Boettcher & Co., Inc. v. Munson

Related Cases

Chief Justice ROVIRA

concurring in the result only:

The majority concludes that the court of appeals correctly determined that the trial court erred in refusing to instruct the jury that it should not consider any tax consequences in determining the amount of damages suffered by Margaret Munson and the William R. Munson Trust (“plaintiffs”). I disagree. For the reasons set forth in part III of the majority opinion, I agree that a remand for a new trial is warranted. Accordingly, I concur in the result only.

I

Plaintiffs sued Boettcher & Company, Inc., and Craig L. Carson (referred to collectively as “Boettcher”), seeking damages based on several claims for relief. Those claims included actions for fraud, negligence, breach of fiduciary duty, and violation of Colorado securities regulations. The trial court granted Boettcher’s motion for summary judgment concerning the fraud claim, and a jury rejected all but one of plaintiffs’ remaining claims for relief. The jury found that Boettcher had breached its fiduciary duty owed to plaintiffs and determined that plaintiffs were entitled to receive $39,550 in damages.

At trial, numerous objections and motions were made concerning testimony regarding the impact of taxes on damages. That testimony, in pertinent part, was as follows.

First, plaintiffs called John T. Christensen who was qualified as an expert in the areas of financial advice and securities sales, supervision, and regulation. Christensen testified regarding the characteristics of a “more conservative” investment portfolio and compared those characteristics to the portfolio designed by Boettcher and invested in by plaintiffs (hereinafter “the Boettcher portfolio”). Specifically, Christensen opined that the portfolio recommended by Boettcher was improperly suited to plaintiffs’ expressed desire to create a tax shelter through secure investments. Christensen also testified, over defense objection, that in light of plaintiffs’ investment goals, the portfolio recommended by Boettcher constituted a breach of Boettcher’s fiduciary duty.

Plaintiffs later called Robert F. Kutchera who was qualified as an expert in the areas of accounting and tax planning. Kutchera testified regarding the merits of the investment strategy recommended by Boettcher and its relation to tax planning. In reaching the conclusion that the Boettcher portfolio did not create an effective tax shelter, Kutchera testified as to the tax benefits plaintiffs enjoyed as a result of these investments.1 Kutchera also testified regarding the damages allegedly suffered by plaintiffs as a result of investing in the Boettcher portfolio. He calculated the damages by taking the benefits plaintiffs received from the Boettcher portfolio and subtracting that amount from the benefits plaintiffs would have received had they invested in the hypothetical, conservative portfolio presented by Christensen.2

Defendant then called Wiley Hairgrove who was certified as an expert in accounting. The gravamen of Hairgrove’s testimony concerned the tax consequences of investing in the hypothetical portfolio developed by Christensen and the return derived therefrom as calculated by Kutchera. Hairgrove testified that the income generated by investment in the hypothetical port*213folio would have created a net tax liability of approximately $120,000. Hairgrove testified further that if this tax liability were considered on an annual basis to determine the after-tax return on the hypothetical investment (i.e., the amount of after-tax interest which would be reinvested so as to earn interest in subsequent years), the aggregate return on that investment would have been $333,100, or $225,200 less than what Kutchera testified to. In short, Hair-grove testified that the return on the hypothetical investment would be significantly less than what Kutchera testified to, if one considers the taxes due on the interest generated by the principal investment, because the amount of money used to determine plaintiffs’ interest income earned the next year, and in subsequent years, would be less.

Thus, testimony was presented at trial which concerned the effects of taxation in two entirely distinct forms. First, the testimony of plaintiffs’ witness, Kutchera, raised the issue of whether the tax benefits enjoyed by plaintiffs as a result of their investment in the Boettcher portfolio should be considered in determining the amount of damages which plaintiffs might be entitled to. Hairgrove’s testimony focused on whether the tax liability which would have been incurred had plaintiffs invested in the hypothetical portfolio should be considered by the jury in calculating the amount of damages suffered by plaintiffs, if any. In short, Kutchera testified as to the effect of tax benefits on a damage award, and Hairgrove testified as to why and how taxes should be considered in calculating plaintiffs’ damages based on their lost profits.

