there that gives me any dishes that they were thinking of limiting sixty to thirty cs go to just attributable to partnership items i understand you're looking at other evidence outside of six thousand two hundred and thirty dollars c but just looking at sixty dollars to thirty dollars c itself m  and so that there would be no doubt that sixty dollars to thirty dollars c was attributable only to partnership items in addition sixty dollars to thirty dollars c one way that references computational adjustments has an other limitations and those itself so sixty to thirty c one day states that it again that demonstrates that it applies to a subset of computation will adjust and by stating that there applies to those that are necessary to ensure the partnership items are treated consistently with a partnership return and individual partner returns or to apply to the partner settlement final partnership agreement were court decision related to the partnership or term so within sixty dollars to thirty  to adjust a partnership return and apply adjustments to partner's returns to conform the partner's returns to the adjusted partnership or term and things that affect only a partner that that have settle again is our position then that sixty to thirty is not so limited again in this instance it was not necessary to apply to the partner a settlement to apply to the partner settlement again the point of sixty to thirty is to make a partner's return consistent with the adjusted partnership return and the interest for any one partner in particular l c interest can have no impact on any other partner so the short period for limitations is not needed that was put into the code and so that should there be any challenges to a partnership to a partnership exam or partnership adjustments or the they could flow them through the service would know about them promptly in the six month period and it could come form all partners for example let's say the service had made a bid to partner partnership made a one hundred dollars adjustment  service assumed it was a five thousand and fifty dollars partnership partner a gets a fifty dollars increase in income partner a is wait a minute were four thousand and sixty dollars partners i shouldn't only have gotten forty not fifty the purpose of sixty to thirty in the short reason for the short statute so that partner can come into the service and say hey you got it wrong i should have only been allocated forty not fifty or four thousand and sixty partnership and it would affect the partner who up got fifty and should have gotten sixty and that that allows  impact any other partner can and then i'd like to turn to our nd argument which is even if the six month period were to apply the government never mailed the notice required by section sixty to thirty c and so regardless of how your honest  session of the nd fundamental reason again that the government never mailed sixty or thirty c is clear that it requires the government to mail a taxpayer the written notice of computational adjustment the government in the trial below was able to persuade the lower court that general mills had effective notice of the computational adjustment based on information that was gleaned from an assemblage of documents computational adjustment but what the government is pointing to are what are called section six thousand six hundred and thirty one letters and they cannot possibly be the proper notice under six thousand two hundred and thirty c they make no reference to the limitations period or do with corporate and with corporate taxpayers it has nothing to do with tough for those letters never should have been sent to general mills at all we're talking about the interest competition schedules right yes and the letters that attach and they give you  political date for some of our under payments but not for others of our under payments that's what's in dispute in the at the merits level the merits of this case and they don't fells these schedules to not show which of the how the interest applies to the various different types of under payments whether it's a corporate under payment for a partnership under famous or they don't provide in any notice of what to challenge and where the wrong amounts are point is that right absolutely and also pay the interest yes by the time the letters came again demonstrating that these letters were never intended to provide notice of a computational adjustment general mills that in working with the service it could provide notice sufficient it is missing affirmatively misleading to the taxpayer general mills like any taxpayer any large or even small audit you are constantly working with the i r s you know their positions we know they know our set to general mills general mills and the i r s entered into a final global settlement agreement and why in the world and that settlement agreement carved out specifically the opportunity for general mills to challenge interest because that issue had not been able to was not resolved and the parties still disagreed and why would any reasonable government official and or into a settlement agreement at that time if it had intended and it had thought the best actually the limitations for challenging that had already expired believe that us or the united states general mills had six months to file a refund claim and they waited two years and for that reason the court of federal claims did not have jurisdiction over this action and appropriately tougher draws several degrees of distinction between partnership items not partnership items and affected items as well as computational adjustments those are not the policy behind drawing those distinctions is not implicated on the question before this court this court needs to determine is whether a taxpayer here received sufficient notice of a computational adjustment to be bound by the six