IRS v. Orr

Revised July 26, 1999

UNITED STATES COURT OF APPEALS
For the Fifth Circuit

No. 98-40170

In The Matter Of: JOHN DAVIS ORR,

Debtor.

------------------------

INTERNAL REVENUE SERVICE,

Appellee,

VERSUS

JOHN DAVIS ORR,

Appellant.

Appeal from the United States District Court
for the Southern District of Texas
July 12, 1999

Before SMITH, DeMOSS, and STEWART, Circuit Judges.

DeMOSS, Circuit Judge:

A spendthrift trust beneficiary who extinguished personal

federal tax liabilities through bankruptcy now appeals the

determination by the district court that distributions from the

trust are subject to a prebankruptcy federal tax lien until the tax
liability is satisfied. The district court’s order conclusively

settles a discrete issue within the bankruptcy case, and is

appealable pursuant to 28 U.S.C. § 158(d). We conclude that the

federal tax lien on income distributions from this Texas

spendthrift trust attached to future distributions at the time of

the creation of the lien, and not as of the time each distribution

was made. The lien thus predates and survives the bankruptcy. The

judgment below is, therefore, affirmed.

I.

On April 24, 1965, Unis Chapman Eichelberger executed a

document entitled “Unis Chapman Eichelberger Chapman Ranch Trusts”

(“Trust Document”). Eichelberger’s grandson, John Davis Orr, is

the named principal beneficiary of the Unis Chapman Eichelberger

Chapman Ranch Trust I (“Trust”), described in the Trust Document.

The Trust provides that Orr, after reaching the age of thirty,

shall receive “all of the net income of the trust . . .

distributed . . . annually or at more frequent intervals.” The

Trust lasts for Orr’s life and then terminates. Orr has limited

testamentary power over the distribution of the Trust’s property

after his death, but if Orr does not exercise this power the

property is distributed to Orr’s then-living descendants, and if no

such persons exist, to charity. The spendthrift provision reads as

follows:

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 No trust assets or income shall be liable for the
debts of any beneficiary, nor subject to seizure
under any judicial writ or proceeding. No
beneficiary shall have the power to give, grant,
sell, assign, transfer, mortgage, pledge, encumber,
or in any manner to anticipate or dispose of the
interest in the trust estate or its income or to
dispose of the interest in the trust estate or its
income or to dispose of any trust property until it
has been actually delivered to him in accordance
with the terms hereof, except that the foregoing
shall in no manner restrict the authority otherwise
granted to any trustee who is a beneficiary to
distribute the trust property as provided herein.

Despite the generous provisions made for him by his

grandmother, Orr has encountered financial difficulties. He filed

for bankruptcy relief under Chapter 7 on November 1, 1995, and

received his discharge on May 21, 1996. He has received no

distributions from the Trust since filing for bankruptcy relief.

And, most pertinent to the present controversy, he had previously

run afoul of the Internal Revenue Service by failing to pay income

taxes.

Orr failed to file his federal income tax returns for 1984

through 1991. After examination, the IRS and Orr agreed to the

amount of tax and signed a Form 4549-CG, Income Tax Examination

Changes, consenting to assessment and collection on October 1,

1992. On October 26, 1992, the IRS assessed the taxes, penalties,

and interest reflecting the consent. Despite notice and demand,

Orr’s federal income tax liabilities for the taxes assessed on

October 26, 1992 (to the date of the bankruptcy petition) were as

follows:

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 Year Amount
1984 $160,062.08
1985 63,126.91
1986 88,018.08
1987 79,723.98
1988 141,729.83
1989 29,435.00
1990 45,436.27
1991 23,842.35

Notices of federal tax liens were filed in the personal and

real property records of Nueces County, Texas for the 1984 through

1991 income tax liabilities on January 11, 1993. Orr also owed

federal income taxes on the date of petition for 1992 in the amount

of $2.69. Notices of federal tax liens were filed in the personal

and real property records of Nueces County for the 1992 income tax

liability on December 28, 1993. At the times the notices of

federal tax liens were filed, Orr was a resident of Nueces County.

Orr filed this adversary action to determine the answer to one

stipulated issue: “Whether the Internal Revenue Service’s Notices

of Federal Tax Lien attached to any interest of Debtor in the Unis

Chapman Eichelberger Chapman Ranch Trust I to secure the payment of

Debtor’s federal income tax liabilities for 1984 through 1992?”

