IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Jeffrey M. Mandler and Nuclear : Imaging Systems, Inc., : Petitioner s :

:

v. :

: Commonwealth of Pennsylvania, : No. 483 F.R. 2014 Respondent :

Jeffrey M. Mandler and Cardiovas cular : Concepts, P.C., : Petitioners :

:

v. :

: Commonwealth of Pennsylvania, : No. 484 F.R. 2014 Respondent : Submitt ed: February 1 0 , 20 2 1

BEFORE: HONORABLE P. KEVIN BROBSON, President Judge

HONORABLE MARY HANNAH LEAVITT, J udge HONORABLE PATRICIA A. McCULLOUGH, Judge HONORABLE ANNE E. COVEY, Judge HONORABLE MICHAEL H. WOJCIK, Judge HONORABLE CHRISTINE FIZZANO CANNON, Judge HONORABLE ELLEN CEISLER

, Judge

OPINION BY JUDGE COVEY FILED: March 3, 2021

Before the C ourt are Jeffr ey M. Mandler (Mandler), Nuclear Imaging
Systems, Inc. (NIS) and Cardiovascular Concepts, P.C. ’s (CVC) (collectively,
Taxpayers) exceptions (Exceptions) 1 to this Court’s March 2, 2020 Me morandum

1 Pennsylvania Rule of Appellate Procedure 1571(i) states:

Any part y may file exceptions to an initial determination by [this C]ourt unde r this rule within 30 days after the ent ry of the order to which exception is take n. Such ti mely exception s shall have the2

O pinion and O rder (March 2, 2020 Opinion) affir ming the Bo ard of Finance and
Revenue’s (Board ) August 27, 2014 orders denying Taxpayers’ Petitions for Refund
(Refund Petitions) of the $180,168.46 Taxpayers remitted to the Pennsylvania
Department of Revenue (Revenue) on July 31, 2013

, to satisfy employe r withhol din g

liens. 2 Therein, Taxpayers present three issues for this Court’s review : (1) whether
Taxpayers satisfied their burden of proving their entitlement to the $180,168.46

refund; (2) whether the United States Bankruptcy Court for the Eastern Dist rict of

P enn sy lvania (Bankruptcy Court) set aside the funds necessary for Taxpayers to
satisfy their payroll tax obligations

, and the Commonwealth of Pennsylvania

(Commonwealth) was on notice that those funds were available; and (3) whether
Taxpayers are e ntitled t o p re vail under the doctrine of estoppel by laches or collateral
estoppel. After review, this Court en banc overrules Taxpayers’ Exceptions.

Facts
On January 11, 2019, p ursuant to Pennsylvania Rule of Appellate

Procedure ( Rule ) 1571(f ) , Taxp ayers and th e Commonwealth submitted a joint
Stipulation of Facts (Stipulation). 3 According to the Stipulation, Mandler owned NIS

effect, for the purposes of Rule 1701(b)(3) (authority of lowe r court or agency after appeal) of an order expressly granting reconsi deration
of the determination previously e ntered by the cou rt. Issues not raised on exceptio ns are waived an d cannot b e raised on appeal.

Pa.R.A.P. 1571 (i).

2 The Board’s August 27, 201 4 orders were mailed on September 3, 2014. See Taxpayers’
Initial Br. Attachments

.

3 A review of determinati on s of the Board is governed by [Rule] 157 1. Althoug h this Court h ea rs such ca ses in its appellate jurisdiction, it functions essentially as a tr ial court. Therefore, this Court must consider a record made by the p arties speci fically for the Court rather

t han one certified to the Court from the proceedings below.

Armc o, Inc. v. C ommonwealth , 654 A.2d 1191, 1192 (Pa. Cmwlth. 1993) (citations omit ted). Rule 1571(f) mandates that the parties “prepare and file a stip ulation of s uch facts as may be agreed t o[ .]”3

and CVC, which are Pennsylvania corporations with principal places of business in
Malvern, Pennsylvania. 4 See Stip. ¶¶ 3

- 4. Pursu ant t o S ections 316(a) and 320 of the

Tax Reform Code of 1971 (Code), 5 72 P.S. §§ 7316.1(a)

, 6 7320 , Taxpayers were
employers responsible for withholding their employees’ payroll taxes in trust for the

Commonwealth. See Stip. ¶¶ 2

- 4. On August 4, 20 00, NI S and CV C commenced
voluntary reorganization bankruptcy proceedings in the Bankruptcy Court, pursuant
to Chapter 11 of the Bankruptcy Code. 7 See Stip. ¶ 4. On September 18, 2000, the
Bankruptcy Court ordered the joint administration of NIS’s and CV C’s ba nkrup tcy

actions. See Stip. ¶ 8. On October 6, 2000, Revenue filed proofs of claim with the
Bankruptcy Court seeking, among other taxes, 8 NIS’s and CVC’s Pennsylvania
employer withholding taxes (Taxes). 9 See Stip. ¶ 9, Stip. Ex. A.

Pa.R.A.P. 157 1(f). “ The facts stipu lated by th e parties are bi nding and conclusive and should be regarded as this Court ’ s findings of fact. ” Quest Diagnostics Venture, LLC v. Com monwealth , 119 A.3d 406, 410 n .4 (Pa. Cmwl th. 2015), aff ’ d

, 148 A.3d 4 48 ( Pa. 2016) . “‘ H owever, this Court may draw its ow n legal conclu si ons.’” Am . Elec. Power Serv. Corp. v. Commonwealth , 184 A.3d 1031,
1034 n.7 ( Pa. Cmwlth .), aff’d

, 199 A.3d 880 (Pa. 2018) (quoting Kelleher v. Com monwealth , 7 04 A.2d 729, 731 (Pa. Cmwlth

. 1997) )

. The part ies declared in the Sti pulation: “ [N]o evidence of [] facts other than in this Stipulation need be adduced in this matter.” St ip. at 2. Revenue is represented by the Commonwealth’s Office of A ttorney General, which has

a ct ed on Revenue’s b ehalf throughout these proceedings

.

4 NIS was a Pennsylvan ia corporation and CVC was a Pennsylvania professional corporation. See Stip. ¶¶ 3

- 4.

5 Act of March 4, 1971, P.L. 6, as amended , 72 P.S . §§ 7101

- 10 004.

6 Added by Section 4 o f the Act of August 31, 1971, P.L. 362.

7 11 U.S.C. § § 1101

- 1195. Ma ndler also filed for Chapter 11 bankruptcy on September 12,
2000. See Stip. ¶ 7.

8 The other taxes included corporate net income taxes, capital stock

- franch ise taxes and corporate loa n taxes. See Stip. Ex. A at 2, 7.

