This opinion is subject to revision before final
publication in the Pacific Reporter
2017 UT 12
IN THE
SUPREME COURT OF THE STATE OF UTAH
ZB, N.A. D/B/A
ZIONS FIRST NATIONAL BANK,
Appellee,
v.
SHAYNE D. CRAPO,
Appellant.
No. 20160218
Filed February 24, 2017
On Direct Appeal
Third District, Salt Lake
The Honorable Barry G. Lawrence
No. 140907019
Attorneys:
James K. Tracy, Joshua L. Lee, Salt Lake City, for appellee
Richard J. Armstrong, Jacob A. Green, Lehi, for appellant
CHIEF JUSTICE DURRANT authored the opinion of the Court, in which
ASSOCIATE CHIEF JUSTICE LEE, JUSTICE HIMONAS, JUSTICE PEARCE, and
JUDGE MORTENSEN joined.
Having recused herself, JUSTICE DURHAM did not participate herein;
COURT OF APPEALS JUDGE DAVID N. MORTENSEN sat.
CHIEF JUSTICE DURRANT, opinion of the Court:
Introduction
¶ 1 This case presents the question of whether a debtor‘s receipt
of an IRS Form 1099-C—a reporting tool designed to help the IRS
track lenders‘ debt forgiveness—creates a genuine issue of material
fact as to whether a lender has forgiven a debt or as to whether the
lender is estopped from collecting on it. The IRS requires that a
lender file a Form 1099-C with the IRS and issue a copy to the debtor
ZIONS BANK v. CRAPO
Opinion of the Court
when there has been an ―identifiable event.‖ As defined by the IRS,
some ―identifiable event[s]‖ involve an actual discharge—i.e.,
cancellation or forgiveness—of debt. But one ―identifiable event,‖
called ―identifiable event code H,‖ requires the lender to file the
form upon the expiration of a 36-month period where no payments
have been made on a debt, regardless of whether an actual discharge
of the debt has occurred.1
¶ 2 Shayne Crapo borrowed $250,000 from Zions First National
Bank (Zions Bank). Mr. Crapo initially made payments on the loan,
but he eventually defaulted. After the expiration of a 36-month
period with no payments being made on the loan, Zions Bank issued
Mr. Crapo a Form 1099-C. The form listed ―H‖ as the event code, but
also listed ―FORGIVEN DEBT AMT 3 YRS NO PAYMENT‖ in the
―Debt description‖ field, and ―$250,000.00‖ in the ―Amount of debt
discharged‖ field. Mr. Crapo claims that he reported the $250,000 as
income on his tax return, which increased his tax burden for that
year.
¶ 3 Zions Bank brought a deficiency action to recover the
amount due on the loan. The district court below granted summary
judgment in favor of Zions Bank, holding that Mr. Crapo failed to
show that the evidence created a genuine dispute of material fact as
to whether Zions Bank in fact discharged the debt or as to whether it
is estopped from collecting on it. The court accordingly entered
judgment against Mr. Crapo for the amount of the loan, plus fees,
costs, and interest. Mr. Crapo appeals, arguing that the evidence
creates a genuine dispute of material fact as to both actual discharge
and estoppel.
¶ 4 We affirm the district court on both grounds. Mr. Crapo has
failed to adduce sufficient evidence to permit a reasonable fact finder
to conclude that Zions Bank either actually discharged or is estopped
from collecting his debt.
_____________________________________________________________
1 We note that the IRS has recently removed event code H from
this reporting requirement. See Removal of the 36-Month Non-
Payment Testing Period Rule, 81 Fed. Reg. 78908 (Nov. 10, 2016) (to
be codified at 36 C.F.R. pt. 1), available at
https://www.gpo.gov/fdsys/pkg/FR-2016-11-10/pdf/2016-
27160.pdf. We discuss the regulations in force at the time of events
relevant to this proceeding.
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Opinion of the Court
Background
¶ 5 In December 2006, Mr. Crapo and Zions Bank entered into a
―Home Equity Line Credit Agreement and Disclosure‖ (the Note).