After the jury returned its verdict, plaintiffs appealed, arguing, among other things, that the trial court erred in refusing to instruct the jury concerning the issue of taxation as it relates to damage awards.

II

The plaintiffs tendered Jury Instruction 1, which provided:

In determining the amount of any damage award to plaintiffs, taxation should not be a factor in your determination; therefore, you are not to include or subtract any amount because of taxes paid or to be paid.

The trial court denied the instruction, finding “that taxation certainly is an issue and must be considered by the jury in determining whether or not the plaintiffs were damaged, ... and what impact the tax deferral benefits may have benefitted or not bene-fitted [plaintiffs] in determining damages.” The court then concluded that because it was “basically outside of the judge’s skill to determine an instruction on damages explaining that rather refined concept, and the Court does not find plaintiffs’ Tendered Instruction Number 1 to [do so,] the Court has determined that it would not give an instruction on taxes.”

Accordingly, the court of appeals addressed the question of whether “the trial court erred in refusing to instruct the jury that it should not consider any tax consequences in determining damages.” Munson v. Boettcher & Co., Inc., 832 P.2d 967, 969 (Colo.App.1991). The court of appeals first held “that the tax benefits received as a result of the limited partnership investments should not have been considered as an offset to the award of damages,” id., and concluded that “the trial court erred in refusing to instruct the jury to disregard the tax benefits received by the plaintiffs in determining the award of damages.” Id. at 970. Boettcher did not request review of this ruling.

The court of appeals also held, however, that “in calculating the damage award based on a hypothetical investment portfolio, the award of damages should not be reduced by the taxes which might have been owed on gains from investments in that portfolio.” Id. Consequently, the court of appeals also held that the trial court erred in refusing plaintiffs’ tendered Jury Instruction 1 on this issue.

Ill

Boettcher appealed this second ruling, and it is only in this respect that we are called upon to determine the question of whether a limiting instruction is required *214when testimony concerning the relationship between taxation and damages is admitted.

In my opinion, the court of appeals erred in reaching the conclusion that Jury Instruction 1 should have been given so as to properly inform the jury on how to consider the testimony concerning the taxes which would have been due had plaintiffs invested in the hypothetical portfolio. The basis for this conclusion is the fact that tendered Jury Instruction 1, by its own terms, has no bearing on the question of taxes as they relate to the hypothetical portfolio. As noted above, that instruction mandated only that the jury was “not to include or subtract any amount because of taxes paid or to be paid." Clearly, the hypothetical taxes which would have had to have been paid by plaintiffs if they invested in the hypothetical portfolio are neither “taxes paid,” nor taxes that are “to be paid.” Rather, they represent only the tax liability that would have been created had the plaintiffs invested in the hypothetical portfolio. As such, Jury Instruction 1 would not have informed the jury, one way or another, regarding whether to accept Hairgrove’s calculation of damages based on the hypothetical portfolio (which took into account the tax liability that would have been created by investing in that portfolio) or Kutchera’s calculation (which did not)! Consequently, it is my opinion that the trial court did not err in refusing to give Jury Instruction 1 insofar as Hair-grove’s testimony was concerned, because that instruction has nothing to do with that testimony.

The conclusion that Jury Instruction 1 has no bearing on Hairgrove’s testimony is strengthened by considering the sources that plaintiffs have relied on in support of this instruction. Three cases are cited by plaintiffs as authority for the substance of Jury Instruction 1. All of those cases are irrelevant to the legal question presented by Hairgrove’s testimony.

For example, Randall v. Loftsgaarden, 478 U.S. 647, 106 S.Ct. 3143, 92 L.Ed.2d 525 (1986), involved a defrauded tax shelter investor who was allegedly entitled to some measure of damages under the securities laws. The Supreme Court addressed the question of whether the tax benefits realized by an investor should be offset against his recovery of rescissionary damages under 15 U.S.C. §771 (2), a section of the 1933 Securities Act, which allows a defrauded investor to recover what he paid for the security, with interest, “less the amount of any income received thereon.... ”

The Court held that the tax benefits received by the defrauded investor as a result of his investment in the tax shelter did not constitute “income received” on the tax shelter investment. Speaking for the Court, Justice O’Connor stated that “the ‘receipt’ of tax deductions or credits is not itself a taxable event for the investor has received no money or other ‘income’ within the meaning of the Internal Revenue Code.” Loftsgaarden, 478 U.S. at 657, 106 S.Ct. at 3149.