9 In add ition to th e Taxes, NIS a nd CVC owed taxes to other creditors, including the Internal Revenue Service (I RS), the Pennsylvania Department of Labor & Industry, and state taxing
authorities in Delaware, Maryland an d New Jersey

. See Sti p. ¶ 13, Stip. Ex. D. By April 26 , 2001 Amended S tipulation of Settlement and Order, Taxpayers settled the claims made by DVI Financial Services, Inc., National Century Financial Enterprises, Inc. , NPF X, Inc ., NPF VI, Inc.

, and the IR S.
See Stip. ¶ 10, S tip. Ex. B.4 From October 29, 2000 t o S eptember 1, 2001, Revenue issued 10
assessment notices to NIS and Mandler (individually, and in his capacity as NIS’s
president) for their Taxes for consecutive tax periods from January 1, 1999 to June
30, 2001, plus interest and penalties, i n the total am ount of $110,331.60. See Stip. ¶

14. Between October 29, 2000 and June 3, 2001, Revenue issued nine assessment
notices to CVC and Mandler (individually, and in his capacity as CVC’s president)

for their Taxes for consecutive tax periods fro m January 1 , 1 999 to March 31, 2001,
plus interest and penalties, in the total amount of $70,486.89. See Stip. ¶ 15.

On April 17, 2001, Taxpayers entered into an Amended Stipulation of

Settlement and Order (Settlement Order) to resolve certain creditor claims, an d t o allow the sale of NIS’s and CVC’s assets to Integral Nuclear Associates, LLC
(Integral) pursuant to an April 11, 2001 Asset Purchase Agreement 10 (as amended by
the Settlement Order), which would facilitate reorganization. 11 See Stip. ¶ 10, S tip.

Ex. B. T hereunder, Integral agreed to purchase certain of NIS’s and CVC’s assets
out of bankruptcy, and to issue a “promissory note made payable to [Taxpayers] to
fund payments to state taxing authorities.” 12 Stip. Ex. B at 8. On May 1, 2001,
Integ r al’s counse l s ent United Savings Bank, inter alia , $66,215.49 to be held in an

interest

- bearing state tax escrow account. See Stip. ¶¶ 37

- 38, Stip. Exs. R, S.

On June 8, 2001, Taxpayers filed a proposed Second Amended Joint
Plan of Reorganization (Pro p osed Plan), in which they suggested in Section 4.2.B:
“[Taxpayers] shall distribute $66,000[.00] to state taxing authorities. These claims

10 The parti es did not include the A ss et Purchase Agreement as a Stipulation exhibit.

11 In their brief to this Court , Taxpayers reference an April 17, 2001 Bankruptcy Court order which, in paragrap h 4, “provides for a tran sf er of [Taxpayers’] as sets [to Integral] . . . free of all liens.” T ax payer s’ Ini tial Br. at 12. However, the Settlement Order does not contain tha t language,
and no such order is referenced in or attached to the Sti pulation. S ee Stip. Ex. B.

12 The amo un t of the promissory n ote specified in paragr aph 10(b) of the Settlem en t Order is illegible. See Stip. Ex. B at 8. However, Taxpayers contend in t heir brief to this Court that the amount was $50,000.00. See Taxpayer s’ Initial B r. at 17. The amount was l ater amended to $66,2 15.49. See Taxpayer s’ Initial Br . at 17.5

are estimated at $300,000[.00]. . . . Mandler shall make monthly payments to
[Taxpayers] to pay any deficiency.” S tip. Ex. P at 13; see also Stip. ¶ 35. Revenue
objected to the Proposed Plan

. See Stip. ¶ 36, Stip. Ex. Q.

On August 20, 2001, the Bankruptcy Court converted NIS’s and CVC’s
bankruptcy actions to Chapter 7 liquidation proceedings. 13 See Stip. ¶ 11. The reafter,

Re v en ue filed amended proofs of claim

- on September 14, 2001

, against CVC and

on November 15, 2001

, against NIS

- seeking the Taxes. 14 See Stip. ¶ 12, Stip. Ex. C.

On January 7, 2002, Integral’s counsel instructed United Savings Bank

to clo se out the s tate tax escrow account and forward the proceeds thereof (which was
then $67,113.00) to Bankruptcy Trustee Christine Shubert (Trustee). See Stip. ¶ 39,
Stip. Exs. T, U. Revenue did not receive any of the escrowed funds.

During 2002 and 2005, Re venue fil ed l i ens against Taxpayers in the
Chester County Common Pleas Court

. See Stip. ¶ 16, Stip. Ex. E. On May 18, 2005,
Trustee issued her amended Chapter 7 Proposed Distribution of Property, pursuant to

which the Trustee

, on August 3, 2005

, paid Rev en ue $1,0 43.2 9 relative to claims
against CVC and $755.49 for claims against NIS

. See Stip. ¶¶ 17

- 18, Stip. Exs. F, G.
Those payments were not made in satisfaction of the Taxes or Taxpayers’ other state

tax debts. 15 O n April 13, 2006, T rustee certified t hat the e stat e was fully

administered

- all bankruptcy estate money had been distributed to creditors and the
bankruptcy estate accounts had zero balances. See Stip. ¶ 40, Stip. Ex. U.

13 1 1 U.S.C. §§ 701

- 784.

14 Like in the o riginal proofs of claim, the amended proofs of claim sought corpora te net income taxes, capital stock

- franchise t axes , and co rporate loan taxes in add it ion to the Taxes. See Stip. Ex. C at 2, 7.

15 Accordin g to the Trust e e ’s itemized payment list, the $1,04 3.29 was paid on CVC’s $22,343.31 administrative priority claim and $755.49 was paid on NIS’s $16,158.09 adminis trative prio rity claim. See Stip. Ex

. C at 2, 7 ; Stip. E x. F at 7. The amended proofs of cl aim reflect th at those administrative priority c laims were made pursuant to Section 507(a)(1) of the Bankruptcy Cod e, 11 U.S.C. § 507(a)(1) (relating to trustee ex penses and d omestic support oblig at ions). See Stip. Ex. C at 2, 7.6 By July 30, 2013 letter, Revenue notified Taxpayers ’ counsel (Counsel)

that Ta xpaye r s’ lien payoff figure was $18 0 ,168.46. See Stip. ¶ 19, Stip. Ex. H.
Taxpayers remitted $18 0 ,168.46 to Revenue on July 31, 2013. See Stip. ¶ 20, Stip.
Ex. I. On August 20, 2013, Revenue asked the Chester County Common Pleas Court

to mark T axpayers ’ lie n s as satisfied. See Stip. ¶ 21, Stip. Ex. J.