Mr. Crapo drew upon the line of credit the same day, withdrawing
the full $250,000 limit. The Note contains a ―Delay in Enforcement‖
clause (Nonwaiver Clause) providing that Zions Bank ―may delay or
waive enforcement of any of [its] rights under‖ the Note ―without
losing that right or any other right.‖
¶ 6 Mr. Crapo made payments to cover the accruing interest
until September 2010, after which he made no further payments. In
October of that year, Zions Bank accelerated the balance of the Note,
demanding payment in full. In January 2011, it created an internal
―Charge Off Request‖ document (Charge Off Request) in which a
Zions Bank representative requested that the balance due under the
Note ―be charged off due to the lack of collateral and transferred to
[the] Recovery Department for further collection efforts.‖
¶ 7 As of December 31, 2013, Mr. Crapo had not made any
payments on the Note in the preceding 36-month period. In January
2014, Zions Bank issued an IRS Form 1099-C to Mr. Crapo. An IRS
regulation requires that a lender file a Form 1099-C whenever the
lender ―discharges‖ an ―indebtedness‖ of at least $600.2 The
regulation defines ―discharge‖ in a way that includes more than
actual discharges. It provides that, ―[s]olely for purposes of the
reporting requirements of‖ this regulation, ―a discharge of
indebtedness is deemed to have occurred . . . if and only if‖ an
―identifiable event‖ has occurred, ―whether or not an actual
discharge of indebtedness has occurred.‖3 The regulation then
provides eight different identifiable events. The first seven, codes A–
G, correlate to events that necessarily involve an actual discharge of
debt.4 The eighth, event code H, is not tied to an actual discharge,
but requires that a form be sent upon the expiration of a ―non-
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2 26 C.F.R. § 1.6050P-1(a)(1) (2013).
3 Id.
4 E.g., id. § 1.6050P-1(b)(2)(i)(G) (―A discharge of indebtedness
pursuant to a decision by the creditor, or the application of a defined
policy of the creditor, to discontinue collection activity and discharge
debt[.]‖).
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ZIONS BANK v. CRAPO
Opinion of the Court
payment testing period.‖5 The regulations define the non-payment
testing period as follows:
There is a rebuttable presumption that an identifiable
event . . . has occurred during a calendar year if a
creditor has not received a payment on an
indebtedness at any time during a testing period . . .
ending at the close of the year. The testing period is a
36-month period increased by the number of calendar
months during all or part of which the creditor was
precluded from engaging in collection activity by a
stay in bankruptcy or similar bar under state or local
law.6
In sum, on December 31 of any given year, there is an identifiable
event code H for each indebtedness on which the borrower has not
made a payment during the preceding 36 months.
¶ 8 IRS Form 1099-C itself contains a section called ―Instructions
for Debtor,‖ which explains the reason for its being sent. The form
states:
You received this form because . . . a lender[] has
discharged (canceled or forgiven) a debt you owed, or
because an identifiable event has occurred that either is
or is deemed to be a discharge of a debt of $600 or
more. If a creditor has discharged a debt you owed,
you are required to include the discharged amount in
your income. . . . However, you may not have to
include all of the canceled debt in your income. . . . If
an identifiable event has occurred but the debt has not
actually been discharged, then include any discharged
debt in your income in the year that it is actually
discharged . . . .
The instructions on the form also state that ―Box 6‖—which is titled
―Identifiable event code‖—―[m]ay show the reason your creditor has
filed this form.‖ The form then provides a description of each event
code, including ―H – Expiration of nonpayment testing period.‖ The
form also states that ―[i]f you are required to file a return, a
negligence penalty or other sanction may be imposed on you if
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5 Id. § 1.6050P-1(b)(2)(i)(H).
