*

The Honorable Daniel M. Friedman, Senior Circuit Judge of the United States Court of Appeals

for the Federal Circuit, sitting by designation.

RECOMMENDED FOR FULL-TEXT PUBLICATION

Pursuant to Sixth Circuit Rule 206

File Name: 09a0072p.06

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT _________________

UNITED STATES OF AMERICA,

Plaintiff-Appellee,

v.

DETROIT MEDICAL CENTER,

Defendant-Appellant.

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No. 07-1602

Appeal from the United States District Court

for the Eastern District of Michigan at Detroit.

No. 05-71722—Arthur J. Tarnow, District Judge.

Argued: April 30, 2008

Decided and Filed: February 26, 2009 

Before: BATCHELDER, SUTTON, and FRIEDMAN, Circuit Judges.*

_________________

COUNSEL

ARGUED: Charles N. Raimi, DETROIT MEDICAL CENTER, Detroit, Michigan, for

Appellant. Teresa E. McLaughlin, UNITED STATES DEPARTMENT OF JUSTICE,

Washington, D.C., for Appellee. ON BRIEF: Charles N. Raimi, DETROIT MEDICAL

CENTER, Detroit, Michigan, Dennis M. Haffey, DYKEMA GOSSETT, Bloomfield

Hills, Michigan, for Appellant. Teresa E. McLaughlin, UNITED STATES

DEPARTMENT OF JUSTICE, Washington, D.C., for Appellee. Ted T. Martin,

BAKER & HOSTETLER, Cincinnati, Ohio, for Amici Curiae.

_________________

OPINION

_________________

FRIEDMAN, Circuit Judge. The ultimate question in this case is whether the

Social Security Act covers physicians participating as medical residents in a graduate

1
No. 07-1602 United States v. Detroit Medical Center Page 2

training program conducted by a hospital group jointly with a university. The issue

arises in a suit by the United States against the hospital group to collect social security

taxes under the Federal Insurance Contributions Act (“FICA”) on the stipends the

hospital group pays to the residents. The district court granted summary judgment for

the United States, ruling (1) that the stipends were wages and not scholarships or

fellowships, and therefore not exempt from income tax, and (2) that the residents did not

qualify for the exemption from social security tax for “students.” We affirm in part,

vacate in part and remand the case to the district court for further proceedings.

I

The appellant, Detroit Medical Center (“Detroit Medical”), operates seven

hospitals in the Detroit metropolitan area. It sponsors a graduate medical training and

education program jointly with Wayne State University (“Wayne State”). This program

provides training to medical residents in numerous areas of medicine. In Michigan, two

years of post-graduate medical training are required before a doctor can take a state

medical board examination.

Each resident signs a Residency Agreement that contractually sets forth the

duties and responsibilities of Detroit Medical, Wayne State, and the resident. The

resident agrees, among other things, to “provide care commensurate with his or her level

of advancement and general competence” and to “assume responsibility for teaching and

supervising other residents or students.” Detroit Medical gives the resident an annual

stipend of slightly more than $40,000 and also agrees to provide “living quarters” for

residents on call, meals to “on-call resident[s] required to spend the night” and liability

insurance. Detroit Medical receives funding for its residency program from Medicare,

Medicaid and Blue Cross. It does not charge patients for the care the residents provide.

The residents are supervised by a large number of physicians who are on the

Wayne State faculty. The program is conducted in conformity with the standards

promulgated by the Accrediting Council for Graduate Medical Education.
No. 07-1602 United States v. Detroit Medical Center Page 3

In its federal returns for 1995 to 2003, Detroit Medical paid social security taxes

on its medical residents’ stipends. In 2004, Detroit Medical sought a refund of the taxes

it paid for three quarters of 2003, which the United States granted. On further review,

however, the government concluded that the refunds had been erroneous. The United

States sued Detroit Medical in the United States District Court for the Eastern District

of Michigan to recover those refunds totaling more than $15 million. Detroit Medical

counterclaimed for the social security taxes on the stipends it had paid for 1995 through

1997 and 2002 and 2003.

In a 30-page opinion, the district court granted the government’s motion for

summary judgment, awarded the government the amounts it had refunded, and dismissed

Detroit Medical’s counterclaim.

The court first held that the stipends paid to the residents were “wages,” not

“scholarships” or “fellowships” that allegedly are not subject to social security taxes.

The court stated that “the residents’ stipends are given as a substantial quid pro quo for

patient care” because “residents are contractually required to perform valuable patient

care services.” It also ruled that because the stipends are an “all or nothing proposition,”

i.e., residents are required to care for patients in order to receive the stipends, no portions

of them could be excluded from taxation as attributable to the time spent in actions other

than patient care.