However, on November 13, 2013, Taxpayers filed the Refund Petitions
with Revenue’s Board of Appeals (BOA) seeking return of their $180,168.46

, arguing that the Taxes had already been paid from the escrow accoun t. See Stip. ¶¶

22

- 24. On January 23, 2014, the BOA denied the Refund Petitions, stating relative to

both NIS and CVC:

[Taxpayers] filed for bankruptcy and [] an escrow account

was est ablished for the pa yment of state taxes. The record do es not p rovide a n y evidence that notice of the escrow account was provided to [Revenue]

. There is no evidence indicating that these funds were used to pay the outstanding state tax liabilities. In fa ct, [Revenue’s] rec ords indicate that [Revenue] did not receive payme nt from these escrowed funds. Accordingly, [Taxpayers] ha [ve] failed to prove that [they are] entitled to a refund.

Stip. Exs. K (BOA NIS Dec. at 2), L (BOA CVC Dec. at 2); 16 see also Sti p. ¶¶ 25

- 26.
On Ap ril 4, 2014, Taxpayers appealed to t he Board

. See S t ip. ¶¶ 27

- 29.

On August 27, 2014, the Board denied the Refund Petitions. See Stip.

Exs. M (B oard NIS Dec. at 5), L (B oard CVC De c. at 4

- 5); see als o Stip. ¶¶ 30

- 31.
On September 24, 201 4, Taxpayers a ppealed to this Court , which affirm ed the

Board’s orders on March 2, 2020

. 17 Mandler v. Commonwealth (Pa. Cmwlth. Nos.

16 Taxpayers also request ed abatement o f the penalties and interest, whic h the BOA denied on the basis that Taxpayers were delinquent for 9 (CVC) and 10 (NIS) consecutive tax periods since 1999, and t hat they failed to pr ov e they acted in good f aith, without negligence or intent t o defraud.
Se e Stip. ¶¶ 14, 15; Stip. Exs. K (BOA NIS Dec. at 2), L (BOA CVC Dec. at 2).

17 “ [A] party appealing fr om a denial of a tax refund . . . has the burden of proof in a de novo proceeding b efore th [is Court] .” Sabatine v. Commonwealth , 442 A.2d 2 10, 212 n.6 (P a. 1981) (italics added)

. “ O ur scope of review in tax appeals is

. . . limited to the construction, interpretation7

483, 484 F.R. 2014, filed Mar ch 2, 2020). On April 1, 2020, the Commonwealth

filed an Application to Redesignate the Court ’s Unrepor te d Memorandum Opinion as
a Reported Op inion (Applica tion)

, to whic h no response was filed

. Taxpayers timely
filed the Exceptions seeking to reverse the Court’s Marc h 2, 2020 Opinion and grant
their refund request. 18 The Commonwealth file d a bri ef in oppo si t i on to Taxpayers’
Exceptions. 19

D iscussion

1. Waiv er Preliminarily, in their initial appeal to this Court, Taxpayers “ request [ed]
relief pursuant to [Section 1983 of the United Stat es Code,] 42 U.S.C. § 1983
[(relating to civil right s dep r ivation act io n s ) ] and attorney’s fees pursuant to [Section

1988 of the United States Code,] 42 U.S.C. § 1988 [(relating to proceedings in
vindication of civil rights)] .” See Taxpayers’ Initial Br. at 23. However, b ecause Taxpayers failed to mention any c ivil right s vi o lations in their Statement of Quest ions

Involved and did not develop arguments in their brief to support any such claims, this
Court ruled that Taxpayer waived those claims

. See Comm onwealth v. Spotz , 18

A.3d 244 (Pa. 2011) (such waiv er ap plies to un de ve l oped constitutional rights

claims); Mun. of Mt. L ebanon v. Gillen , 151 A.3d 722, 727 n.5 (Pa. Cmwlth. 2016)
(“Appeal of an issue is waived where the appellant fails to include it in t he statement

and application of a [s] tate tax statute to [ the] given set of fac ts .” United Servs. Auto . Ass ’ n v. Com monwealth , 618 A.2d 11 55, 1156 ( Pa

. Cm wlth. 1992) (quoting Escof il v. Commonwealth

, 406 A.2d 850, 852 ( Pa. Cmwlth. 1979), aff ’ d per curi am , 452 A.2d 1012 ( Pa. 1982) )

.

18 “[E]xceptions fi led pursuant to [Rule] 1571(i) ha ve the effect of an orde r granting reconsideration.” Kalodn er v. Common we al th , 636 A.2d 1230, 1231 (P a. Cmwlth. 1994), aff’d

, 675 A.2d 710 (Pa. 1995).

19 Taxpayers filed a re ply brief . The reply brief was identical to thei r principal brief in support of E xc eptions. Relative to reply briefs, Rule 2113 specifies, i n relevant p ar t: “ [T]he appellant may file a brief in reply to matters raised by appellee ’ s brief

. . . and not pr eviously addressed in appellant ’ s brief. ” Pa.R.A .P. 2113

.8

of questions involved section of [his/] her b rief and fa il s t o address the issue in the

argument section of th e brief.”).

Notwithstanding, in the ir brief in support of Exceptions, Taxpayers again

request[] relief pursuant to [S ection 1983 of the United States Code,] 42 U.S.C. § 1983 [, ] [ ] attor ne y’s fees pu rs uant
t o [Section 1988 of the United Sta tes Code,] 42 U.S.C. § 1988 [] and . . . fees and expenses pursuant to [ the statute commonly known as the Costs Act (relating to fees an d expenses for administrative agency actions ) 20 ]

.

Tax payers’ Except io n s Br. at 1 8. Th e r ein , Taxpayers also includ e the f ollowing

limit ed general argument:

1. The [] actions of the Commonwealth violate the [D] ue [P] rocess and Equal Protection clause [s] of the United States Constitution [ 21 ] and the Unifor mity Clause of the Pe nnsylvania Co nstit utio n, the Pennsylvania Taxpayers [ ’ ] Bill of Rig hts [ 22 ] and give rise to the right to attorney’s fees pursuant to [Section 1983 of the United States Code,] 42 U.S.C. § 1 983 [(relating to civil rights deprivation actions)]

.