6 Id. § 1.6050P-1(b)(2)(iv).
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Opinion of the Court
taxable income results from this transaction and the IRS determines
that it has not been reported.‖
¶ 9 In the particular Form 1099-C sent to Mr. Crapo, box 6,
labeled ―Identifiable event code,‖ states ―H.‖ Box 4, labeled ―Debt
description,‖ states ―FORGIVEN DEBT AMT 3 YRS NO
PAYMENT.‖ Box 1, the ―Date of identifiable event‖ field, lists
―12/31/2013.‖ Box 2, labeled ―Amount of debt discharged,‖ lists
―$250,000.00.‖ Mr. Crapo alleges that he reported the $250,000 as
income, increasing his tax burden for that year. The record contains
no specific evidence of the amount of tax burden this imposed on
Mr. Crapo. Instead, it contains an affidavit from Mr. Crapo that
states: ―Following the instructions in the 1099-C, I included the full
$250,000.00 value of the loan in my gross income for the tax year
2013. As a result, my tax burden increased for that year.‖ The record
contains no indication that Mr. Crapo consulted with Zions Bank or
sought advice about the implications of the Form 1099-C he received.
¶ 10 Zions Bank brought a deficiency action to recover the
amount due on the loan, and at the close of discovery the parties
filed cross-motions for summary judgment. Zions Bank argued that
because Mr. Crapo‘s default on the debt was undisputed, the court
should enter judgment against him for the amount of the loan plus
costs, fees, and interest. Mr. Crapo made two arguments. First, that
the Form 1099-C was prima facie evidence that Zions Bank in fact
discharged the debt, and second, that Zions Bank was estopped from
collecting the debt. The district court rejected both of Mr. Crapo‘s
arguments and granted summary judgment in favor of Zions Bank.
Mr. Crapo appeals that determination. On appeal, he argues that the
Form 1099-C creates a genuine dispute of material fact as to both the
actual discharge and estoppel issues.
Standard of Review
¶ 11 ―Summary judgment is appropriate when the evidence
‗shows that there is no genuine dispute as to any material fact and
the moving party is entitled to judgment as a matter of law.‘‖7 ―An
appellate court reviews a [district] court‘s legal conclusions and
ultimate grant or denial of summary judgment for correctness and
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7 Federated Capital Corp. v. Libby, 2016 UT 41, ¶ 7, 384 P.3d 221
(citation omitted).
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Opinion of the Court
views the facts and all reasonable inferences drawn therefrom in the
light most favorable to the nonmoving party.‖8
Analysis
¶ 12 Mr. Crapo argues that summary judgment was improper on
two grounds. First, he claims there is a genuine dispute of material
fact as to whether Zions Bank actually discharged the Note. Second,
he claims there is such a dispute regarding whether Zions Bank is
estopped from collecting on the Note. We conclude that neither issue
presents a genuine dispute of fact because Mr. Crapo‘s evidence is
insufficient to permit a reasonable fact finder to conclude that Zions
Bank actually discharged or is estopped from collecting the Note. We
therefore conclude that the district court properly granted judgment
as a matter of law for Zions Bank.
¶ 13 Regarding actual discharge, Mr. Crapo‘s evidence is
reduced to merely the words ―FORGIVEN DEBT‖ listed on a form
that Zions Bank sent to satisfy an IRS reporting obligation. Mr.
Crapo presents no other evidence that Zions Bank actually
discharged his debt. In these circumstances, no reasonable fact finder
could conclude that the debt was actually discharged. So we affirm
the grant of summary judgment on this ground.
¶ 14 Mr. Crapo‘s estoppel argument fails on the reasonable
reliance prong. We conclude that, because Mr. Crapo received a
Form 1099-C that contained, at most, mixed indications of whether
his debt was forgiven, he had an obligation to exercise reasonable
diligence in investigating whether the loan had actually been
forgiven before paying his taxes. The absence of such an inquiry
forecloses as a matter of law the conclusion that he investigated with
reasonable diligence. The record contains no indication that Mr.
Crapo undertook any efforts to satisfy his diligence obligation. His
estoppel argument thus fails.
¶ 15 Finally, we award attorney fees to Zions Bank because it
was awarded fees below and is the prevailing party on this appeal.
We discuss each issue in turn.
_____________________________________________________________
8Utah Transit Auth. v. Greyhound Lines, Inc., 2015 UT 53, ¶ 15, 355
P.3d 947 (alteration in original) (citation omitted).