Loftsgaarden then, is directly on point with respect to the alleged error committed by the trial court in refusing Jury Instruction 1 as that instruction relates to the testimony of Kutchera concerning the tax benefits plaintiffs’ received by their investment in the Boettcher portfolio, i.e., one of the issues resolved by the court of appeals, but not appealed by either party. The case has no bearing, however, on the testimony presented by Hairgrove with respect to the hypothetical taxes on the hypothetical portfolio.

Plaintiffs also relied on Western Federal Corp. v. Erickson, 739 F.2d 1439 (9th Cir.1984), in support of Jury Instruction 1. Erickson addressed the same issue that the Supreme Court considered in Lofts-gaarden two years after the Ninth Circuit rendered its opinion. The Erickson court stated, in relevant part, “[o]ur recent decision in Burgess v. Premier Corp., 727 F.2d 826, 837-38 (9th Cir.1984), refused to deduct tax benefits in a securities case, and specifically endorsed the reasoning of the district court in this case [holding that the judgment should not be reduced by the amount of tax benefits realized by the investors]. The appellants’ argument is without merit.” Erickson, 739 F.2d at 1444. Like Loftsgaarden, Erickson also *215provides support for the conclusion that Jury Instruction 1 has no relevancy to the taxation issue presented by Hairgrove’s testimony.

Finally, plaintiffs cite Knuckles v. C.I.R., 349 F.2d 610 (10th Cir.1965), in support of Jury Instruction 1. Knuckles has absolutely no bearing on any issue presented in this case, as the sole question presented there was “whether the amount of money received by taxpayer, Mason K. Knuckles, in settlement of a claim against his former employer was money received as damages for personal injuries and hence not includa-ble in income under section 104(a) of the Internal Revenue Code (26 U.S.C.A. § 104(a)).” Id. at 612.

In sum, by its very terms Jury Instruction 1 is simply not pertinent to the question of whether hypothetical taxes which would be owed on a hypothetical investment used to calculate lost profits may be considered by the jury. The fact that the authority relied on by plaintiffs for this instruction has nothing to do with the issue presented to this court, providés additional support for my opinion that Jury Instruction 1 itself has no relevance to that issue.

IV

The majority correctly observes that this court has “not previously considered whether evidence of income tax liability is relevant to a damage award in an action premised on both Colorado securities laws and common law.” Maj. op. at 203. I also agree with the majority’s statement that “federal authorities are highly persuasive when the Colorado Securities Act parallels federal enactments.” Id. at 204.

I believe, however, that the precedent relied on which is derived from federal securities law cannot support the holding that a jury should not consider the hypothetical tax liability on a hypothetical investment portfolio which was introduced for the purpose of establishing the plaintiffs’ damages. The reason for this conclusion is that under the federal securities laws relied on by the majority, lost profits — the measure of damages which the hypothetical portfolio is intended to illustrate — are simply not an appropriate measure of damages.3 To the contrary, the case law applying section 12 of the Securities Act of 1933 (the same section which the majority relies on in support of its holding) provides that the appropriate measure of damages under that section is rescission and restitution if the investor still owns the property, or a rescissionary measure of damages otherwise. Indeed, the majority opinion implicitly acknowledges this fact when it cites Burgess v. Premier Corp., 727 F.2d 826 (9th Cir.1984), for the proposition that “[t]he purpose of the damages [under the securities act of 1933] is to place the doctors in as good a position financially as that in which they would have been had they not made the transaction, i.e., to accomplish rescission.” Maj. op. at 204 (quoting Burgess, 727 F.2d at 838). While the authorities which are in accord with Burgess are too numerous to cite, representative cases include Astor Chauffeured Limousine v. Runnfeldt Investment Corp., 910 F.2d 1540, 1551-52 (7th Cir.1990) ([T]he securities “statutes limit victims to ‘actual damages’, which courts routinely understand to mean ‘out of pocket loss’.... [which] does not include lost profits.” (citations omitted)); Hoxworth v. Blinder, Robinson & Co., 903 F.2d 186, 203, n. 25 (3d Cir.1990) (“A defrauded buyer is entitled to rescission under section 12(2), if the defendant seller still owns the stock, or a rescissionary measure of damages otherwise.”); Adalman v. Baker, Watts & Co., 807 F.2d 359, 372-73 (4th Cir.1986) (rescission and restitution are *216the proper measure of damages under section 12(2)). See Randall v. Loftsgaarden, 478 U.S. 647, 671-72, 106 S.Ct. 3143, 3157 (Brennan, J., dissenting) (“rescission and restitution ... is the relief Congress describes in § 12(2),” and observing that placing a plaintiff “in a better position than he occupied before the contract was made [is] a result contrary to the theory of restitution”).

