SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-1331-17T3

PRESERVE II, INC.,

Plaintiff-Appellant,

v.

DIRECTOR, DIVISION OF

TAXATION,

Defendant-Respondent.

PULTE HOMES OF NJ, L.P.,

Plaintiff/Cross-Respondent,

v.

DIRECTOR, DIVISION OF

TAXATION,

Defendant-Respondent/

Cross-Appellant.

PULTE COMMUNITIES OF NJ, 

L.P.,

Plaintiff/Cross-Respondent, 

NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

This opinion shall not "constitute precedent or be binding upon any court." Although it is posted on the 

internet, this opinion is binding only on the parties in the case and its use in other cases is limited. R. 1:36-3.
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A-1331-17T3

v.

DIRECTOR, DIVISION OF 

TAXATION

Defendant-Respondent/

Cross-Appellant.

___________________________

Argued October 10, 2019 – Decided September 9, 2020

Before Judges Fuentes, Haas and Mayer

On appeal from the Tax Court of New Jersey, Docket 

Nos. 010921-2013, 010920-2013, 010922-2013, whose 

opinion is reported at 30 N.J. Tax 133 (2017).

Leah Robinson argued the cause for appellant/crossrespondent (Mayer Brown LLP, attorney; Leah 

Robinson, on the briefs).

Michael J. Duffy, Deputy Attorney General, argued the 

cause for respondent/cross appellant (Gurbir S. Grewal, 

Attorney General, attorney; Melissa H. Raksa, 

Assistant Attorney General, of counsel; Michael J. 

Duffy, on the brief).

PER CURIAM

Plaintiff, Preserve II, Inc., is a foreign corporation with limited 

partnership interests in Pulte Homes of NJ, L.P. (Homes), and Pulte 

Communities of NJ, L.P. (Communities), two partnerships that built and sold 

homes in New Jersey. The Director of the Division of Taxation (Director) began 

an audit of plaintiff's tax returns in 2010. On April 5, 2013, while the audit was 
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pending, plaintiff applied for a tax refund of $2,084,656 for tax-years 2005 

through 2007, based on an absence of nexus to this State. On April 11, 2013, 

the Director made its final audit determination and determined plaintiff owed 

$5,429,385.38 in outstanding taxes. 

On April 19, 2013, the Director separately assessed against Homes and

Communities $2,126,591.02 and $2,511,382.88, respectively, in outstanding 

taxes for 2005 through 2010, and thereafter denied plaintiff's claim for a refund.

Plaintiff, Homes, and Communities (cross-respondents) each filed separate 

complaints in the Tax Court challenging the Director's assessments. Judge Mala 

Sundar consolidated the complaints and presided over a three-day trial that 

began on March 28, 2016 and ended on March 30, 2016. The judge heard 

testimony from a total of five witnesses, including two Director employees. 

On October 4, 2017, Judge Sundar issued an opinion published in the Tax 

Court Reports, in which she affirmed the Director's assessments of the corporate 

business tax (CBT) as well as the decision to deny a tax refund. Judge Sundar

also reversed the Director's assessments against cross-respondents. Pres. II, Inc. 

v. Dir., Div. of Taxation, 30 N.J. Tax 133 (Tax 2017). The parties stipulated 

that if plaintiff's CBT assessments were upheld, cross-respondents would not be 

subject to additional taxation. Id. at 175.
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In this appeal, plaintiff argues that New Jersey's statutes and regulations 

prohibit the imposition of the CBT on a foreign corporation whose only 

connection to New Jersey is its passive investments in limited partnerships over 

which it had no control. Plaintiff contends that Judge Sundar misapprehended 

the corporate structure of the entities at issue, which affected her legal analysis. 

We disagree and affirm. The Tax Court correctly construed the relevant 

statutory scheme and its findings concerning the corporate structure were both 

legally sound and supported by the record. The record supports Judge Sundar's 

finding that plaintiff derived receipts from New Jersey sources and had a 

sufficient nexus to the State during the relevant tax years to subject it to the CBT 

for income it derived from those partnerships.

I.

The basic corporate structure of the entities at issue are not in dispute. 

Throughout the audit years, Pulte Group, Inc. (Pulte), a publicly traded holding 

company, registered and headquartered in Michigan1 was the "apex parent" at 

the top of the corporate hierarchy that owned approximately 200 subsidiaries. 