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Opinion of the Court
I. The District Court Did Not Err in Concluding There Is No Genuine
Dispute of Material Fact Regarding Actual Discharge
¶ 16 Mr. Crapo argues that there is a genuine factual issue
regarding whether Zions Bank actually discharged his debt. We hold
that, viewing the evidence in the context of the totality of the
circumstances, no reasonable fact finder could conclude that Zions
Bank actually discharged Mr. Crapo‘s debt.9
¶ 17 Mr. Crapo points us to the following evidence that he
asserts is sufficient for the actual discharge question to go to the jury:
A) the presence of a Form 1099-C; B) the debt description field of the
Form 1099-C where Zions Bank described the debt as ―FORGIVEN
DEBT‖; C) Zions Bank‘s delay in pursuing this action; and D) Zions
Bank‘s internal Charge Off Request document. We conclude that this
evidence is insufficient, when viewed as a whole, to permit a
reasonable fact finder to conclude that Zions Bank actually
discharged Mr. Crapo‘s debt. We discuss each piece of evidence in
turn.
A. Mr. Crapo’s Receipt of the Form 1099-C
¶ 18 We first assess Mr. Crapo‘s receipt of the Form 1099-C.
Courts have reached differing conclusions regarding whether a
debtor‘s receipt of a Form 1099-C creates a genuine issue of material
fact on the issue of actual discharge. Under the minority view, a
Form 1099-C is prima facie evidence of actual discharge; the burden
then shifts to the lender to show that the Form 1099-C was sent by
accident or mistake.10 The majority view is that a Form 1099-C
standing alone does not create an issue of fact as to actual
discharge.11 The district court below expressly adopted the majority
view. We decline to adopt either view. Instead we consider a Form
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9 Zions Bank argues that Mr. Crapo‘s actual discharge argument
is barred by the statute of frauds. We do not reach this question,
because even if we assume that the statute of frauds is no bar, Mr.
Crapo has failed to show that a reasonable fact finder could conclude
that Zions Bank actually discharged the debt.
10E.g., Amtrust Bank v. Fossett, 224 P.3d 935, 937 (Ariz. Ct. App.
2009) (―[I]ssuance of the Form 1099–C is prima facie evidence that [a
lender] had discharged [a borrower‘s] debt within the meaning of
Arizona law.‖)
11 E.g., FDIC v. Cashion, 720 F.3d 169, 176–81 (4th Cir. 2013).
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Opinion of the Court
1099-C as simply one piece of evidence and view it in the context of
the surrounding circumstances.
¶ 19 We find it significant that those courts that have found a
Form 1099-C to create a genuine issue of fact have reached that
conclusion where there was some ―uncertainty‖ regarding ―the
creditor‘s purpose for filing the Form 1099–C.‖12 One court
explained the issue as follows:
[B]ecause a creditor can be required to file a Form
1099–C even where a debt has not been cancelled, the
mere fact that a Form 1099–C is filed does not
constitute sufficient evidence, standing alone, that a
debt has been cancelled. Without more, it is impossible
for a court to know what the existence of a filed Form
1099–C means. It may mean the debt has been
discharged; it may mean the creditor intended to
discharge the debt in the future; or it may mean that
another of the ―identifiable events‖ in the regulation
occurred apart from an actual discharge. Furthermore,
it may also have simply been filed by mistake. The bare
Form 1099–C alone, which is [the debtor‘s] sole
evidence of debt discharge in this case, does not
provide any of the contextual clues needed to decide
between these alternatives.13
¶ 20 In contrast, here Zions Bank issued a Form 1099-C that
included the notation ―identifiable event code H‖ and the event date
―12/31/2013,‖ so we are not faced with uncertainty as to the
purpose of the Form 1099-C. Instead, the only reasonable conclusion
is that the form was sent in response to the expiration of a ―non-
payment testing period,‖ an event that is unrelated to an actual
discharge of debt. Because the stated purpose of the form indicates
that it was sent to comply with a reporting requirement not tied to
an actual discharge, a fact finder would need to resort to pure
speculation or conjecture to reach the conclusion that Zions Bank
had discharged the debt. In recognition of this fact, Mr. Crapo relies
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12 In re Estate of Hofer, 42 N.E.3d 480, 485 (Ill. App. Ct. 2015)
(―Either the structure of the Form 1099–C at the time the creditor . . .
issued it also did not have a designated area requiring the creditor to
name the ‗identifiable event‘ that triggered the filing of the form or
the creditor simply failed to list the code.‖).