The court then held that the residents were not “students” “at a school, college,

or university” who, under the statute, would be exempt from social security taxes. The

court held that both the statutory provisions and the relevant Treasury Regulations are

ambiguous on whether Detroit Medical’s residents qualify for the student exemption and

that resort to the legislative history therefore was appropriate. The court “f[ou]nd that

permitting medical residents to qualify for the student exception would lead to just such

result that is inconsistent with the intent of Congress. That is, medical interns would be

covered by FICA whereas medical residents would not.”
No. 07-1602 United States v. Detroit Medical Center Page 4

II

Although this is a tax case, the underlying question is whether the Social Security

Act covers Detroit Medical’s residents. 

In determining the meaning of the applicable provisions of the Internal Revenue

Code, the Supreme Court has pointed out: “The very specificity of the exemptions ...

and the generality of the employment definitions indicates that the terms ‘employment’

and ‘employee,’ are to be construed to accomplish the purposes of the legislation ...a

constricted interpretation of the phrasing by the courts ... would invite adroit schemes

by some employers and employees to avoid the immediate burdens at the expense of the

benefits sought by the legislation.” United States v. Silk, 331 U.S. 704, 711-12 (1947)

(footnote omitted). As this court stated in St. Luke’s Hosp. Ass’n v. United States, 333

F.2d 157, 164 (6th Cir. 1964), “in dealing with the beneficent purposes of the Social

Security Act, this court generally favors that interpretation of statutory provisions which

calls for coverage rather than exclusion.” Also relevant are the well-settled principles

that ”exemptions from taxation are to be construed narrowly,” Bingler v. Johnson, 394

U.S. 741, 752 (1969) and “do not rest upon implication,” U.S. Trust Co. v. Helvering,

307 U.S. 57, 60 (1939), but “must be unambiguously proved,” United States v. Wells

Fargo Bank, 485 U.S. 351, 354 (1988). In construing and applying those provisions,

therefore, we must keep in mind that the underlying question is whether Congress

intended the Social Security Act to cover Detroit Medical’s residents. 

III

A. Section 3101 of Title 26 of the United States Code imposes a tax on the

“wages” of employees for “old-age, survivors and disability insurance and hospital

insurance.” Section 3111 imposes a similar tax on employers on the “wages” they pay.

“Wages” are defined in § 3121(a) as “all remuneration for employment” (with certain

exceptions not here involved), and “employment” is defined in § 3121(b) as “any

service, of whatever nature, performed by an employee for the person employing him

...except that such terms shall not include -------.” This is followed by a number of

exceptions, one of which for “students” we discuss in Part IV, below.
No. 07-1602 United States v. Detroit Medical Center Page 5

Detroit Medical contends that its residents’ stipends are “scholarships” or

“fellowships,” which a statutory provision provides are not part of “gross income,” and

as such are not subject to FICA taxes. 

Section 117 of Title 26 provides in relevant part:

(a) General rule. Gross income does not include any amount received

as a qualified scholarship by an individual who is a candidate for

a degree at an educational organization described in section

170(b)(1)(A)(ii).

(b) Qualified Scholarship. For purposes of this section -- 

(1) In general. The term “qualified scholarship” means any amount received by

an individual as a scholarship or fellowship grant to the extent the individual

establishes that, in accordance with the conditions of the grant, such amount was

used for qualified tuition and related expenses.

... 

(c) Limitation.

Subsections (a) and (d) shall not apply to that portion of any amount received

which represents payment for teaching, research, or other services by the student

required as a condition for receiving the qualified scholarship or qualified tuition

reduction.

Section 170(b)(1)(A)(ii) refers to “an educational organization which normally

maintains a regular faculty and curriculum and normally has a regularly enrolled body

of pupils or students in attendance at the place where its educational activities are

regularly carried on.”

In other words, for Detroit Medical’s residents’ “stipends” to constitute

“qualified scholarships” that are not part of gross income, the amounts must have been

“used for qualified tuition and related expenses” and the residents must have been

“candidate[s] for a degree at an educational organization” that “normally maintains a

regular faculty and curriculum and normally has a regularly enrolled body of pupils or

students in attendance at a place where its educational activities are regularly carried

on.”
No. 07-1602 United States v. Detroit Medical Center Page 6

Detroit Medical’s theory apparently is that if the stipends are “scholarships” or

“fellowships” and therefore not part of “gross income” under § 117, then they were not

“wages” subject to FICA taxes under § 3101 and § 3111. That is an arguable and

perhaps a persuasive position, but the conclusion does not automatically follow from the

premises. Congress could have determined that although it would not include

“scholarships” in “gross income” (and therefore not subject them to the income tax),

they would be subject to FICA taxes. We need not resolve that question here, however,

since we conclude that Detroit Medical has not established that the stipends were

“scholarships” or “fellowships” under § 117.