Plaintiff's counsel read into evidence the deposition testimony of Vincent Frees, 

1

 Pulte moved its corporate headquarters to Georgia in 2014, after the audit 

period. 
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Pulte's vice-president and "controller." Frees characterized his role and 

affiliation as "an officer of the parent company." Thus, although Pulte did not 

have employees in the conventional understanding of the word, it pursued two 

types of business endeavors during the audit years: homebuilding (its core 

business) and financial services.

2

 

The majority of the subsidiaries, including Pulte Home Corporation 

(PHC), were engaged in some form or aspect of homebuilding. In Pulte's 

corporate structure, plaintiff was a holding company investing in homebuilding.

However, for tax reporting purposes, plaintiff was placed in the homebuilding 

line of Pulte's businesses. Bruce Robinson, the treasurer for all of the entities 

involved, testified that in order to comply with the reporting requirements of the 

Securities and Exchange Commission (SEC), plaintiff was considered to be in 

the homebuilding rather than the financial services line of business. The 

following portion of Robinson's trial testimony clarifies this issue:

Q. So the two lines that you considered the consolidated 

group to be engaged in are home building and financial 

services. What would you describe as financial 

services?

2 According to Frees, "financial services" encompassed "a mortgage company, 

and several other title companies and also different operations internally, Puerto 

Rico, Mexico. Over the course of the audit period, there was a lot of countries 

as well." 
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A. Our financial services are predominantly our 

mortgage operations and they also manage title 

insurance operations for the company as well.

Q And when you think of the group, is your view that 

every entity is going to fall into one of those two 

buckets, either financial services or home building?

A. Yes. I predominately view with SEC focus and our 

lines of business are home building and financial 

services.

Q. Okay. So is it fair to say that in your view, any entity 

that isn’t in the mortgage or title financial services area 

is therefore in the home building line of business?

A. Yes. That is the way our SEC reporting documents

run and that is the way I look at it from my perspective.

What this testimony made clear was that this operation involved a 

labyrinth of corporate entities. Below Pulte was Pulte Diversified Companies, 

Inc. (Diversified), also a holding company without any employees. Beneath 

Diversified was PHC, the direct corporate parent of both plaintiff and its two 

general partners: Pulte Home Corporation of Delaware Valley (Delaware 

General), and Preserve I, Inc. (Preserve General).

Under the partnership agreements, Delaware General was the general 

partner in Homes, and Preserve General was the general partner in Communities.

Communities built and sold houses and developed residential communities for 

adults over age fifty-five. Conversely, Homes built and sold houses that were 
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not marketed or restricted to any specific demographic. Plaintiff made an initial 

capital contribution of $9900 in each partnership; the general partner contributed 

$100 in capital contributions. Plaintiff owned 99% of limited partnership 

interests in both partnerships; the corporate headquarters had the same address 

as the cross-respondents and approximately 170 other Pulte entities. Plaintiff 

did not have physical office locations or property in New Jersey; the crossrespondents maintained offices and owned land in this State.

Pulte labeled "Divisions" markets in which it had established 

homebuilding operations. "Areas" referred to a group of several Divisions 

located in larger geographic regions like the northeast. Pulte's New Jersey 

homebuilding activities were overseen by its Northeast Corridor Division 

(NCD), headquartered in Pennsylvania. The NCD relied on cross-respondents 

for daily decision-making at the home-building level. It is important to note that 

neither plaintiff, cross-respondents, nor the general partner had employees. 

All employees who physically worked at the Pulte corporate offices in 

Michigan were considered employees of PHC, while the employees who 

physically worked in New Jersey were considered employees of another Pulte 

subsidiary: Pulte Services Corporation (PSC). James Mullen, Director of Land 

Entitlements for the NCD, testified that PSC employed about 200 people who 
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worked in New Jersey on behalf of the NCD in land acquisition and development 

during the audit years. Cross-respondents are merely landholding entities.

The NCD maintained a principal office in Bernardsville, and, for a time, 

a second smaller office in Somerset, which was closed during the audit period.

The NCD shared its Bernardsville office location during the audit years with 

Pulte Mortgage, an entity in Pulte's financial division. All employees of Pulte 

subsidiaries had access to Pulte's website. The users of the website had the 

capability to upload and share files and access human resources information for 

each subsidiary.

Rodney Walsh, an NCD construction manager for New Jersey operations, 

estimated that Pulte entities built more than 1000 homes in this State between 

2005 and 2010. If Walsh became aware that a separate Pulte division in the 

Area was constructing a similar type of house, he would often use a similar floor 

configuration or architectural plan. Walsh did not remember whether he or any 

of his colleagues ever used plaintiff's name, or the names of its partners, or 

cross-respondents name in the course of daily business. He did not personally 

know any of the people who had served as plaintiff's president. 