13 Cashion, 720 F.3d at 180.
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Opinion of the Court
on three additional facts—the debt description field of the Form
1099-C, Zions Bank‘s period of inaction, and its Charge Off Request.
He characterizes these as ―contextual clues‖ that would allow a
reasonable fact finder to conclude the debt had actually been
discharged. We disagree and find that none of these reasonably leads
to such a conclusion.
B. The Debt Description Field of the Form 1099-C
¶ 21 Mr. Crapo argues that Zions Bank made an ―affirmative
statement‖ describing the Note as ―FORGIVEN DEBT‖ on the Form
1099-C. In fact, Zions Bank used the words ―FORGIVEN DEBT AMT
3 YRS NO PAYMENT‖ in the debt description field of the Form
1099-C. We conclude that this evidence is insufficient to permit a
reasonable fact finder to conclude the debt was discharged.
¶ 22 Consistent with the summary judgment standard, we view
these words in the context of the form in which they appear, taking
all reasonable inferences in favor of the nonmoving party. But there
is a difference between a reasonable inference and any inference.14 It
strays beyond reasonable for a fact finder to infer, solely from the
words ―FORGIVEN DEBT‖ in the debt description field, that Zions
Bank actually forgave the debt. The context surrounding this Form
1099-C makes such an inference unreasonable. As discussed above,
because Zions Bank indicated event code H, identified the event date
as ―12/31/2013,‖ and included the words ―3 YRS NO PAYMENT‖ in
the debt description, the only reasonable conclusion is that its
purpose in sending the form was to report the expiration of the non-
payment testing period, not to report an actual discharge of debt.
¶ 23 Apart from the phrase ―FORGIVEN DEBT,‖ which appears
in what is, at most, an unclear description of the debt, there is no
evidence whatsoever of actual discharge. Given this dearth of other
evidence, and the fact that the ―FORGIVEN DEBT‖ language
appears on a form that was sent to comply with an IRS reporting
obligation, we conclude that this evidence would not enable a
reasonable fact finder to conclude that Zions Bank actually
discharged Mr. Crapo‘s debt.
_____________________________________________________________
14 IHC Health Servs., Inc. v. D & K Mgmt., Inc., 2008 UT 73, ¶ 19,
196 P.3d 588 (―[A] district court is not required to draw every
possible inference of fact, no matter how remote or improbable, in
favor of the nonmoving party. Instead, it is required to draw all
reasonable inferences in favor of the nonmoving party.‖).
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Opinion of the Court
C. Zions Bank’s Delay in Enforcement
¶ 24 Mr. Crapo next argues that Zions Bank‘s delay in enforcing
its rights under the Note provides evidence of actual discharge. We
disagree. The Note contains a ―Delay in Enforcement‖ clause that
provides that Zions Bank ―may delay or waive enforcement of any of
[its] rights under‖ the Note ―without losing that right or any other
right.‖ Given that Mr. Crapo expressly agreed that Zions Bank could
delay enforcement of its rights, we conclude that no reasonable fact
finder could find its delay to be evidence that it discharged the Note.
D. Zions Bank’s Charge Off Request
¶ 25 Finally, Mr. Crapo argues that the internal Charge Off
Request document is evidence that Zions Bank discharged his debt.
We reject this argument because the Charge Off Request itself
explicitly states that Zions Bank sought to transfer the Note to its
―Recovery Department‖ for an asset search and ―further collection
efforts.‖ The fact that the bank contemplated further collection
efforts dispels any inference that it intended to discharge the debt.15
¶ 26 In sum, the only evidence Mr. Crapo can credibly point us
to is the phrase ―FORGIVEN DEBT AMT 3 YRS NO PAYMENT‖ on
the Form 1099-C. But the circumstances surrounding that form make
clear that it was sent for the event code H purpose, not to report an
actual forgiveness. In the absence of any other evidence of actual
discharge, we conclude that no reasonable fact finder could conclude
there has been an actual discharge of debt. We therefore affirm the
district court‘s grant of summary judgment. We turn next to Mr.