The parties agree that Orr can be granted a personal discharge from

his federal tax liability for 1984 through 1991 pursuant to 11

U.S.C. § 727, but not for his liability for 1992. Furthermore, the

parties stipulated that the federal tax liens attached to Orr’s

property or interests in property in existence at the time of his

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bankruptcy filing are not dischargeable as to the property to which

they attached. There is no stipulation as to whether the federal

tax liens attached or attaches to any of Orr’s interest in the

Trust or its assets, or that Orr has or had an interest in the

Trust or its assets.

Orr prevailed in the bankruptcy court. The IRS appealed to

the district court, which reversed the bankruptcy court. Orr now

appeals the judgment of the district court.

II.

Counsel were instructed to brief the question of “[w]hether

the order from which appeal is taken in the bankruptcy case is a

final order for purposes of appeal.” The parties agree that this

Court may properly exercise its appellate jurisdiction, invoking

the grant of jurisdiction in 28 U.S.C. § 158(d). That statute

provides that “[t]he courts of appeals shall have jurisdiction of

appeals from all final decisions, judgments, orders, and decrees

entered under subsections (a) and (b) of this section.” 28 U.S.C.

§ 158(d). Subsection (a) provides for the appellate jurisdiction

of district courts over inter alia, “final judgments, orders, and

decrees . . . of bankruptcy judges.” (Subsection (b), which is

inapplicable in this case, pertains to the jurisdiction of

bankruptcy appellate panels.)

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 Orr prevailed on his motion for summary judgment in the

bankruptcy court, based on his contention that the tax liens do not

attach to his post-discharge income distributions from the Trust.

In the context of a bankruptcy proceeding, this grant of summary

judgment qualified as a “final order” reviewable by the district

court. This Court has explained:

A [bankruptcy] case need not be appealed as a
“single judicial unit” at the end of the entire
bankruptcy proceeding, but the order must
constitute a “‘final determination of the rights of
the parties to secure the relief they seek in this
suit,’” or the order must dispose of a discrete
dispute within the larger bankruptcy case for the
order to be considered final.

Texas Extrusion Corp. v. Lockheed Corp. (In re Texas Extrusion

Corp.), 844 F.2d 1142, 1155 (5th Cir. 1988) (internal citations

omitted). There is, therefore, a lower threshold for meeting the

“final judgments, orders, and decrees” appealability standard under

28 U.S.C. § 158(a) than there is for the textually similar “final

decisions” appealability standard under 28 U.S.C. § 1291. In this

case, the decision of the bankruptcy court resolved all dispositive

issues pertaining to the discrete dispute concerning the post-

discharge viability of pre-discharge federal tax liens on Orr’s

interest in the Trust, and therefore was ripe for appeal to the

district court.

Likewise, the district court’s reversal of the bankruptcy

court is reviewable by the court of appeals pursuant to 28 U.S.C.

§ 158(d). Review of “final decisions, judgments, orders, and

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decrees” under § 158(d) is more akin to review of “final decisions”

under § 1291 in nonbankruptcy appeals, whereby “[a] decision is

final when it ‘ends the litigation on the merits and leaves nothing

for the court to do but execute the judgment.’” Briargrove

Shopping Ctr. Joint Venture v. Pilgrim Enters., Inc., 170 F.3d 536,

539 (5th Cir. 1999) (quoting Askanase v. Livingwell, Inc., 981 F.2d

807, 810 (5th Cir. 1993) (quoting Coopers & Lybrand v. Livesay, 437

U.S. 463, 467, 98 S. Ct. 2454 (1978))). But even under § 158(d),

“this court’s determination of whether an order is final (and

therefore appealable) is more liberal in the bankruptcy context”

than under § 1291. See Lentino v. Cage (In re Lentino), No.

98-20626, 1999 WL 77140, at *2 (5th Cir. Mar. 5, 1999) (summary

calendar).

If this adversary proceeding stood alone as an independent

case, it would be appealable even under the higher standard of

§ 1291. Now that the district court has overruled the bankruptcy

court and ordered “that IRS’ lien shall attach to all income

distributions made to Orr from the spendthrift trust at issue,”

there is nothing left for the bankruptcy court to do. Hence, the

matter is sufficiently “final” for appellate review.

III.