No entity within the NCD, including plaintiff and cross-respondents, had 

the authority to purchase land for development until the acquisition was 
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approved at the corporate level. Once the land was purchased, the NCD would 

conduct a "feasibility study" of the timetable for developing the land, along with 

construction costs, sales prices, and other considerations. Walsh testified that 

the NCD's vice president of finance was primarily responsible for drafting 

feasibility studies, subject to the approval of the NCD President. Everyone 

involved in the feasibility studies for New Jersey development projects was 

employed by PSC.

After a feasibility study was completed, the NCD would seek approval up 

the chain of corporate authority, starting with the Area. If the Area approved, 

Pulte corporate officials in the asset management committee would make a final 

review of the study. Once construction began, sales prices were set at the NCD 

level, without prior approval from any entities outside the NCD management. 

Plaintiff did not play any role in these business activities.

Robinson, who in addition to treasurer was also vice president of Pulte, 

testified that Pulte owned Pulte Realty Corporation (PRC), a subsidiary which 

operated an internal, central depository and "payables" bank that funded each 

Pulte subsidiary. When cross-respondents would sell a New Jersey property, 

the closing proceeds would be "swept up" into PRC's consolidated internal bank 

and "commingled" with other corporate funds. When any Pulte entity within the 
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NCD had to pay for labor or services, PRC would draw a check on a zero balance 

account and fund that amount the same date the check was presented. PRC 

would then charge the NCD that same amount as an "inter-company receivable 

payable[,]" plus interest.

These "cash sweeps" would reduce a group member's liability to the bank, 

thereby reducing its interest expenses. Robinson testified that he did not 

consider these transfers as the equivalent of the subsidiary "borrowing" from 

PRC; it was viewed as Pulte borrowing cash from PRC and contributing that 

amount to the subsidiary, which would then generate an intercompany payable.

Neither plaintiff, its general partners, nor cross-respondents attempted to obtain 

third-party financing during the audit years. Plaintiff did not have a separate 

bank account and was not authorized to make external investments with money 

received from the internal bank. 

David Furstenberg, Director of Taxes for PHC, testified that the $9900 

capital contributions plaintiff made when forming the partnerships could have 

come from one of two places: from PRC or from the corporate parent 3 as a 

capital contribution. In its 2005 tax return, plaintiff deducted $12.5 million in 

3

 From the context of his testimony, it is not clear whether Furstenberg used 

"parent" to refer to PHC, plaintiff's direct parent, or to Pulte, the apex parent.
11 A-1331-17T3

interest payments made to the internal bank. Though not entirely certain, 

Furstenberg believed this could have been funds plaintiff received from the 

internal bank for its initial capital contribution. No outside money was invested 

in cross-respondents. 

Robinson was responsible to make short-term investments using any 

excess cash found in the internal bank. This would typically involve money 

market or commercial paper. The investments took place at the corporate level 

with "consolidated cash balances." Despite this commingling of corporate 

funds, Robinson testified that specific money coming into or out of the PRC 

bank was separately accounted for, depending on its source. Plaintiff's limited 

partnership interests were its only assets during the audit period and provided 

all of its income. Plaintiff did not have any other investments. 

Plaintiff shared certain officers and directors with its general partners and 

with Pulte. Robinson was treasurer of Pulte, plaintiff, Delaware General, and 

Preserve General, as well as an officer in "predominantly all of. . . [Pulte's] 

subsidiaries." This was done "for ease of any banking arrangement," to allow 

Robinson the ability to sign documents and access the subsidiaries' bank 

accounts.
12 A-1331-17T3

Michael Schweninger served as president, chief financial officer (CFO), 

and a board member on each of Communities' partners: Preserve General and 

plaintiff. Steven Cook served as director, secretary, and senior vice president 

for both of those companies and for Delaware General. As noted earlier, Vincent 

Frees was vice president and controller of Pulte. He served in these capacities

from April 1995 until his retirement in 2009. Frees testified that during the audit 

years, he was an officer for at least seventy-five percent of Pulte's subsidiaries, 

including for plaintiff, where he served as president, and for plaintiff's two 

partners--Preserve General and Delaware General--where he served as president 

and vice president of finance, respectively. His responsibilities included "all of 

accounting and finance policies, procedures, and systems" for Pulte. His office 

was located in Michigan. 