. . . .
4. [s ic ] The ac ti ons of the Co mmonwea lth and its officials have deprived [] [T] axpayer [s] of property without the process of law in violation of Article I, [Sections] 9 [ and] 10 of the Pennsylv ania Constitution [, Pa. Const. art. I, §§ 9, 10,] an d the due proces s clause o f Section 1 of the Fou rteenth Amendment of t he United Stat es Constitution[, U.S. Const. amend. XIV,] and the Commerce Clause of the U[nited] S[tates] Constitution. [ 23 ]

5. [sic] The a dministrative decisions further violate Article II, [Section] 1 o f the Penn sy lvania Consti tution [, P a. Const. art. II, § 1,] which re quires that administration actions conform to the statue under which the action is taken and

20 Act of December 13, 1 98 2, P.L. 1127

, as amend ed

, 71 P.S. §§ 2031

- 2035 . The Costs Act

e xpired o n July 1, 2007

.

21 U. S. Const. amend . X IV.

22 Act of December 20, 1996, P.L. 1504, 72 P.S. §§ 3310

- 101

- 3310

- 402.

23 U

. S

. Const

. art. I, § 8, cl. 3

.9 Article 8, [Section] 1 of the Pennsylvania Constitution [, Pa. Const. art. VII I, § 1 ,] requiring t hat all t ax be uniform upo n the same class of subjec ts.

6. [sic] [ ] Taxpayer[s] also reserve[] the right to raise any other issues and arguments that might present themselves on this matter.

T axpayers’ Exception s Br. at 17. However, because Ta xpayers pr ev iously wa ived

any constitu tional arg ument
, and becau se they did no t specifically raise these issues
in their Exceptions, they are waived. 24 See Rule 1571(i) (“Issues not raised on
exceptions a re waived [.] ”).

2. Exceptions
In their Exceptions, Ta xpayers cl ai m that ( a ) they satisfied their burd en of proving th eir entitlemen t to the $180,168.46 refund ; ( b ) the Bankruptcy Court set
aside the funds necessary for Taxpayers to satisfy their payroll tax obligations and the

Commonwealth was on notice that those fun ds were a va ilable; and ( c ) t hey are

en titled to prevai l under the do ctrine of estoppel by laches or collateral estoppel.
Taxpayers made identical arguments in their initial appeal to this Court

. 25

24 Despite thi s Court’s warning i n its March 2, 2020 Opin ion, Taxpayers failed to raise the se is sues in their ne w Statement of Questions Involved. In fact, despite having raised four Exceptions

, in their brief supporting the Exceptions , Taxpayers sole issue in the Stat ement of Questions
I n volved i s: “ Were [Taxp ayers’] tax liabilities satisfied in fu ll per the dep os it into the escrow account as explained by [Taxpayers]?” See Taxpayer s’ Exception s Br. at 7 ; see also Taxpayers’ Exception s Reply Br. at 7

. Clea rly, T axpaye rs merely copied th e Statement of Questions Involved
from its init ial brief on app eal. See Taxp ay ers’ Initial Br. at 7 (Taxpayers’ Exception s Br. App. C at 7). Moreover, Taxpayers’ purported constitutional arguments are nothing more than decl aratio ns wit hout accompanying d ev eloped arguments, reco rd citations, or legal authority.

25 In their initial ap peal, Taxpayers asserted that Integral set aside escrow funds for the express purpose of satisfying Taxpayers’ state tax obl igations and that Reve nue’s failur e to timely
claim t ho se funds during the ba nkruptcy proceedings re sulted in the Tr ustee using th em to pay other debts and, thus, Revenue was estopped from thereafter collecting those monies from Taxpayers.10

a. Refund Entitlement
Here, as they did in their initial ap pe al, Tax pa yers claim that t hey

satisf ied their burde n of proving t h eir entitlement to the $180,168.46 refund. In
concluding that the Code required Taxpayers to withhold employee payroll taxes and

hold them in trust for the Commonwealth, and fur ther autho ri zed Rev en ue to enforce

lie ns against Taxpayers for the withheld m o nies, t his Court reasoned :

Section 316(a) of the Code specifies:

Every employer maintaining an office or transacting busines s within [the Commonwealth ] and making payment of co mpensation ( i) to a r esident individua l, or (ii) to a nonreside nt individual
t axpayer performing services on behalf of such employer within this Commonwealth, shall deduct and withhold from such compensat ion for each payroll period a tax computed in such m anner as t o result, s o far as practica ble, in wi thholding from the employe ’ s c ompensation during each calendar year an amount substantially equivalent to the tax reasonably estimated to be due for such ye ar with respect to such compensation. The method of determini ng the am ou nt to be withheld shall be prescribed by r egulations of [ Revenue]

. 72 P.S. § 7316.1(a). Section 320 of the Code clarifies:

Every person [ FN ][ 18 ] required to deduct and withhold
tax under [S]ection 316[(a) of the Code] is hereby made liable for s uc h tax. F or purposes of

as sessment a nd collection, any amount req u ired to be withheld and paid over to [Revenue] and any additions to tax penalties and interest with respect thereto, shall b e considered the tax of the person. All taxes deduc ted and with he ld purs ua nt to [S]ection 3 16[(a) of the Code] or un der color of [ S ]ection 316[(a) of the Code] shall constitute a trust fund for the Commonwealth and shall be enforceable against such person , his representative or any other person receiving a ny part of s uc h fund.11 7 2 P.S. § 7320. ‘ [T]he empl oyer has no rig ht to this wit h holding once wages are paid; such withholding is commonly referred to as “ trust fund tax ” precisely because the employer hol ds it in trust for the [g]overnment. ’ In re Dutch M asters Meats

, Inc. , 1 82 B.R. 405, 411 (B ankr. M.D. Pa. 1995). Ac cordingly, the Code required Taxpayers to withhold employee payroll taxes and hold them in trust for the Commonwealth, and further authoriz ed Revenue to enforce liens against Taxpayers for th e withheld m on ies.

[F N ] [ 18] Section 201( e) of the Code defines

‘ p erson ’ as ‘ [a] n y natural person, association, fiduciary, partnership, corporation or other entity

. . . . Whenever used in any clause
pr escribing and imposing a penalty

. . . the
term “ per son, ”

. . . as a pplied to a corporation, [ shall incl ude] the office rs thereof. ’ 7 2 P.S. § 7201 (e). This Court has ruled that a corporate officer can be personally liable for a corporation’s withholding taxes during periods in which he controlled the cor poration. Brow n v. Comm on wealth , 670 A.2d 1222 (Pa. Cmwlth. 1996).