B. In Bingler v. Johnson, supra, the Supreme Court considered the application

of these provisions in an earlier version of § 117 to an employer program under which

the employees were given paid “educational leave” for postgraduate education. The

Court upheld as valid a Treasury regulation that “limits the definitions of ‘scholarship’

and ‘fellowship’ so as to exclude amounts received as ‘compensation,’” 394 U.S. at 748.

The Court held that the definitions of those terms in the regulation “comport[ed] ... with

the ordinary understanding of ‘scholarships’ and ‘fellowships’ as relatively disinterested,

‘no-strings’ educational grants, with no requirement of any substantial quid pro quo from

the recipients.” Id. at 751. The Court ruled that “the jury here properly found that the

amounts received by the respondents were taxable ‘compensation’ rather than excludable

‘scholarships.’” Id. at 755-56, footnote omitted. The Court explained:

most importantly, Westinghouse [the employer] unquestionably extracted

a quid pro quo. The respondents not only were required to hold positions

with Westinghouse throughout the ‘work-study’ phase of the program,

but also were obligated to return to Westinghouse’s employ for a

substantial period of time after completion of their leave. The thrust of

the provision dealing with compensation is that bargained-for payments,

given only as a ‘quo’ in return for the quid of services rendered - whether

past, present, or future - should not be excludable from income as

‘scholarship’ funds.

Id. at 757-58, footnotes omitted.

In the present case, the residents also gave Detroit Medical a quid pro quo in

return for their stipends. The principal quid they furnished was the provision of patient
No. 07-1602 United States v. Detroit Medical Center Page 7

care services. Another item was teaching and supervision of other residents or students.

The benefit the residents provided to Detroit Medical was substantial. If there had been

no residents to provide patient care, presumably the hospitals would have been required

to hire other physicians to do so. Cf. Rockswold v. United States, 620 F.2d 166, 169 (8th

Cir. 1980) (amounts paid to physicians in advanced graduate medical degree programs

at university not excludable from gross income as fellowship grant because “the payment

was made as quid pro quo for the services rendered” and “there was sufficient evidence

for the district court finding that the purpose of the fellowship grants was reimbursement

for services and therefore there was quid quo pro.”).

The quid in this case was somewhat different from that in Bingler in that here,

in addition to benefitting Detroit Medical, the resident’s activities also were part of their

post-graduate training and education. In Bingler, on the other hand, the quid was solely

for the benefit of the employer. This distinction, however, is not a valid basis for not

applying the quid-pro-quo standard there enunciated. Since the residents were required

to provide both the patient care and teaching services, the stipends cannot be viewed as

“‘no strings’ educational grants, with no requirement of any substantial quid pro quo

from the recipients” that characterizes “scholarships” and “fellowships.” Bingler, 394

U.S. at 751.

C. Detroit Medical’s argument has other fatal flaws. To qualify as a scholarship,

the stipend must be paid to an individual “who is a candidate for a degree at an

educational organization.” 26 U.S.C. § 117(a). Detroit Medical’s residents, however,

are not candidates for a degree. Upon completing the residency, the resulting

recognition is not a degree but a certificate that enables the resident to take the specialty

board examination. Moreover, for the stipend to be a “qualified scholarship” under

§ 117(b)(1), it must have been “used for qualified tuition and related expenses.” Detroit

Medical’s residents, however, do not pay tuition to either the hospital at which they work

and train, or to Wayne State University. Detroit Medical “admit[ed]” that ”[t]here were

no restrictions placed on the use of the stipends paid to residents ... .”
No. 07-1602 United States v. Detroit Medical Center Page 8

Moreover, since the residents are required to perform the services as a condition

of receiving the stipends, the latter would be “services by the student required as a

condition for receiving” the money, which under 26 U.S.C. § 117 (c) precludes it from

being a “scholarship” or “fellowship.” 

In sum, the characteristics of the stipends Detroit Medical’s residents received

and the statutory provisions governing scholarships under the tax code establish that the

stipends are not scholarships or fellowships under § 117.

