The adversary trial was held September 27, 1994. Upon receipt of post-petition briefs and responses, the matter was taken under advisement. Debtor sets forth several arguments for his conclusion that the Partnership was not the employer of the Downtowner employees when the taxes were assessed. He argues the Partnership had assigned its interest to Omnitek as the Managing Trustee, the purchase agreement was not in accord with the trust documents later signed, the purchase agreement exceeded the authority of the Partnership, and Debtor was not a partner when the purchase agreement was signed. The employer is liable to the government for these taxes, not to any person.
Responsibility is intended to be placed at the point of control.
Facts to weigh more heavily include who had meaningful control of the business, including who had control over the wages paid to employees. Form should not be elevated over substance. An employer may include a partnership, as well as the general partners of a partnership. Executed documents between the Partnership and Royal Bar displaced Royal Bar as the employer. No principal of Royal Bar continued in a manager or employer capacity during that time.