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Case 14-35043-Bjh11 Doc 1247 Filed 05/10/16 Entered 05/10/16 18:20:56 Page 1 of 459 Case 14-35043-bjh11 Doc 1247 Filed 05/10/16 Entered 05/10/16 18:20:56 Page 1 of 459 The following constitutes the ruling of the court and has the force and effect therein described. Signed May 10, 2016 United States Bankruptcy Judge ______________________________________________________________________ IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 14-35043-BJH § (Chapter 11) SAMUEL EVANS WYLY, et al., § § JOINTLY ADMINISTERED DEBTORS. § § Related to ECF Nos. 4, 75, 516, 923, & § 938 MEMORANDUM OPINION Case 14-35043-bjh11 Doc 1247 Filed 05/10/16 Entered 05/10/16 18:20:56 Page 2 of 459 I. JURISDICTION, AUTHORITY, AND VENUE ............................................................... 2 II. PRELIMINARY MATTERS.............................................................................................. 2 A. Factual and Computation Stipulations of the Parties ....................................................... 2 B. Facts Found Due to this Court’s Application of Collateral Estoppel ............................... 3 C. United States’ Motion to Exclude the Expert Report, Opinions, and Testimony of Joshua S. Rubenstein ....................................................................................................... 6 D. Dee’s Motion for Partial Summary Judgment ................................................................ 17 III. FACTUAL AND PROCEDURAL HISTORY ................................................................ 17 IV. LEGAL ANALYSIS ......................................................................................................... 30 A. Burden of Proof .............................................................................................................. 30 Bankruptcy Law Burden of Proof – In General ............................................... 30 Prima Facie Validity under Bankruptcy Rule 3001(f) ................................... 31 Have the Debtors Raised Evidence of a Probative Force Equal to that of the Proofs of Claim? ................................................................................. 36 Tax Law Burden of Proof—In General ............................................................ 38 Gift Tax Deficiencies and the Presumption of Correctness ........................... 39 (1) Is the IRS’ Determination “Arbitrary and Erroneous?” .......................... 40 (2) Burden Shifting under 26 U.S.C. § 7491 .................................................. 43 Fraud Penalties for Income Tax and Gift Tax Underpayments ..................... 47 International Failure to File Penalties ............................................................ 49 The Debtors’ Defenses ..................................................................................... 49 Reasonable Cause Defenses ........................................................................... 49 Dee’s Innocent Spouse Defense ..................................................................... 50 B. Was the Debtors’ Underpayment of Income Taxes Due to Fraudulent Intent? ............. 52 Relevant Statutes and Badges of Fraud ............................................................ 55 The Complexity of the Offshore System ....................................................... 59 The Wylys’ Willingness to Commit Securities Fraud to Preserve the Secret Offshore System and to Maintain its Tax Advantages. ..................... 78 The Failure to Take Action to Resolve the Conflicting Advice Sam and Charles Received Regarding the 1992 IOM Trusts ....................................... 84 The Creation of False Documents to Support the Settling of IOM Trusts in 1994 and 1995 to Attempt to Obtain Favorable Tax Benefits for the Wylys ............................................................................................................. 87 Case 14-35043-bjh11 Doc 1247 Filed 05/10/16 Entered 05/10/16 18:20:56 Page 3 of 459 The Treatment of the Offshore System as the Wyly Family Piggy Bank .... 98 The Planned Insolvency of Various IOM Corporations that Owed Annuity Obligations .................................................................................... 110 Understatement of Income ........................................................................... 126 Concealment of Income or Assets ............................................................... 133 Offering False or Incredible Testimony ....................................................... 133 Offering Implausible or Inconsistent Explanations of Behavior ................. 137 Filing False Documents. .............................................................................. 142 Failure to Cooperate with Taxing Authorities. ............................................ 153 C. Was Dee Willfully Blind? ............................................................................................ 155 D. Is Dee Entitled to the Benefits of the Innocent Spouse Defense? ................................ 159 E. Did Sam Establish his Reasonable Cause Defense to the Imposition of Fraud Penalties for His Income Tax Underpayments? ........................................................... 177 The Defense in General .................................................................................. 177 The 1992 Private Annuity Transactions ......................................................... 185 The Settlement of the Bessie IOM Trust and the La Fourche IOM Trust and their Proper Characterization ................................................................... 203 The 1996 Private Annuity Transactions ......................................................... 208 Alleged Reliance on French ........................................................................... 216 F. Were Gifts Made to the Wylys’ Children? ................................................................... 230 The Relevant Standards .................................................................................. 230 Defining a Gift ............................................................................................. 230 Determining the Underlying Substance of the Transaction ......................... 232 (1) The Economic Substance Doctrine ......................................................... 233 (2) The Substance Over Form Doctrine ....................................................... 234 (3) The Step Transaction Doctrine ............................................................... 234 Understanding the Transactions Alleged to be Gifts by Sam to His Children .......................................................................................................... 235 Formation and Funding of the Cayman LLCs ............................................. 235 The Real Estate Holdings ............................................................................. 239 Liquidation of the Cayman LLCs ................................................................ 245 Analysis of Alleged Gifts Made by Sam ........................................................ 246 Cash Used to Purchase, Improve, and Maintain the Cottonwood Ventures I and II Properties ......................................................................... 247 Case 14-35043-bjh11 Doc 1247 Filed 05/10/16 Entered 05/10/16 18:20:56 Page 4 of 459 Cash and Other Assets that were Transferred Into the Cayman LLCs ....... 258 (1) The Interests in IOM Real Estate Companies ........................................ 258 (2) Cash and Other Financial Assets Transferred to the Cayman LLCs ..... 262 Understanding the Transactions Alleged to be Gifts by Dee to Her Children .......................................................................................................... 265 Stargate Horse Farm .................................................................................... 265 Little Woody (LL Ranch) ............................................................................ 267 Analysis of the Alleged Gifts Made by Dee ................................................... 269 Cash Used for the Purchase, Maintenance, Improvement, and Upkeep of the Stargate Horse Farm and Little Woody (LL Ranch) Real Estate Properties ..................................................................................................... 269 The Promissory Note Due to Dee from the Caroline D. Wyly Irrevocable Trust ............................................................................................................. 274 (1) Overview of the Transaction .................................................................. 274 (2) Analysis of the Alleged Gift Made by Dee ............................................ 279 (3) Is Dee Liable for Fraud Penalties on her Gift? ....................................... 284 G. Are Penalties Owing for the Failure to File Forms 3520, 3520-A, and 5471? ............ 286 1. Introduction .................................................................................................... 286 2. Statutory Overview ......................................................................................... 287 § 6038 and Failures to File Form 5471 ........................................................ 290 § 6048(b) and Failures to File Form 3520-A ............................................... 295 § 6048(c) and Failures to File Form 3520 ................................................... 296 (1) In General ............................................................................................... 296 (2) Annuity Payments .................................................................................
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