Mandler , slip o p. at 9

- 10

. Accordingly, this Court concluded that Taxpayers did not
satisfy their burden of proving entitlement to the $180,168.46 refund. After review,

this Court discer ns no error in it s March 2 , 2020 conclusion

.

b. Bankrup tcy Proceedings
Taxpayers als o argue that the Bankruptcy Court set aside the funds
necessary for Taxpayers to satisfy their payroll tax obligations and the

Commonwealth was on notice that those funds wer e available . T ax payers ma de an

identical a rgument in their initial appeal. There i n, this Court concluded that the
Board properly denied Taxpayers relief because employer

- withheld income taxes

were trust fund taxes which were not dischargeable in bankrupt cy, based on th e

followi ng analysis:

Sect ion 523(a) (1)(A) of the B ankruptcy Code provides:12 A discharge under [Chapter 7 of the Bankruptcy Code] does not discharge an individual debtor from any debt

. . . for a tax

. . . of the kind and for the periods s pecified in [S] ec tion

. . . 507(a)(8) of [t he Bankrup tcy Code] , whet her or not a c l aim for such tax was filed or allowed [. FN 19 ]

[FN19] A taxing body’s failure to file a proof of claim bars it from obtain ing a distribution from the estate in a bankruptcy p roceeding, but d oe s not af fect its authorit y to colle ct the tax debt. City of Phil a . v. Carpino , 915 A.2d 169 (Pa. Cmwlth. 2006).

11 U.S.C. § 523( a ) (1)(A). Section 507(a) of the Bankruptcy Code specifie s:

T he following expenses and claims have priority in the following o rder:

. . . [A] llowed un secured cl aims of governme ntal units, on l y to the extent that such claims are for

. . . a tax required to be collected or withheld and for which the d ebtor is liable in whatever capacity [.]

11 U.S.C. § 507 (a).

Further , the Unit ed State s Bankruptcy Court for the No rther n District of Illinois, h a s ruled that ‘ taxes described in [Section] 507(a)( [8] )(C) [of the Bankruptcy Code] , often referred to as ‘tru st fund’ taxes, are never dischargeable [,]
no matter how long the unpaid tax ob li gation s have been
outstan ding. 1 R obert E. Ginsber g, Bankruptcy § 11.06[b] at 899 (2 [] d ed. 1989). ’ In re Torres , 117 B.R. 379, 384 (Bankr. N.D. Ill. 1990) ; see also Dutch M asters Meats, Inc.

, 182 B.R. at 411 ( ‘ It is because of th [e] trust relationship
t hat, u nl ike other tax obl igations, trust fund taxes are nondischa r geable . . . . ’ ). Therefore, whether or not Revenue filed claim petitions for them, and no matter how much t ime has passed, the Taxes were t rust fund tax es that Taxpayers could not discha rg e in a C hapter 7 bankrupt cy proceed ing.

Taxpayers’ claim that the Chapter 7 bankruptcy proceeding relieved them of their liability for the Taxes because the escrowed funds wer e ‘ for the sole purpose of paying the [Taxes] . . . ’ is meritless . Taxpayers’ [I nitial ] Br. at 14.13 This Court ackn owledges that, p ursuant to the Settlement Order, Integral agreed to, and paid into an escrow account, monies ‘ to fund payments to state taxi ng authorities. ’ Stip. Ex. B at 8. However, neithe r the Settlement Order nor th e May 1 and June 12, 2001 escrow le tters, or any ot her record doc u ment, specifies that the escrowed funds were set aside for the express purpose of satisfying the Taxes. A
ta xpayer’s bare assertions are generally insufficient proof in
tax cases. See Ca mp Hachs ha ra Moshava of New York v. W ayne C [ n ] ty. Bd. for Assessmen t [ & ] Revision of Taxes , 47 A.3d 1271 (Pa. Cmwlth. 2012); see also Fiore v. Commonwealth , 668 A.2d 1210 (Pa. C mwlth. 1995), aff’d

, 690 A.2d 234 (Pa. 1997); Bruce & Merrilees Elec. Co. v. Co mm onweal th , 530 A.2d 994 (P a. Cmwlth. 1987).

T he re cord likewise b elies Taxpayers’ assertion that

‘ adequate cash funds had been set aside by [the Settlement Order] to pay to [ Revenue] the [Taxes] . . . . ’ Taxpayer s’ [Initial] Br. at 13. It is evident f ro m the Pr oposed Plan that Taxpayers knew they owed m ore than $300, 0 00.00 in various state taxes and, based on the amended proofs of claim, they were aware that more than $180,0 0 0.00 thereof was owed to Revenue for the Taxes. Se e Stip. Ex. C at 3

- 5, 8

- 9, 11 and E x. P at 13. Notwit hstanding, only $66,215.49

was placed in t o the state tax escrow account , which was clearly inadequate to satisfy Taxpayers’ liability for the Taxes

. See Stip. ¶¶ 37

- 38, Stip. Exs. R, S.

In addition, there is no record evidence t hat Re ve nue was aware tha t the escr owed funds exist ed. Taxpayers did not point to any record notifying Revenue about the escrowed funds. The May 1 and June 12, 2001 escrow l etters [we] re neither addressed nor copied to Revenue, and Revenue was not a p ar ty to the Se ttlement Order. [F N20] A se ttlement
agre ement is essen t ially a contract that is binding on the parties thereto, and is governed by contract law principles. Roe v. Pa. Game Comm’n , 147 A.3d 1244 (Pa. Cmwlth. 2016). A ‘ general principle of co nt ract law [ is ] that an
agreeme nt cannot legally bind persons who ar e not parties [thereto]. ’ Chambers Dev. Co., Inc. v. Commonwealth ex rel. Allegheny C [ n ] ty. Health Dep’t , 474 A. 2d 728, 731 (Pa. Cmwlth. 1984). Here, the Settlemen t Order declared:

‘ Noth in g in this [S ettlement Order] may be rel ied upon or i s intended for the benefit of any party other [than] those who have executed this [Settlement Order] below. ’ Stip. Ex. B14 at 10 , ¶ 20. Therefore, notwithstanding Taxpayers’ claim s to the contrary, neit he r the Sett le ment Order nor an y other

re cord document informed Reve n ue about the escrowed funds.

Based on the foregoing, the Board properly denied Taxpayers relief, because employe r

- withheld income taxes are trust fund taxes which a re not dischargeable in b ankruptcy. The Board further reasoned:

[T] he [Set tlement Order] does not prohibit [Revenue] from collecting the outstanding employer withholding liability from [Taxpayers]

. [R evenue] was not a party to [the Settlement Order] , a s a representative of [ Re venue] did n ot sign the [Sett lement Ord er]

. The [Se ttlement Order ] merely required that [Taxpayers’] assets transfer to Integral free of encumbrances, and it did not remove [Taxp ayers’] liability for the [T] ax [es]

. Lastly, the document ation provided b y [Taxpayers] fails t o show that the f

unds were set asi de specificall y for [Revenue] , as [Taxpayers] owed tax liabilities to multiple states.

[ FN 2 0 ] T he IRS negotiated and was a party to t he Settlement Order. S ee Stip. Ex. B at 7

- 9, 13.