month statute of limitations to challenge such a computational adjustment the computational adjustment here is the application of large corporate underpayment interest to the determination of a large corporate underpayment and that was a settled issue in a partnership proceedings so that at that level you are talking about a partnership but members of that partnership are subsidiaries of the corporate tax payer so the results of these settlements will flow to these partners and then will be reported on the corporate tax return which is why large corporate underpayment becomes a side effect of the partnership or a direct effect of the partnership settlement more than one partner who  subsidiary of the corporate entity reached a settlement in the partnership proceeding with the i r s as to liability not as to interest it is it is clear on the record that the parties were not contemplating settling the interest and explicitly carved it out but as the record reflects and this is a page six hundred and four of the appendix the final settlement which was signed in november of two thousand and eleven which was actually still within the the six month statute of limitations with respect to the latter tax years the exception of interest calculation of interest was the term used in the settlement document that was not included in the settlement  explicitly not intended to be included in the settlement because there were obviously still some agreements about that but that doesn't change the nature of the relationship between interest and the settlement the partnership rece interest is a function of the settlement in the partnership proceeding if you determine that your tax liability is a particular amount and you as a partner fall within this large as for the the policy the understanding you do in order to determine the intent of congress the will of the six month limitations period applies only to computational adjustments that are not subject to deficiency procedures so you can see that there is a expeditious innocent efficiency and policy goal here because when you are accepting procedures from deficiency that means that th deficiency procedures are not going to apply to a determination everything happens a whole lot faster you've got you need to have answers to questions faster than the deficiency determinations can provide you also you're taking a computational adjustment which is not an issue that she is is meant to have upstream ramifications as as as has been discussed this is not a partnership item this other partners are not going to be affected by this but because you have to it's a post payment remedy when you're in refund supes territory as opposed to deficiency territory you get with a deficiency a scheme that was put together to streamline and make things as efficient as possible for the benefit of all involved partners and all involved parties the government as well if a partner is out there in the deficiency proceedings trying to figure out what  is a that's a drag on the whole system that imposes costs on all parties involved and the six month period here makes clear that there are that the congress the selection of a six month period here says we need to we everybody needs to have answers and everybody needs to have them in time to make all of our choices here in our planning and in our organization of our of our our after the general two year period of limitations and as that the court below zervos because it is specifically targeted toward the east really complex partnership proceedings letter in two thousand and seven and another in two thousand and ten and then those together were noticed for in two thousand and eleven and then that cured some deficiency in the previous notice what the court observed is what the taxpayer is observed here in this court which is that if you had an awareness of the proceeding as it was ongoing you had information you knew their positions they knew your positions and with that in mind the notice standard that the court the th circuit has adopted in acute care that the th circuit has adopted in duffy and encourage or little apply just as well here which is that if you're on notice if you know the that of a deficiency of underpaid tax the amount of the deficiency how much you've underpaid or the information necessary for you to determine how much you've underpaid that is sufficient under the statute to trigger of the six month period so all of them think it was harmless error because they had sufficient notice or do you think the secretary actually did mail them something that triggered the fifty there has to be the last a mistake in the statute requires the six month period is triggered after the day on which the secretary mails notice writing well that's a date certain and so what is the date certain what is what but what day tax years that is when the comprehensive interest schedule was mailed april th two thousand and eleven was the notice date four hundred and twenty million twenty two thousand and three that was the date when the comprehensive interest arguably and we proposed several approaches to this below the earlier of letters that were sent to tax payer also could have triggered that notice because they met that standard but it's absolutely beyond cattle indisputable that by and eleven the taxpayer had every item necessary to determine what they are owed in terms of large corporate underpayment interest as of what date at what rate and most importantly because we're talking about interest here that maps when we were computing interest over time interest only runs until you pay the debt so you're not going to get a notice of an interest i'm not do that is a sum certain because interest will continue to run even thirty c and under the standards embraced by the th circuit and the th circuit not to speak very briefly to the th circuit cases they held