Comerica, Inc. v. Department of Treasury

Summary

The Michigan Supreme Court held that tax credits assigned to a Comerica subsidiary passed by operation of law to another subsidiary when the banks merged under the Michigan Banking Code. Because the transfer was not an assignment, the Single Business Tax Act's prohibition on subsequent assignments did not bar Comerica from claiming the credits for tax years 2008–2011. The Court affirmed the Court of Appeals and held that the Tax Tribunal erred by granting the Department of Treasury partial summary disposition.

Holdings

1. Tax credits lawfully acquired by Comerica's Michigan bank subsidiary passed by operation of law under MCL 487.13703(1) to Comerica's Texas bank subsidiary when the banks merged.
2. The SBTA provisions prohibiting an assignee from subsequently assigning credits did not bar the credits from passing to the Texas bank by operation of law.
3. The negative-implication canon did not apply because the SBTA's express regulation of assignments did not establish that the Legislature intended to regulate every other method by which credits could change hands.
4. Even assuming the strict-construction canon applies to statutes regulating possession of tax credits, it is a last-resort rule and did not apply because the SBTA's meaning was discernible through ordinary interpretive methods.

Questions Presented

1. Whether tax credits lawfully assigned to a Michigan bank subsidiary passed to a Texas bank subsidiary by operation of law when the banks merged.
2. Whether the Single Business Tax Act's prohibition on an assignee's subsequent assignment of credits explicitly or implicitly barred the credits from passing through the merger.
3. Whether the negative-implication canon, expressio unius est exclusio alterius, required treating the SBTA's regulation of assignments as a prohibition on other forms of credit transfer.
4. Whether the canon of strict construction against tax exemptions required construing the SBTA provisions against Comerica.

Disposition

affirmed