Frees testified that he did not have any "daily responsibilities" in his 

capacity as president of plaintiff or of Preserve General, because both entities 

were merely holding companies. He never considered selling plaintiff's 

partnership interests or diversifying its investment portfolio because 

homebuilding was the "core business of the parent company." Crossrespondents were the "hands-on builder[s]" during the audit years. Plaintiff did 

not have a voice in management in either partnership. Delaware General 
13 A-1331-17T3

managed Homes, while Communities acted as its own general partner with 

respect to managing daily operations. 

Plaintiff's directors and officers did not receive a salary in their capacity 

as officers and directors, but each were separately employed and paid by other 

Pulte entities and received the benefit of the group's common medical and 401(k) 

plans through such employment. According to Furstenberg, there were no 

"outside directors" for any of the entities discussed who were not separately 

employed by a Pulte entity. 

PHC's tax department provided accounting services and prepared the 

federal and state tax returns on behalf of Pulte and each of its subsidiaries.

Twenty-two people worked in the tax department, each of whom were employed 

by PHC. PHC charged cross-respondents a "Pulte business charge" in order to 

cover the cost of PHC's overhead for the tax department, among other things.

Furstenberg considered PHC, Delaware General, and cross-respondents to be 

homebuilding companies; PSC to be an "employee service entity" for employees 

who perform homebuilding services; Preserve General to be a holding company 

in the homebuilding line of business; and plaintiff to be an investment company 

that invests in homebuilders.
14 A-1331-17T3

II.

We start our analysis by acknowledging that, unlike a corporation, a 

partnership is not subject to taxation in New Jersey for its earnings. However, 

earnings are "'passed through' to the partners," Reck v. Dir., Div. of Taxation, 

345 N.J. Super. 443, 449 (App. Div. 2001), whose income "shall be subject to 

the tax . . . imposed on [its] share" of the partnership gains. N.J.S.A. 54A:5-4. 

The Corporation Business Tax Act, N.J.S.A. 54:10A-1 to -41, as amended 

by the Business Tax Reform Act, L. 2002, c. 40 (BTRA), states that "[e]very 

domestic or foreign corporation which is not hereinafter exempted shall pay an 

annual franchise tax . . . for the privilege of deriving receipts from sources within 

this State, or for the privilege of engaging in contacts within this State, or for 

the privilege of doing business . . . in this State." N.J.S.A. 54:10A-2. The statute 

then exempts from the definition of "deriving receipts" or "doing business" 

certain categories of transactions not at issue. N.J.S.A. 54:10A-2. The statute 

further adds that a taxpayer, including a foreign corporation, is subject to paying 

the CBT for the "exercise of its franchise in this State . . . if the taxpayer's 

business activity in this State is sufficient to give this State jurisdiction to 

impose the tax under the Constitution and statutes of the United States." 

N.J.S.A. 54:10A-2. 
15 A-1331-17T3

The Tax Court found "undisputed" that plaintiff, a limited partner in two 

partnerships doing business in New Jersey, earned New Jersey sourced income 

from its partnership interests. Preserve, 30 N.J. Tax at 161. The court also 

found that the partnerships' New Jersey business involved the "production and 

sales of a tangible product (improved real property) in New Jersey," which was 

the New Jersey source of plaintiff's income. Ibid. Plaintiff does not challenge 

these settled principles of tax law in this appeal.4 The court found crossrespondents' homebuilding and selling operations in this State resulted in New 

Jersey sourced income for plaintiff. Consequentially, plaintiff "is undoubtedly 

subject to CBT for the 'privilege of deriving receipts from' New Jersey." 

Preserve, 30 N.J. Tax at 161.

Plaintiff argues Judge Sundar erred when she held that plaintiff had an 

"automatic economic nexus" to this State upon its receipt of partnership income 

from New Jersey sources. According to plaintiff, as a foreign limited partner, 

it was not subject to the CBT for passively receiving income from a New Jersey 

source. The Legislature did not intend, plaintiff argues, for the "deriving 

4 Plaintiff also does not challenge the constitutionality of the tax nor the factual 

question of whether it derived New Jersey sourced income from the 

partnerships. We thus consider these issues waived. See Midland Funding LLC 

v. Thiel, 446 N.J. Super. 537, 542 n.1 (App. Div. 2016).
16 A-1331-17T3

receipts" clause in N.J.S.A. 54:10A-2 to "broadly" apply to foreign limited 

partners, whose taxability is governed by separate statutory provisions enacted 

at the same time: N.J.S.A. 54:10A-15.7(a) and -15.11. In plaintiff's view, these

statutes would be rendered superfluous, illogical, or absurd if a foreign 

corporation became subject to CBT "automatically" under N.J.S.A. 54:10A-2 

merely by deriving receipts from New Jersey sources. Plaintiff's argument 

misconstrues the statutory language.