Orr is the beneficiary of a spendthrift trust. Texas law has

historically respected the validity of spendthrift trusts. See,

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e.g., Caples v. Buell, 243 S.W. 1066 (Tex. Comm’n App. 1922); see

generally 72 Tex. Jur. 3d Trusts §§ 37-42 (1990). The state

specifically acknowledges the validity of spendthrift trusts by

statute. See Tex. Prop. Code Ann. § 112.035 (Vernon 1995).

The creation of a trust involves the separation of legal and

equitable ownership of property. The trustee is the legal owner of

the corpus of a spendthrift trust; the beneficiary is the equitable

owner. See, e.g., Burns v. Miller, Hiersche, Martens & Hayward,

P.C., 948 S.W.2d 317, 322 (Tex. App.--Dallas 1997, writ denied).

The tax liens at issue in this case were created pursuant to

26 U.S.C. § 6321, which provides:

If any person liable to pay any tax neglects
or refuses to pay the same after demand, the amount
(including any interest, additional amount,
addition to tax, or assessable penalty, together
with any costs that may accrue in addition thereto)
shall be a lien in favor of the United States upon
all property and rights to property, whether real
or personal, belonging to such person.

26 U.S.C. § 6321. “Stronger language could hardly have been

selected to reveal a purpose to assure the collection of taxes.”

Glass City Bank v. United States, 326 U.S. 265, 267, 66 S. Ct. 108,

110 (1945). “Congress meant to reach every interest in property

that a taxpayer might have.” United States v. National Bank of

Commerce, 472 U.S. 713, 719, 105 S. Ct. 2919, 2924 (1985). The

Supreme Court has construed the language of § 6321 to mean that a

tax lien attaches not only to property owned by the debtor at the

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time the lien attaches, but also to after-acquired property until

the tax liability is satisfied. See Glass City Bank, 326 U.S. at

267-69, 66 S. Ct. at 110-11.

The interaction between federal and state law in this area is

an important facet of our analysis. It is well-settled that in

federal taxation cases, the definition of underlying property

interests is left to state law, but the consequences that attach to

those interests are determined by reference to federal law. See

United States v. Rodgers, 461 U.S. 677, 683, 103 S. Ct. 2132, 2137

(1983); Aquilino v. United States, 363 U.S. 509, 513, 80 S. Ct.

1277, 1280 (1960). Thus, we look to state law to determine the

character of any property right Orr may have in future

distributions from the Trust, but federal law determines whether or

not, and at what point in time, a tax lien may attach to that

property interest. See, e.g., United States v. Bess, 357 U.S. 51,

55-57, 78 S. Ct. 1054, 1057-58 (1958).

A.

The principle of the Glass City Bank case (that a tax lien

attaches to the debtor’s after-acquired property until the tax

liability is satisfied) was long ago extended to include the

attachment of a tax lien to after-acquired distributions from a

spendthrift trust. See United States v. Dallas Nat’l Bank, 152

F.2d 582 (5th Cir. 1945) (hereinafter, Dallas I), appeal after

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remand, 164 F.2d 489 (5th Cir. 1947), appeal after second remand,

167 F.2d 468 (5th Cir. 1948) (hereinafter, Dallas III). The

precise holding of the Dallas opinions is the main bone of

contention in the appeal of Orr’s case, which involves the added

feature of an intervening bankruptcy. Orr’s filing for bankruptcy

relief under Chapter 7 did not affect the validity of any tax lien

the IRS may have had prior to the filing. Ordinarily, liens and

other secured interests survive bankruptcy. See Farrey v.

Sanderfoot, 500 U.S. 291, 297, 111 S. Ct. 1825, 1829 (1991); see

also 11 U.S.C. § 522(c)(2)(B) (“Unless the case is dismissed,

property exempted under this section is not liable during or after

the case for any debt of the debtor that arose . . . before the

commencement of the case, except . . . a tax lien, notice of which

is properly filed[.]”); Isom v. United States (In re Isom), 901

F.2d 744, 745 (9th Cir. 1990) (“The liability for the amount

assessed remains legally enforceable even where the underlying tax

debt is discharged in the bankruptcy proceeding. A discharge in

bankruptcy prevents the I.R.S. from taking any action to collect

the debt as a personal liability of the debtor. . . . [T]heir

property remains liable for a debt secured by a valid lien,

including a tax lien.”). There is no discussion in 11 U.S.C.