St ip. Exs. M (B o ar d NIS Dec. at 5), L ( B oard CVC Dec. at 4

- 5); see also S tip. ¶¶ 30

- 31.

Mandler , slip op. at 10

- 13

.

Accordingly, this Court concluded that the Board properly denied
Taxpayers relief becaus e employer

- withheld income taxes were trust fund tax es that

were n ot dischargeable in b an kruptcy , and fund s were not set as ide to satisfy the

Taxes

. After review, this Court discerns no error in its March 2, 2020 conclusion

.

c. Estoppel
Lastly, Taxpayers claim that the doctrine of estoppel barred Revenue

f rom collecting t he Taxes in 2013 beca us e it f ailed to cl aim them d uring t he15

bankruptcy p roceedings. As alleged in their initial appeal

, Taxpayers specifically

contend that Revenue is estopped by laches. This Court declared that argume nt to be

without merit based on th e following:

This Court h as held that ‘ [e] quitable e stoppel [and] laches

.

. . cannot vary the statutory requirements in the [ Code ]

. Neither the [ Board ] nor this Court h as the power to alter

. . . the [ Code ] based on equi table principles. ’ Quest Diagnost ic s Venture, LLC v. Com mo nwealth , 119 A.3d 406, 413

- 14 (Pa. Cmwlth. 2015)

, aff ’ d

, 148 A.3d 448 ( Pa. 2016) (citations omitted).

[I] n order to apply the doctrine of equit able estoppel to a Commonwealth agency: the party so ught to be estopped [(] 1) must hav e intentionally or negl ig ently misrepresen ted some m aterial fact [;] [(] 2) know [n] or ha [d] reason to know that the other party would justifiably rely on the misrepresent ation [;] and [(] 3) induc [ed] the other party to act to his detriment because of his jus ti fiable reliance on th e misrepresentation

. In addi tion, ‘ [o]ne who asse r ts estoppel must establish the essential elements thereof by clear, precise, and unequivocal ev idence. ’ [ Pa. Liquor Control Bd. v. Venesky , 516 A. 2d 445,] 448 [(Pa. Cmwlth. 1986)]

.

Yu rick v. Com monwealth

, 5 68 A.2d 985, 990 ( Pa. Cmwlt h. 1989 ) (emphasis ad d ed). However, ‘“ estoppel cannot be created by representations or opinions concerning matters

o f law

. ”’ Id

. at 990 (quoting Gabovitz v. State Auto

. Ins

. Ass ’ n , 523 A.2d 403, 406 (Pa

. Super. 1987) (citatio ns omitted)) (empha sis added) . This Court has mor e specifically concluded that ‘ [n] o errors or misinformation

. .

. can estop the government from collecting taxes legally due. ’ Am. Elec. Power Ser v. Corp. v. Commonwealth , 160 A.3d 95 0, 960 (Pa. Cmwlth. 2 01 7) (quoting DS Wa ters of Am

. , Inc. v. Commonweal t h , 150 A.3d 583, 592 (Pa. Cmwlth. 2016) ); see also Yurick

.

‘ The essence of any claim of laches is an estoppel as a result of prejudicial delay

. ’ S tahl v. First Pa. Banking & Tr. Co.

, 191 A.2d 386, 390 (Pa

. 1963) ; see also C ommonwealt h ex re l. Pa. Attorne y Gen. Corbett v. Griffin

,16 946 A.2d 668, 676 n.9 (Pa. 2008) ( ‘ [T] he doctrine of laches contains an estoppel component

. . . , and it is sometimes

re ferred to as estoppel by laches

. ) ’ ( q uotation marks omitte d) []

.

“ [L] aches

. . . bars r elief when a

. . . p a rty is guilty of want of due diligence in failing to promptly institute an action to the prejudi ce of another. ” Stilp v. Hafer , . . . 718 A.2d 290, 292 ([Pa.] 1998); accord Sprag ue v. Casey , . . . 550 A.2d 1 84, 187 ([Pa.] 19 88).

. . . Whet her laches app l ies is a question of law.

. . . However, applicability of the doctrine of laches is a factual d etermination made

on a case

- by

- case basis. []

Wheel s Mech. Contracting & Supplier, Inc. v. W. Jefferson Hills S ch. Dist. , 156 A. 3d 356, 36 2 (Pa. Cmwlth. 2017)

. Historically, our Supreme Court has been reluctant to permit a party to assert the doctrine o f laches against a state ’ s exercise of its taxing po wer

. See

, e.g. , Commonwealth v . W [

. ] M [ d. ] [ R.R. ] Co [

. ]

, . . . 105 A.2d 336 ( [Pa.] 195 4)

. . . (cannot est o p the government from collecting taxes which are legally due); Commonwealth v. A.M. Byers Co [

. ]

, . . . 31 A.2d 530 ( [Pa.] 1943) (no estoppel can be asserted against the Commonweal th in the exercise of its
t ax ing power ). In t he Western Maryl and Railway Co [

. ] [, formerly Western Maryland Railroad Co. ,]

case, ou [r] Supreme Court held that the laches def ense could not be asserted so as to prevent the
stat e from collecting legally due t axes on property when it fa il ed to assess the same for a numbe r of
years. F u rther, in that case, the [Supreme] Court held that a state or other sovereignty cannot be estopp ed by any acts or conduct of its officers or agents in the performance of a governm ental function and that no er rors or misinform ation of t he off icers or agent s can estop the government from collecting legally due taxes

. In re Estate of Trowbridge , 920 A.2 d 901, 906 n.5 (Pa. Cmwlth. 2007) ; see also Borough of Braddock v. Sullivan Plumbin g, In c. , 954 A.2d 672 (Pa. Cm wlth. 2008). Alt hough cour ts hav e held that a t axing authority’s delay17 may bar its claims for interest and penalties attributable thereto, the courts have consistently upheld the imposition of th e underlying taxes owed. See W . Md. R.R. Co. ; see also Bo ro ugh of Braddock ; In re Esta te of Leitham , 726 A

. 2d 1116 (Pa. Cmwlth. 1999).