IV

The remaining question is whether the residents qualify as “students” under 26

U.S.C. § 3121(b)(10), which is one of the exemptions from FICA taxes imposed on

wages of employees. Section 3121(b)(10) exempts from FICA taxes “service performed

in the employ of a school, college, or university if such service is performed by a student

who is enrolled and regularly attending classes at such school, college or university.”

At issue, then, is “[w]hether a medical resident is a ‘student’ and whether he is

employed by a ‘school, college, or university,’” which “depend on the nature of the

residency program in which the medical residents participate and the status of the

employer.” United States v. Mount Sinai Med. Ctr. of Fla., 486 F.3d 1248, 1252 (11th

Cir. 2007). Although the student exception has two prongs—whether the individual is

a “student” and whether such student is “enrolled and regularly attending classes” at a

“school, college, or university”—these two elements are interrelated and affect each

other. 

The statute does not define “student” but merely specifies where and how the

student must be studying for the exemption to apply. We assume that in the absence of

a congressional definition of “student,” this common word in § 3121 was intended to

have its usual and ordinary meaning of a person pursuing studies at an appropriate

institution, which the Act defines as a “school, college, or university” for the purposes

of the exemption. See Williams v. Taylor, 529 U.S. 420, 431-32 (2000) (Courts must

give words “their ordinary, contemporary, common meaning, absent an indication
No. 07-1602 United States v. Detroit Medical Center Page 9

Congress intended them to bear some different import.”). Building on this general

definition, the pertinent Treasury regulation says that “[a]n employee who performs

services in the employ of a school, college, or university, as an incident to and for the

purpose of pursuing a course of study at such school, college, or university has the status

of a student in the performance of such services.” 26 C.F.R. § 31.3121(b)(10)-2(c)

(2003) (emphasis added).

To determine whether the doctors in Detroit Medical’s residency program are

students, we thus need to know what the residents in the program do and under what

circumstances. Yet throughout this case and in related cases in other jurisdictions, the

government has taken the position that this kind of fact development plays no role in the

inquiry. See Mount Sinai, supra; University of Chicago Hosp. v. United States, 545 F.3d

564 (7th Cir. Sept. 23, 2008). As the government sees the issue, all residents in all

medical residencies are not students—that as a per se matter a resident can never be a

student. 

While the meaning of “student” indeed is a legal issue, the question whether

residents at the Detroit Medical Center come within the term is not. Before the district

court, the Medical Center argued that a facts–and-circumstances test governs this inquiry

and filed a motion under Rule 56(f) of the Federal Rules of Civil Procedure to permit

additional fact development before the court resolved this issue. While we have some

sympathy with the district court’s decision to move ahead with the case based on the

many facts that already had been developed and we remain quite open to the possibility

that this case still can be resolved through summary judgment, our deliberations have

prompted us to conclude that our decision in this case would be better informed if the

parties were given additional time to supplement the record. In particular, it would be

helpful if they could present evidence (preferably agreed-upon facts) about these points:

(1) how many hours a week does a typical resident spend at the hospital; (2) how many

hours a week does a typical resident spend in the classroom; (3) what other

responsibilities does a typical resident have under the program and how much time on

average do they take each week; (4) how is a typical resident’s time spent at the hospital:
No. 07-1602 United States v. Detroit Medical Center Page 10

Is it all spent providing patient care and supervising other residents and nursing

providing patient care (or being on call to do these things), or does it include other

activities and, if so, what are they and how much time do they typically take each week;

(5) what role do professors from Wayne State University play in supervising residents

while they provide patient care at the Medical Center; (6) who employs the residents:

the Detroit Medical Center, Wayne State University or some combination of the two;

and (7) if the student exception applies to the residents, is there any other state or federal

program under which the residents or their families would be (or would have been)

eligible for disability or survivor benefits of the kind provided by the Social Security

program?

In identifying these issues, we do not limit the parties in developing the record

in other ways. And nothing we have said limits the district court from reaching a

similar, or for that matter different, conclusion in resolving a future summary-judgment

motion. Given, however, that the parties already have developed the record extensively,

that this case has been pending for some time and that other district courts within the

circuit await our guidance on the point, we urge the parties to supplement the record

promptly, ask the district court to resolve any summary-judgment motions promptly and

suggest that, if the losing party has a right of appeal, it seek expedited appellate review,

which this panel will do its best to decide promptly. 

CONCLUSION

For these reasons, we affirm the district court’s resolution of the “qualified

scholarship” exception to FICA, vacate its resolution of the “student” exception to FICA

and remand the case to the district court for further proceedings consistent with this

opinion.