§ 541(c)(2) of liens, tax or otherwise, that attach before

bankruptcy discharge. Repeatedly, courts have been willing to

attach liens to post-discharge benefits despite the “fresh start”

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policy of the bankruptcy scheme. See, e.g., Connor v. United

States (In re Connor), 27 F.3d 365 (9th Cir. 1994); In re Wesche,

193 B.R. 76 (Bankr. M.D. Fla. 1996). The IRS therefore has a valid

tax lien against Orr’s interest in the Trust if that lien attached

before Orr’s personal liabilities were extinguished in bankruptcy.

The dispositive issue is, therefore, the question of whether a

federal tax lien in this situation attaches to a spendthrift trust

beneficiary’s equitable interest in the trust itself or to each

individual distribution as it is paid to the beneficiary. Both

parties to this appeal claim support for their respective positions

in Dallas.

Dallas involved a federal tax liability owed by Carolyn

Maxwell, arising from several stock transactions. Mrs. Maxwell was

a resident of England, so the government sought to enforce the tax

liability by imposing a lien on her interest in a spendthrift

trust, of which the Dallas National Bank was trustee. As in the

customary trust arrangement, the trustee possessed legal title to

the trust funds. Mrs. Maxwell received monthly income payments

from the trust. This Court concluded that the government had a

valid lien, and explained the result as follows:

Mrs. Maxwell has no title to the corpus of any
property other than the profits after they have
accrued and have been passed to her account and
made available to her by the Trustee. In other
words, after “the net revenues,” amounting to
approximately $54 per month, accrue, or are set
apart and become payable to her, such net revenues
then belong to her and are then subject to the lien

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 of the Government for taxes, and are available as
an appropriate res in a proceeding in rem by the
Government to have a lien for delinquent taxes
declared and enforced against such revenues.

The Government is entitled to a lien upon
these monthly payments of net revenue in the hands
of the Trustee, by virtue of the law as stated in
26 U.S.C.A.Int.Rev.Code, §§ 3670 and 3671.

Under the holding of [Glass City Bank], that
the lien of the United States attaches to
after-acquired property, we think that such lien
will continue to be fastened on the monthly income
from the trust as it becomes payable to the
taxpayer.

Dallas I, 152 F.2d at 585 (footnote omitted). In a following

appeal (Dallas III), Circuit Judge Edwin R. Holmes of Yazoo City,

Mississippi, noted in a specially concurring opinion that:

The taxpayer is the equitable owner for life
of an undivided interest in Texas realty, which
under local law is not subject to seizure or sale
for ordinary debts incurred by the taxpayer; but
this does not mean that testamentary restraints
against alienation should prevail against the
fastening of a lien for federal income taxes on the
taxpayer’s equitable interest in the trust estate.
We are, in fact, holding the contrary in this case.

Dallas III, 167 F.2d at 469 (Holmes, J., specially concurring).

Orr emphasizes the language in Dallas I that “such lien will

continue to be fastened on the monthly income from the trust as it

becomes payable to the taxpayer,” 152 F.2d at 585 (emphasis

supplied), in support of his contention that no valid lien would

exist until he actually received a distribution from the trust, and

because through bankruptcy he has discharged his personal liability

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for the tax, the lien can no longer continue to attach to future

distributions. See, e.g., Connor, 27 F.3d at 366. The IRS

emphasizes the language in Dallas III indicating that the lien

attaches to Orr’s “equitable interest in the trust estate,” 167

F.2d at 469 (emphasis supplied), and therefore precedes and

survives Orr’s bankruptcy.

The Dallas panels did not need to confront the question

presented by Orr’s case. The trust distributions paid to Mrs.

Maxwell fell into the category of after-acquired property at the

time she received them. There was no bankruptcy, as there is in

this case, to discharge the debtor’s personal liability for the

taxes owed. As Mrs. Maxwell received each new distribution from

the trust, a new § 6321 lien would fasten onto the distribution so

long as she owed the taxes. The law was settled in Glass City Bank

that such after-acquired property became subject to a statutory

federal tax lien on the debtor’s “property,” and thus there was no

need to decide whether the lien could have attached earlier. The

Dallas I opinion specifically invokes Glass City Bank to justify

its result. Thus, the opinion of Judge Holmes (which was not

joined by any other judge) that the tax lien validly attached to

Mrs. Maxwell’s equitable interest in the trust was not necessary to

the decision in that case.

B.