In the instant matter, pursuant to Section 523(a)(1)(A) of the Bankr uptcy Code and Sections 316(a) and 320 of the Code, regardless of when or whether R evenu e claimed the Taxes, t he record reflects that Taxpa yers c ollected the T a xes, Taxpayers were aware that they owed them, and Taxpayers were at all times liable for them. Moreover, Taxpayers were cognizant of Revenue’s ong oing attempts to collect the Ta xes. Revenue filed proofs of claim for the Ta xes on Oct ober 6 , 2000 [,] rela t ive to Taxpayers’ Chapter 11 reorganization cases, and amended proofs of claim relative to their Chapter 7 liquidation proceedings in September and November 2001. From October 20 00 to September 2001, Revenue is sued assessment n otices to Tax payers for the Taxes. Revenue also filed liens for the Taxes in 2002 and 2005. In 2013, Revenue sought and Taxpayers paid the outstanding liens. Taxpayers di d not prove based on the record be fore this Court that Revenue i nt entionally or neg ligently m isr epresented any material fact that induced Taxpayers to act to their detriment, Yurick , or that any lack of d ue diligence by Revenue prejudiced Taxpayers

. Wheel s Mech. Contracting & Supplier, In c. A ccordingly, Taxpayers’ eq ui ty arguments fail

.

Mandler

, sl ip op. at 13

- 1 6

.

In the ir brief in support of Exceptions, Taxpayers nevertheless argue

that

, in 19 99, in Leitham

, this Court applied the doctrine of e stoppel by laches to
preclude the Common wealt h’s collection of past due ta xe s. Indeed, i n Le itham , th i s

Court held t hat Revenue’s assessment against an estate (Estate) for inheritance taxes

on a decedent’s r etirement plan proceeds eight years after its statut ory deadline was
barred by estoppel by la ches

. 26 T he Leitham Court ack no wledged that , i n

26 Therein,

[t] h e Estate reported the procee ds of [the decedent’s] re ti rement plan as $180,22 4.26 on its federal est ate tax return. Because the E st ate did18

Departmen t of Public We l fare v. UEC

, Inc. , 397 A.2d 779 (Pa. 1979), the
Pennsylvania Supreme Court ruled that estop pel can be asserted against the

government. The Lei tham Court explained:

Courts nonethe less retain a general reluctance t o apply the estoppe l doctrin e against the g overnment and therefore will require a stronger showing when estoppel is asserted against

a governmental entity than when it is asserted agains t an individual. Weinberg v. State B [ d. ] of Examiners of Pub [

. ] Accou nt ants
, . . . 501 A .2d 239 ( [ Pa.] 1985).

not believe that the retirement plan was subject to Pennsylvania inheritance tax, it did not report this asset on it s Pennsylvania
inherit ance t ax ret urn and, accordingl y, paid no inheritance t ax on the retirement pl an to this Commo nwealth. The Es tate, however, included a copy of its federal return with its Pennsylvania return, and both returns were filed with the appr opriate authorities on June 27, 19 88. The Estate als o distributed real estat e in the decedent ’ s wil l subject to cer tain real esta te expenses incident to transfer of the property and deducted $4,491.50 in expenses on its Pennsylvania

return. Thereafter, t he personal representa tive r eceive d her commission, d is tributed the remaining assets to the benefici aries and
closed the Estate.

L ei tham , 726 A.2d at 1117.

The undisputed facts of this case amply establish the essential elements of estoppel by laches. The retirement plan was d isclos ed on
the Estate ’ s federa l return, and thus the n ecessary information wa s within the pos session and kn ow ledge of [Revenue]

. During the years
since [Revenue] failed to file a timely appraisement, determination or assessment, the Estate ha [d] been clo sed a nd all assets distributed to the beneficiaries. D efending against or co mplying with the [assessment] n ow presents an unfair hardship for the Estate. See In re Ramsay ’ s Estates

, . . . 20 A.2d 213 ( [ Pa. ] 1 941)

. [Revenue] offers no explanation that w ould j ustify its del ay

. Id . at 1 119.
In R amsay’s Estates , the Pennsylvania Supreme Court uph eld an orp han co urt’s decree setting aside the Commonwealth’s supplemental appraisement filed nearly five years after an estate was settled because it was unclea r whet her de eds of t ru st were k nown when the first appraisement was issued, and the Commonwealt h failed to sh ow some later

- discovered fraud, accident, mistake or concealment, to warrant the filing of a second appraisement.19 T h ese modern advances in case law left intact the principle which the Supreme Court enunciate d in [ Western Maryland Railroad Co. ]

. In that case , the Supreme Court held that

‘ failu re to collect the tax in the past is no bar to presen t collect i on. ’ UEC

, . . . 397 A.2d [at 785] n [.] 6 (discussing Western Maryland R.R. Co. ); Weinberg

, . . . 501 A.2d at 243 n [.] 5 (quoting UEC ). Unlike the appellant i n Western Maryland [ Railroad ] Co.

, h oweve r, the Estate does not seek i ns ulation from futu re tax li a bility. The Es tate instead asserts estoppel by laches against [Revenue’s] appraisement, determination an d assessment of the specific tax liability that beca me due upon [the decedent’s] death, which [Revenue] failed to claim wi th due diligence. Because t h e Estate does n ot seek to bar present collection of taxes, but instead seeks to estop [Revenue’s] claim f or taxes previously due, the Western Maryland [ Railr oad ] Co. principle is inapposite to the i nstant case.
The Court recogn iz es that it applie d the Wes t ern Maryland [ R ailroad ] Co. principle in Kirkpatrick v. Butler County Commissioners

, . . . 298 A.2d 607 ( [Pa. Cmwlth.] 1972), to prevent a taxpayer from asse rting estoppel against a county
atte mptin g to collect taxes previously d ue based on the

c ounty ’ s i n tervening err or s. Any distinctions between the Court ’ s outcome in Kirkpatrick and the outcome today

mere ly illustrate the settled principle that ‘ the applic ation of laches involves a factual d eterm ination and an ad hoc balanci ng of conflicting i nterests i n each case. ’ Weinberg

, .

. . 501 A.2d at 243. Moreover, Kirkpatrick was decided before the Supreme Cou rt ’ s decisions in UEC and Weinberg. Since UEC was d ecided [,] this Court has approved ap plica tion of the doctrine of estop pe l to limit the Co mmonwealt h ’ s efforts to c ollect taxes previously due under appropriate circumstances. See Dep [ ’t ] of Revenue, Bure au of Sales [ & ] Use Tax v. King Crown Corp.

, . . . 4 15 A.2d 927 ( [Pa. Cmwlth.] 1980).

Leith am , 726 A.2d at 1120.

Nin e years after Leith am , this C ourt decided Bo rough of Braddock

, wherein this Court reiterated: “Application of the doctrine [of laches] depends not
just on the passage of time but on whet her, under the circumstances, the co mplai ning
party’s lack of due dili ge nce actually does prejudic e the other pa rt y. Therefore, the20

question is to be determined by examining the factual circumstances of each case.”