Crapo‘s estoppel argument.
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15 Zions Bank argues that the Charge Off Request is merely a tax
tool that has no bearing on the debtor‘s liability on the debt, citing
Sell v. MBNA Am. Bank, N.A., 2007 UT App 316, 2007 WL 2793249,
para. 5 (per curiam) (unpublished opinion) (―The fact that a creditor
charges off a debt for tax purposes has no effect on a debtor‘s
liability. If after taking the tax deduction, the creditor subsequently
recovers the debt from the debtor, it is simply treated as new taxable
income in the year it is collected.‖ (citations omitted)). Mr. Crapo has
provided no authority to contradict this assertion. In any event,
because the Charge Off Request specifically contemplates further
collection efforts, we need not decide this issue here.
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Opinion of the Court
II. The District Court Did Not Err in Concluding There Is No
Genuine Dispute of Material Fact Regarding Mr. Crapo‘s
Estoppel Defense
¶ 27 To make out an estoppel defense, a defendant must prove
three elements: first, ―a statement, admission, act, or failure to act by
one party inconsistent with a claim later asserted‖; next, ―reasonable
action or inaction by the other party taken or not taken on the basis
of the first party‘s statement, admission, act or failure to act‖; and,
third, ―injury to the second party that would result from allowing
the first party to contradict or repudiate such statement, admission,
act, or failure to act.‖16 Estoppel is usually reserved for extreme
cases.17 If there is no genuine dispute of material fact regarding any
one of these three elements, a defendant‘s estoppel defense fails.
¶ 28 The district court concluded that there was no genuine
dispute as to any of the three elements. We address Mr. Crapo‘s
arguments regarding the first element, acts inconsistent with a later
claim, but we resolve this case based on the second element,
reasonable reliance. Even assuming some inconsistency, no
reasonable fact finder could conclude that it was reasonable for Mr.
Crapo to pay taxes in reliance on the Form 1099-C he received
without undertaking at least some measure of diligence to determine
what the form meant.18
A. Inconsistent “Statement, Admission, Act, or Failure to Act”
¶ 29 Mr. Crapo argues that Zions Bank took four acts that were
inconsistent with the present suit to collect on the debt. He claims
that Zions Bank‘s sending the Form 1099-C, using the phrase
―FORGIVEN DEBT‖ on that form, creating the internal Charge Off
Request, and delaying enforcement are all inconsistent with its filing
of the present lawsuit. But only one of these—using the phrase
―FORGIVEN DEBT‖ on the Form 1099-C—is even arguably
_____________________________________________________________
16 Youngblood v. Auto-Owners Ins. Co., 2007 UT 28, ¶ 14, 158 P.3d
1088 (citation omitted).
17 See Salt Lake City Corp. v. Big Ditch Irrigation Co., 2011 UT 33,
¶ 40, 258 P.3d 539 (―Equitable estoppel is a disfavored remedy. It
should be applied rarely, and only when necessary to avoid
injustice.‖ (citations omitted)).
18 Because we conclude that Mr. Crapo‘s estoppel defense fails on
the reasonable reliance element, we need not reach the third element,
injury.
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Opinion of the Court
inconsistent with a later attempt to collect. We therefore reject each
of Mr. Crapo‘s inconsistency arguments except the ―FORGIVEN
DEBT‖ language on the Form 1099-C.
¶ 30 First, the mere sending of a Form 1099-C that specifies
identifiable event code H is not inconsistent with a later attempt to
collect. On December 31 of any given year, a lender must report an
identifiable event code H for each indebtedness on which the
borrower has made no payment during the preceding 36 months,
regardless of whether there has been an actual discharge. A Form
1099-C that specifies that it was sent to report an event code H
therefore says nothing about whether there has been an actual
discharge. It is thus completely consistent for a creditor to send a
Form 1099-C after the 36 months have elapsed without payment and
then proceed to sue the debtor to collect on the debt within the
applicable statute of limitations. To hold otherwise would be to
effectively shorten the statute of limitations to 36 months.