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 The issue addressed by Judge Holmes, specially concurring in

the Dallas III appeal, is squarely presented by Orr’s case, because

the only way the IRS can collect from Orr’s trust distributions is

if the tax lien on future distributions attached before Orr’s

personal liability was discharged through bankruptcy. With the

issue now squarely presented, fifty-one years later, we conclude

that the dictum announced by Judge Holmes was correct. Texas law

recognizes the validity of the Trust’s spendthrift clause. Texas

law acknowledges that a spendthrift trust beneficiary possesses an

equitable ownership interest in the trust corpus. And Texas law

respects the Trust’s bestowal upon Orr of a fully vested right to

receive distributions from the trust on at least an annual basis.

These interests constitute “property” or “rights to property” under

§ 6321, even though the beneficiary does not possess total,

exclusive, fee-simple ownership.

The broad scope of 26 U.S.C. § 6321, encompasses “property” in

this sense, as befits that statute’s purpose of tax collection, see

National Bank of Commerce, 472 U.S. at 719-20, 105 S. Ct. at 2923-

24. Courts have routinely concluded that § 6321 tax liens attach

to other types of equitable interests. See, e.g., Southern Bank v.

IRS, 770 F.2d 1001, 1003, 1009-10 (11th Cir. 1985) (equitable right

of redemption); Runkel v. United States, 527 F.2d 914, 916 (9th

Cir. 1975) (equitable interest in real property); United States v.

Johansson, 447 F.2d 702, 705 (5th Cir. 1971) (equitable lien);

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United States v. Klimek, 952 F. Supp. 1100, 1112 (E.D. Pa. 1997)

(equitable ownership of real property); Bank of Lyons v. Cavanaugh

(In re Cavanaugh), 153 B.R. 224, 228 (Bankr. N.D. Ill. 1993)

(equitable interest in a land trust).*

Moreover, the attachment of the lien in this case is not at

odds with the Texas policy of respecting the wishes of the creator

of a spendthrift trust by enforcing the trust’s anti-alienation

provisions. The wishes of the creator of the spendthrift trust are

to ensure a stream of income for the beneficiary by preventing the

beneficiary from leveraging present purchasing power out of future

payments. The state may (and Texas does) think it advisable to

*
Texas Commerce Bank Nat’l Ass’n v. United States, 908 F.
Supp. 453 (S.D. Tex. 1995), relied upon by Orr, is not to the
contrary. Texas Commerce Bank involved an attempt by the IRS to
levy upon the interest of Ellanor Ann Fondren in a trust in which
payments to her were left to the sole discretion of the trustee
until the year 2002. The court ruled that distributions made to
Fondren in trustee’s discretion did not violate the levy because
Fondren had no interest to which the levy could attach. Unlike the
the spendthrift trust in this case, the discretionary nature of the
trustee’s power in Texas Commerce Bank meant that the beneficiary
had no property or rights to property to which the levy could
attach. And although the trust provided that Fondren would be
entitled to future income distributions that right was “clearly a
contingent, non-vested, and non-determinable right” at the time the
IRS imposed its levy.

We also note that it is not clear from the Texas Commerce Bank
opinion why the Glass City Bank and Dallas principles of tax liens’
attachment to after-acquired property, including distributions from
a spendthrift trust, would not have applied to the trustee’s
distributions to Fondren. In any case, Texas Commerce Bank does
not support Orr’s contention that a vested right to future payments
from a spendthrift trust cannot be property or rights to property
susceptible to attachment by a tax lien.

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respect the wishes of the creator of the trust by enforcing the

spendthrift term. Creditors in Texas are on notice of the

unenforceability of any loan agreement with a trust beneficiary

that purports to grant an interest in future distributions from a

spendthrift trust. The risk of default is thereby placed on the

shoulders of creditors who rely on the spendthrift trustee’s income

stream.

The government does not stand in the shoes of an ordinary

creditor seeking to attach distributions from a spendthrift trust.

Consistent with the imperative nature of tax collection, § 6321

gives the government an advantage over ordinary creditors in

collection matters. Moreover, the rationale for shifting the risk

of default to creditors, who ought to examine the terms of a trust

before agreeing to accept the right to future distributions as

collateral, does not apply to the government, which imposes the

income tax unilaterally and without reference to spendthrift

protections. The wishes of the creator of a spendthrift trust

cannot overcome the government’s need to collect tax and a

spendthrift trust beneficiary’s duty to pay tax. It does not make

sense to permit the spendthrift trust to be a vehicle for tax

immunity.