Id

. at 674 (citation omitted). In Boro ugh of Braddock

, the borough waited until 2003

to collect business pri vi lege taxes owed b y a contr a ctor from 199 4 to 2003 . The
contractor claimed that the borough was barred by the doctrine of laches fro m collecting those past due taxes. The trial court held that the contractor owed the ta xes

p lus interest and penalties. On appeal, this Cou rt examin e d Leitham and c oncluded

based on the laches defense that the contractor did not owe interest an d p enaltie s

because the contractor would not “knowingly and wi llingly incur liability for interest

and penalties for a period of ten y ears, and its inc urring su c h liability c on stituted a
change in the parties’ condition during the period that the [b]orough failed to act.”
Borough of Braddock , 954 A.2d at 677. T he C ourt nevertheless upheld the trial

c ourt’ s holding that the contractor o wed the underlyin g taxes, r uling that th e borough’s delay in collecting them did not change the fact that the contractor owed

them. Therefore, notwithstanding Leitham

, Borough of Brad dock represents
established preceden t , wh ich this Court observed in it s March 2, 2020 Opi nion, tha t

“the courts ha ve consistently upheld the imposition of the underlying taxes owed.”

Mandler , slip op . at 15.

In the instant matter, Taxpayers ’ sole argu ment in support of the ir
estoppel by lac hes d efense is that the “ requireme nt s are clearly sat isfied by the facts

of [t his] case [:] (1) [] [ Revenue ] failed to claim the funds set aside

. . . [ ; and] (2) []

[t] here was prejudice to [Taxpayers] by [ Revenu e’s ] failure to claim these funds. ”
Taxpay ers’ Exception s Br. at 14. However, the r ecord is devoid o f evid ence to

suppor t Taxpayer s ’ conclusion. First, based on th e stipulated facts , no f unds were set
aside in the bankruptcy proceeding to satisfy Revenu e’s liens for the Taxes and, thus,

Revenue could not have claimed them. Second , T ax payers’ conclusor y decla rati on

that “t he re was prejudice,” alone, is insufficient to establish prejudice. Taxpayers’
Exception s B r. at 14. Third, Taxpayers owed the Taxes

. Accordingly, this Court21

discerns no erro r in its March 2, 2020 conclu sion that th e doctrine of est oppel b y

la ches did n ot bar Revenue from collecting the Taxes in 20 13

.

In addition, Taxpayers newly contend in the Exceptions that Revenue
was barred by collateral estoppel from collecting the Tax es in 2013 because it failed

to claim t he m during the bank ruptcy proc eedings.

C ol lateral estoppel or issue preclusion foreclo ses relitigation in a subsequent action of a necessary issue that was actually litigated in a prior proceeding. Lamborn v. Workmen ’ s Co mp [

. ] Appeal B [ d. ] (A [ ] moroso Baki ng )

, 656 A.2d 593 ( Pa. Cmw lth. 1995). A cc ordingly, collateral estoppel will apply if:

[(] 1) the issue decided in the prior adjudication was identica l with the one presented in the later action [;] [(] 2) there was a fi nal j udgment on the merits [;] [(] 3) the p arty against whom the pl ea i s asserted w as a party

. . . to the prior adjudicat ion [;] and [(] 4) the party against whom it is asserted has had a full and fair opportunity to litigate the issue in question in a prior actio n.
Safeguard Mut [

. ] Ins [

. ] Co. v. Wi lliams

, . . . 345 A.2d 6 64, 668 ( [Pa.] 1 975) (citations omitted).

In re Judic ial Sale, Tax Claim Bureau of Northampton C n ty., Easton , Pa. , 720 A.2d

818, 822 (Pa. Cmwlth. 1998)

.

After reciting collateral estoppel princ iples in the ir brief in support of
Exceptions , Ta xpayers off er ed no specif

ic argument on that issue beyond th eir

declaration : “[Taxpayers] have clearly met the requirements for a pplying collateral
estoppel to this case and the application of col later al estoppel to this case precludes

the C ommonwealth from denying t ha t these fund s were not set aside for them and
they should have claimed them. ” Taxpayers’ Exceptions Br. at 16. How ever, it is
clear from the stipulated facts that the parties and th e iss ues presented here differ

from those l it igated in the ban kruptcy p ro ceeding and

, s ince Revenue’s liens for the22

Taxes w ere not satisfied in the bankruptcy proceeding, the bankruptcy pro ceeding d id

not represent a final judgment as to the Taxes

. Accord ingly , Taxpayers have failed to

establish t he ir claim that col lateral e st oppel barred R evenue from collecting the Taxes

in 2013 because it failed to claim them during the bankruptcy proceed ings.

Conclusion
With the exception of Taxpayers’ new collateral e stopp el argument,
which does not apply here

,

Taxpayers’ [E]xc eptions

. . . raise pre ci sely the same issues that they raise d in their initial appeal. . . .

After reviewing our previous opin ion and revisiting the arguments Taxpayers presented in their brief s

. . . , we concur with both t he result and the reasoning of this Cour t ’ s [ O ] pinion of [March 2, 2020]

. N one of the authority cited by Taxpayers changes our conclusion or t he rationale of that [O] pinion.

Accordingly, we [overrule] T axpayer s ’ [E ]xceptions.

Kalodner v. Commonwealth , 6 36 A.2d 1230, 1231

- 32 (Pa. Cmw lth. 1994) ( citation

omitt ed ), aff’d

, 675 A.2d 710 (Pa. 1995). 27

___________________________ ______ ANN E E. COVEY, Judge

27 B ecause this is a reported Opin ion, t he Com monwealt h’ s Applica tion is denie d as moot.IN THE COMMONWEALTH COURT OF PENNSYLVANI A

Jeffrey M . Mandler and Nuclear : Imaging Syste ms , Inc., : P etitioners :

:

v. :

: Co mmonwealth of Penns ylvania, : No. 483 F.R. 2014 Respondent :

: Jeffrey M. M andler and Cardiovascular : Concepts, P.C., : Petition ers :

:

v. :

: Commonwealth of Penns yl vania, : No. 484 F.R. 2014 Responden t :

O R D E R

AND NOW, this 3 rd day of March , 202 1

, the exceptions filed by Jeffrey

M. Mandler, Nuclear Imaging Systems, Inc. and Cardiovascular Concepts, P. C. to

this C ourt’s March 2, 2020 O pinion and O rder ar e OVERRULED, and the
Prothonotary is dir ected to enter j udgment in favor o f the Commonwealth of
Pennsylvania (Commonwealth)

.

T he Com monwealth ’ s Application to Redesignate the Court’s
Unreported Memorand um Opinion a s a Reported Opinion is DENI ED as moot

.

_ _______________________ ___ ______ ANNE E. CO VE Y, Judge