¶ 31 Second, the internal Charge Off Request document is not
inconsistent with this suit because it specifically states that Zions
Bank was transferring the Note to its ―Recovery Department‖ for
―further collection efforts.‖ More importantly, Mr. Crapo admits that
he was not aware of the Charge Off Request when he paid his 2013
taxes, so he cannot have relied on it under the second prong of the
estoppel analysis.
¶ 32 Third, Zions Bank‘s delay in enforcement is not inconsistent
with its later attempt to collect, because, as discussed above, the
Note contains a Nonwaiver Clause providing that Zions Bank ―may
delay or waive the enforcement of any of [its] rights under [the Note]
without losing that right or any other right.‖ Given that Mr. Crapo
expressly agreed that Zions Bank could delay enforcement of its
rights without losing them, we see no inconsistency between Zions
Bank acquiring a right to sue and later suing on that right within the
statute of limitations.
¶ 33 Finally, we recognize that it is a closer question whether the
phrase ―FORGIVEN DEBT‖ in box 4 of the Form 1099-C is
inconsistent with a later attempt to collect. Zions Bank argues that
this language, when viewed in the context of the form, was merely
another way of referencing the ―non-payment testing period.‖ But
we note that there is no requirement in the IRS regulations to
describe debt as ―forgiven‖ when it is not. We thus assume, without
deciding, that Zions Bank‘s description of the debt as ―FORGIVEN
DEBT‖ is inconsistent with its later attempt to collect on it.
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Opinion of the Court
B. “Reasonable Action or Inaction” Based on the Inconsistency
¶ 34 Zions Bank argues that, even if its description of the debt as
―FORGIVEN DEBT AMT 3 YRS NO PAYMENT‖ is inconsistent with
the filing of this suit, no reasonable fact finder could conclude that
Mr. Crapo‘s reliance on that language in paying income tax on the
full $250,000 was reasonable.19 We agree. Mr. Crapo‘s reliance under
these circumstances was unreasonable as a matter of law.
¶ 35 ―A party claiming an estoppel cannot rely on
representations or acts if they are contrary to his knowledge of the
truth or if he had the means by which with reasonable diligence he
could ascertain the true situation.‖20 That is, for reliance on a
representation to be reasonable, the party claiming estoppel must
show that he or she put forth some degree of diligence to investigate
the accuracy of the representation. Where a representation is unclear
or ambiguous, reasonable reliance requires at least some effort to
investigate the true meaning.
¶ 36 We hold that no reasonable fact finder could conclude that
Mr. Crapo was reasonable in relying on a Form 1099-C that includes,
as a debt description, the language ―FORGIVEN DEBT AMT 3 YRS
NO PAYMENT,‖ without some investigation into the implications of
such a form. As an initial matter, the Form 1099-C itself contains
ample indication that the mere receipt of the form does not mean
that tax is due. To the contrary, the form is replete with language
indicating that the form does not specify one way or the other
_____________________________________________________________
19 Zions Bank also argues that Mr. Crapo has submitted
insufficient admissible evidence of actual reliance, let alone reasonable
reliance, to survive summary judgment. It argues first that, because
his affidavit states only that he ―follow[ed] the instructions in the
1099-C‖ in paying his taxes, he has not submitted sufficient evidence
that he in fact relied on the words ―FORGIVEN DEBT‖ in the debt
description field of that form. Second, Zions Bank argues that Mr.
Crapo is required by Utah Rule of Evidence 1002, the ―best evidence
rule,‖ to include a copy of his tax return in order to prove that he
reported and paid taxes on the $250,000 as though it were income.
We need not decide this issue because, even assuming there is
sufficient evidence of actual reliance, no reasonable fact finder could
conclude that such reliance was reasonable under the circumstances.