When this court reviews a Tax Court decision, it "generally extend[s] 

enhanced deference to the expertise of the Tax Court." BIS LP, Inc. v. Dir., Div. 

of Taxation, 26 N.J. Tax 489, 493 (App. Div. 2011). The Tax Court's factual 

"findings will not be disturbed unless they are plainly arbitrary or there is a lack 

of substantial evidence to support them." Glenpointe Assocs. v. Twp. of 

Teaneck, 241 N.J. Super. 37, 46 (App. Div. 1990). Accord Hackensack City v. 

Bergen Cty., 405 N.J. Super. 235, 243 (App. Div. 2009). However, "the judge's 

interpretation of a statute is not entitled to such deference and is subject to . . . 

de novo review." Waksal v. Dir., Div. of Taxation, 215 N.J. 224, 231 (2013) 

(quoting Advance Hous., Inc. v. Twp. of Teaneck, 422 N.J. Super. 317, 327 

(App. Div. 2011)). 
17 A-1331-17T3

As an appellate court, we "also recognize the expertise of the Director, 

particularly when the Director's expertise is exercised in the 'specialized and 

complex area' of the tax statutes." BIS II, 26 N.J. Tax at 493 (quoting 

Metromedia, Inc. v. Dir., Div. of Taxation, 97 N.J. 313, 327 (1984)). For this 

reason, this court's "review of the Director's decisions regarding the imposition 

of tax is 'limited.'" Wells Reit II-80 Park Plaza, LLC v. Dir., Div. of Taxation, 

414 N.J. Super. 453, 461 (App. Div. 2010) (quoting Quest Diagnostics, Inc. v. 

Dir., Div. of Taxation, 387 N.J. Super. 104, 109 (App. Div. 2006)). The 

Director's "interpretation of the operative law is entitled to prevail, so long as it 

is not plainly unreasonable." Waksal, 215 N.J. at 231 (quoting Metromedia, 97 

N.J. at 327).

As our Supreme Court has made clear that when courts interpret a statute, 

"the paramount goal" is to carry out the legislative intent and "generally, the 

best indicator of that intent is the statutory language." DiProspero v. Penn, 183 

N.J. 477, 492 (2005). Courts should "ascribe to the statutory words their 

ordinary meaning and significance." Ibid. "Where a statute is clear and 

unambiguous on its face and admits of only one interpretation, a court must infer 

the Legislature's intent from the statute's plain meaning." O'Connell v. State, 

171 N.J. 484, 488 (2002). "If the language is not clear, [courts] look to 
18 A-1331-17T3

the legislative history to aid in determining the legislative intent of the statute." 

Oberhand v. Dir., Div. of Taxation, 193 N.J. 558, 568 (2008).

Plaintiff argues that the Tax Court erroneously concluded that plaintiff's 

receipt of New Jersey sourced income provided "automatic economic nexus" to 

the State. This argument mischaracterizes Judge Sundar's decision. Although 

Judge Sundar found that plaintiff was "subject to the CBT simply by virtue of 

having unquestionably derived income from New Jersey sources," that did not 

end her analysis. Judge Sundar conducted an extensive analysis under the 

heading "Preserve's Nexus To New Jersey" to determine whether plaintiff had 

a sufficient constitutional nexus to New Jersey to subject it to taxation as a 

foreign corporation. Preserve, 30 N.J. Tax at 164. At the conclusion of this 

constitutional due process analysis, Judge Sundar held:

In sum, the record amply supports a finding that the 

lines between the partnerships, the general partner, 

Preserve and PHC were far from sharp and distinct and 

in fact were completely blurred. Preserve was not a 

mere passive investor, actively involved in an unrelated

business, as was the finding for the foreign corporate 

limited partner in BIS. . . . Indeed, Preserve had no 

authority to make, sell, or diversify any investments let 

alone have its own independently held/operated 

external bank/financial account. The court concludes 

that under all of the facts, Preserve had nexus to New 

Jersey.
19 A-1331-17T3

[Preserve, 30 N.J. Tax at 168 (internal citations 

omitted).]

Plaintiff further argues that the Legislature did not intend N.J.S.A. 