Though not dispositive of the meaning of “property and rights

to property” under § 6321, we further note that Texas law supports

the classification of Orr’s interest in the Trust as “property.”

In determining the ordinary meaning of the term “property” for the

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purposes of statutory construction, the Supreme Court of Texas has

characterized it as extending to “every species of valuable right

and interest.” State v. Public Util. Comm’n, 883 S.W.2d 190, 200

(Tex. 1994) (citing Womack v. Womack, 141 Tex. 299, 172 S.W.2d 307,

308 (1943)); cf. Tex. Prop. Code Ann. § 111.004(12) (Vernon 1995)

(for purposes of the Trust Code: “‘Property’ means any type of

property, whether real, tangible or intangible, legal, or

equitable. The term also includes choses in action, claims, and

contract rights, including a contractual right to receive death

benefits as designated beneficiary under a policy of insurance,

contract, employees’ trust, retirement account, or other

arrangement.”).

We are aware of authority suggesting that “[i]n enforcing

§ 6321, appellate courts have interpreted ‘property’ or ‘rights to

property’ to mean state-law rights or interests that have pecuniary

value and are transferable.” Drye Family 1995 Trust v. United

States, 152 F.3d 892, 895 (8th Cir. 1998) (citing United States v.

Stonehill, 83 F.3d 1156, 1159-60 (9th Cir. 1996); In re Kimura, 969

F.2d 806, 811 (9th Cir. 1992); In re Terwilliger’s Catering Plus,

Inc., 911 F.2d 1168, 1171-72 (6th Cir. 1990); 21 West Lancaster

Corp. v. Main Line Restaurant, Inc., 790 F.2d 354, 357-58 (3d Cir.

1986); Southern Bank v. IRS, 770 F.2d 1001, 1005 (11th Cir. 1985)),

cert. granted on other grounds, 119 S. Ct. 1453 (1999). We think

this test takes an unnecessarily narrow view of the scope of

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§ 6321. In particular, we know of no controlling authority which

compels the conclusion that transferability is a necessary incident

of “property and rights to property” under the statute. Indeed, a

persuasive scholarly treatment of the question comes to the

opposite conclusion. See Note, Property Subject to the Federal Tax

Lien, 77 Harv. L. Rev. 1485, 1485-87 (1964).

The terms “property and rights to property” have no statutory

definition. This Court has noted in the past that in crafting the

tax lien statute, “Congress did not attempt to define the

commercial cosmos. Rather, it was perfectly willing to let

contemporary transactions be analyzed to determine whether or nor

the delinquent taxpayer had any part of a bundle of rights of

commercial value, to which the tax lien would then attach.”

Randall v. H. Nakashima & Co., Ltd., 542 F.2d 270, 278 (5th Cir.

1976). And it bears repeating that the Supreme Court has held that

“Congress meant to reach every interest in property that a taxpayer

might have.” National Bank of Commerce, 472 U.S. at 719, 105 S.

Ct. at 2924. Each case requires individual consideration, and we

conclude that despite the nontransferability of a spendthrift trust

beneficiary’s interest in the trust, Orr’s interest still possesses

sufficient characteristics of “property” or “rights to property” to

fall within the scope of § 6321.

With reference to Texas law, we conclude that at the time the

liens were filed, Orr possessed equitable and legal rights to

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future income distributions from the Trust. With reference to

federal law, we conclude that those rights constituted “property”

or “rights to property” subject to attachment pursuant to § 6321.

Because the federal tax lien attached to Orr’s rights to future

payments at the time of the filing of the lien, Orr’s subsequent

bankruptcy does not affect the validity of the lien against Orr’s

equitable ownership of the Trust and legal right to receive income

distributions from the Trust. The tax lien is therefore valid

against future income distributions.

IV.

In sum, we conclude that we may exercise appellate

jurisdiction in this case. The subject matter of the appeal is a

discrete issue within a larger bankruptcy case, which was presented

in the context of an adversary action between the parties. The

order of the district court settled the sole issue in contention.

Jurisdiction is proper under 28 U.S.C. § 158(d).

Furthermore, the IRS has a valid lien against future income

distributions to Orr from the Trust. Under state law, Orr

possesses an equitable interest in the trust corpus and legal

entitlement to future income distributions from that trust. These

interests constitute “property” or “rights to property” to which a

26 U.S.C. § 6321 tax lien may attach.

AFFIRMED.

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