20 Larson v. Wycoff Co., 624 P.2d 1151, 1155 (Utah 1981).
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Opinion of the Court
whether tax is actually due.21 For example, the form specifically
informs the debtor that ―you may not have to include all of the
canceled debt in your income.‖
¶ 37 The best argument Mr. Crapo can make is that he
understood the language ―FORGIVEN DEBT AMT 3 YRS NO
PAYMENT‖ to be a representation that the debt had been forgiven
and that therefore tax was actually due. But even if Mr. Crapo
understood the language in this way, such a representation would be
contrary to the numerous other indications on the form that a
discharge might not have occurred. Viewed in the context of the
form as a whole, this language is, at most, ambiguous as to whether
the debt was forgiven. In the face of such an ambiguity, it was
unreasonable as a matter of law to rely on this language without
seeking any outside advice whatsoever. Even assuming the form
was ambiguous, a reasonable person would conclude that more
information was needed, at the very least a follow-up discussion
with the bank. The record contains nothing that would support a
reasonable inference that Mr. Crapo took any action to determine the
implications of the Form 1099-C he received. Without putting forth
any measure of diligence, Mr. Crapo‘s reliance was unreasonable as
a matter of law.
¶ 38 We therefore conclude that, even assuming Zions Bank‘s
description of the debt on the Form 1099-C as ―FORGIVEN DEBT‖
was inconsistent with its later attempt to collect, no reasonable fact
finder could conclude that Mr. Crapo reasonably relied on such
_____________________________________________________________
21 The form contains several indications that it does not resolve
whether an actual discharge has occurred. For example, the form
informs the debtor that it was sent because ―a lender[] has
discharged (canceled or forgiven) a debt you owed, or because an
identifiable event has occurred that either is or is deemed to be a discharge
of a debt.‖ (Emphasis added). Hypothetical language pervades the
form: ―[i]f a creditor has discharged a debt you owed, you are required to
include the discharged amount in your income‖; ―[i]f an identifiable
event has occurred but the debt has not actually been discharged, then
include any discharged debt in your income in the year that it is
actually discharged‖; ―[i]f you are required to file a return, a
negligence penalty or other sanction may be imposed on you if
taxable income results from this transaction and the IRS determines that
it has not been reported.‖ (Emphases added).
14
Cite as: 2017 UT 12
Opinion of the Court
inconsistency in paying his taxes.22 Summary judgment for Zions
Bank was therefore appropriate on his estoppel defense.
III. Zions Bank Is Entitled to Reasonable Attorney Fees
and Costs on Appeal
¶ 39 Zions Bank requests attorney fees under rule 24(a)(9) of the
Utah Rules of Appellate Procedure. ―[W]hen a party is entitled to
attorney fees below and prevails on appeal, that party is ‗also
entitled to fees reasonably incurred on appeal.‘‖23 The district court
awarded Zions Bank attorney fees below based on the terms of the
Note. Zions Bank, by obtaining affirmance of the district court‘s
ruling in its favor, is the prevailing party on this appeal. It is thus
entitled to attorney fees and costs, and we remand this case to the
district court for an award of attorney fees, litigation expenses, and
court costs reasonably incurred on this appeal.
Conclusion
¶ 40 Mr. Crapo has failed to show that there is a genuine issue of
material fact regarding either actual discharge or estoppel. Although
the Form 1099-C contains the words ―FORGIVEN DEBT,‖ when
those words are read in the context of the entire form, and in the
absence of any other credible evidence of discharge, no reasonable
fact finder could conclude that the debt was actually forgiven, or that
it was reasonable to rely on this language without further inquiry in
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22 Mr. Crapo also argues that he reasonably relied on Zions
Bank‘s actions in that he did not maintain his financial affairs in such
a way as to be able to repay the Note. But Mr. Crapo provides no
legal authority for the proposition that such failure to maintain the
funds necessary to pay on a debt constitutes ―reliance‖ justifying an
estoppel defense. Nor does he explain this point in any further detail
other than simply stating the conclusion. We thus consider this
argument inadequately briefed and decline to consider it. See UTAH
R. APP. P. 24(a)(9); Bank of Am. v. Adamson, 2017 UT 2, ¶ 13, --- P.3d ---
(―A party must cite the legal authority on which its argument is
based and then provide reasoned analysis of how that authority
should apply in the particular case.‖).
23 Dillon v. S. Mgmt. Corp. Ret. Trust, 2014 UT 14, ¶ 61, 326 P.3d
656 (citation omitted).
15
ZIONS BANK v. CRAPO
Opinion of the Court
paying income tax. We accordingly affirm the district court‘s grant of
summary judgment and remand for the district court to determine
the appropriate fee award.
16