54:10A-2 to apply "broadly" to foreign limited partners. This approach is 

irreconcilable with the language of N.J.S.A. 54:10A-2, which requires "[e]very 

domestic or foreign corporation" to pay the CBT for the privilege of, among 

other things, deriving receipts from New Jersey sources, unless an express 

statutory exemption applies or the tax exceeds the State's constitutional power 

to levy the tax. A corporation's status as a foreign limited partner is not one of 

the listed exemptions. Ibid.

The legislative history and judicial precedent confirms Judge Sundar's 

construction of the statute. The BTRA was designed "to increase equity among 

business taxpayers and close[] numerous loopholes that allow many profitable 

companies to reduce their taxable New Jersey income." Assembly Budget 

Comm. Statement to A. 2501 (June 27, 2002). "By extending the reach of the 

CBT to the income of all corporations that derive income from New Jersey," the 

law was designed to "extend[] the reach of the CBT to the full extent permitted 

under the United States Constitution and federal statute." Id. at 4. See also

Springs Licensing Grp., Inc. v. Dir., Div. of Taxation, 29 N.J. Tax 1, 16 (2015) 

(noting that, under the BTRA, the application of the CBT to foreign corporations 
20 A-1331-17T3

under N.J.S.A. 54:10A-2 "is explicitly limited only by the mandates of the 

federal Constitution and statutes."). 

This interpretation does not, as plaintiff contends, render N.J.S.A. 

54:10A-15.7 and -15.11 illogical or absurd. N.J.S.A. 54:10A-15.11 directs

partnerships to remit tax payments on behalf of any nonresident foreign 

corporate partners, unless the nonresident has consented to pay tax on its own. 

N.J.S.A. 54:10A-15.7 explains that a different allocation formula applies to 

payments owed by a partnership on a foreign partner's behalf, depending on 

factors such as whether the partner is unitary with the partnership and on 

whether the partnership is a qualified investment partnership. Stated differently, 

N.J.S.A. 54:10A-15.11 provides an exception to the general rule that a 

partnership is generally not subject to taxation and N.J.S.A. 54:10A-15.7 

describes how to determine the amount of CBT liability. National Auto Dealers 

Exchange, L.P. v. Dir., Div. of Taxation, 30 N.J. Tax 343, 351-52 (2018) 

(discussing how, under N.J.S.A. 54:10A-15.7 and -15.11, the CBT remitted by 

a partnership on behalf of a nonresident corporate limited partner is attributable 

to the partner, not the partnership). 

These statutes are silent, however, about what types of business activities 

or generated income will subject a foreign corporation to the CBT. The answer 
21 A-1331-17T3

to this threshold question is found in N.J.S.A. 54:10A-2, which provides that 

"every" foreign corporation is subject to the CBT "for the privilege of deriving 

receipts from sources within this State, or for the privilege of engaging in 

contacts within this State, or for the privilege of doing business . . . in this State" 

as long as that business activity is taxable under federal law. Similarly, N.J.S.A. 

54:10A-2 does not address the questions addressed by sections 15.11 and 15.7, 

respectively--whether a partnership should remit payment on behalf of its 

foreign corporate partner's taxable business activities and how to allocate the 

partner's share of receipts. Because the latter statutory provisions concern 

different topics than those at issue in N.J.S.A. 54:10A-2, there is no merit to 

plaintiff's argument that the Tax Court's interpretation would render N.J.S.A. 

54:10A-15.7 or -15.11 superfluous or absurd.

In short, plaintiff offers no countervailing interpretation of N.J.S.A. 

54:10A-2 that would construe the statute to mean anything other than what its 

plain language suggests: a foreign corporation shall pay the CBT for "the 

privilege of deriving receipts from sources within this State" as long as such 

taxation falls within federal constitutional limits and no statutory exemption 

applies. Because no statutory exemption applies and plaintiff has not challenged 

either the constitutionality of the tax or the court's finding that plaintiff 
22 A-1331-17T3

undisputedly derived receipts from New Jersey sources, Preserve, 30 N.J. Tax 

at 161, we affirm the court's holding that plaintiff was subject to the CBT under 

the plain language of N.J.S.A. 54:10A-2.

Plaintiff's arguments predicated on the regulations promulgated by the 

Director pursuant to N.J.S.A. 54:10A-27 lack sufficient merit to warrant 

discussion in a written opinion. R. 2:11-3(e)(1)(E). We affirm substantially for 

the reasons expressed by Judge Sundar in her well-reasoned written opinion.

Affirmed.