that payment was evidence that a taxpayer on sufficient notice that a taxpayer was in possession of those elements of notice necessary to trigger the running of the statute in other words you know what you well you know as of when and you've computed in that case the interest that you on and that was a different kind of interest but it was governed by the same reasoning as the interest here and in those cases caymans wasn't what triggered the jurisdictional clock but it was evidence of notice and where that notice has been received as here the six months clock runs six months later it does not depend on the type of computational adjustment being provided and it does not affects the nature of the earth that the the payment the interest that is subject to that is not affected by whether it is the outcome of a settlement or  out and direct you to the sixty to thirty c scheme claims that are attributable to partnership items now as we've we have submitted here  and explained exhaustively on grief the partnership item status of interest is not material to this determination but as to that argument the fact that you needed to create carve outs for items that are partnership related item that isn't carved out and that seems to be the threshold position of the tax payers here we would submit that's incorrect in the court of federal claims so help the universe is not of claims that fa outside of the two year statute is not limited to those that congress has selectively carved out and said these are attributable to partnership is to those provisions do any work in the structure they do but not in this case the what work do they do with the argument on the other side of the meaningless there's a performance wise about it because because in a case where the distinction between a partnership item attributable to a partnership item an affected item or a partner level item is material a matter that distinction is not salient here interest is not different or differently treated here based upon whether it is properly characterized as a partnership item or attributable to one or affected by one because interest is a is not subject to the deficiency procedures so you're not looking at whether it is a partner or partnership level item for purposes of what the determine prepayment it's a computational adjustment which puts you in the universe of no deficiency procedures unless you fall within these exceptions here and as we have shown on brief the taxpayer here does ok thank you thank you loose dillon thank you i would like to return to a couple of the questions st and your questions about the policy and i just want to clear up with a tougher proceeding the tougher proceeding can be wrapped up no other partners are being held up in determining their tax liability or holding up the partnership as a whole from concluding the partnership proceedings and the tougher proceedings with respect to the other partner because of an interest challenge by one partner that would be separate and apart and it doesn't affect the tax liability of any other partner and would have nothing to do with holding up the partnership proceedings and again back to back to the point of whether the two statutes are intended to be of sixty dollars to thirty dollars is intended to be a standalone statute we believe that it can't be that would just render the attributable to language as to or for lists it's all computational adjustments were intended to be covered by dollars it would it would make no sense congress said it three times it must have the meaning it was trying to reconcile when each of the two statutes would apply all three statutes and provisions were enacted at the same time creating an integrated statutory structure again so that we would know when each statute applies and when it doesn't and back to notice that due process certainly requires more than sending the tax  that doesn't provide all of the information to calculate cannot possibly be a notice that's intended to apprise the taxpayer of the loss of right and that would be the right to a judicial challenge and the opportunity to object which the supreme court held time and time again in a long line of cases mostly in the jones milling mennonite board of missions that you have to a reasonable government official has to be providing notice that would deprive the taxpayer the lost of right and the opportunity to have jet either of those the st here and payment again respectfully we believe is irrelevant what the taxpayer was able to decipher from muddled messages and what was able to do to stop the period was being triggered and that's the notice that was required and that's the notice that was not provided so the taxpayers payment the taxpayer sophistication so that he completely unworkable standards for this quarter any court to apply taxpayer by taxpayer and determining that this type of notice is sufficient would have broader policy up implications overall for the tax system ninety percent of tax cases are brought by unsophisticated taxpayers and if you don't tell them that hey something is happening here you are going to have and that's going to be why we think the taxpayer has sort of figured it out that that's sufficient notice that's a very difficult standard to apply and would be very difficult for the courts to apply document that tells the taxpayer this is for your information don't do anything anything that's to be done the either us will come back to you and the i r s was coming back and the i r s was continuing to negotiate and continuing to discuss and debate debate and again that's the reason it was left out of the global settlement agreement everyone no one believed the i r s did not intend at the time that the six thousand six hundred and thirty one dollars letters i think if they did they certainly wouldn't have said did nothing and they're for your information