Consequently, the reliance on authority addressing the question of whether taxes are a proper consideration in the context of a securities damage award are, to say the least, applied out of context in determining whether taxes are a proper consideration in determining lost profits suffered as a result of a securities transaction. It is my opinion therefore, that such authority should not, and cannot properly, be relied on.

Furthermore, even if one were to assume that this authority “provides the appropriate framework,” maj. op. at 206, the factual context of those decisions is so clearly distinguishable from the circumstances presented here, that the conclusions reached are simply inapposite to the present controversy. As previously noted, Loftsgaarden addressed the question of whether the tax benefits received by a tax shelter investor were to be considered “income received” for purposes of determining damages under the Securities Act of 1933. The hypothetical tax liability which would have been incurred had plaintiffs invested in the hypothetical portfolio is obviously not a “tax benefit” and thus, no argument could conceivably be made that such taxes — which have never and will never be paid by plaintiffs — should be characterized as “income received.” Because the hypothetical taxes at issue here can neither be characterized as a “tax benefit” nor “income received,” the issue which the Court addressed in Loftsgaarden is irrelevant to the question presented here.

V

Though there is apparently no authority on point regarding whether a jury should consider the hypothetical tax liability created on a hypothetical investment which is testified to in order to assess lost profits, I am of the opinion that such taxes should be considered. As Hairgrove’s testimony clearly illustrates, the only way in which to accurately estimate the return generated by a hypothetical investment is to consider the tax liability that such an investment would create. The reason this is the case is that in the absence of tax considerations, the return which is reinvested year after year will be significantly greater than it would be in the “real world,” that is, if plaintiffs actually had invested in the hypothetical portfolio. The greater returns that are generated by virtue of ignoring the applicable tax liability will in turn generate a greater return in subsequent years (as more and more money will be reinvested year after year than if the applicable tax liability were considered). As Hairgrove explained, the difference between plaintiffs’ lost profits based on the tax-free hypothetical portfolio as compared to a hypothetical portfolio in which only the after tax amounts are reinvested is $225,200.

While the law does not require a jury to assess damages with mathematical certainty, a jury should be provided “[a] reasonable basis for computation and the best evidence obtainable under the circumstances of the case which will enable [it] to arrive at a fairly approximate estimate of the loss.” Tull v. Gundersons, Inc., 709 P.2d 940, 945-46 (Colo.1985) (citation omitted). Permitting a jury to consider the tax liability created by the investment in a hypothetical portfolio which is admitted as proof of lost profits would, in my opinion, provide “the best evidence obtainable” to arrive at a “fairly approximate estimate of the loss.” Id.

For the reasons stated above, I respectfully disagree with part II of the majority opinion and accordingly, concur in the result only.

. Kutchera testified that “in my opinion that’s how much she actually has saved just because of being in these limited partnerships for this period of 10 years, $51,000. The income tax savings only. It has nothing to do with cash distributions or sales price, or anything else, that’s just the tax consequence, the tax benefit, I should say.”

. Kutchera testified the amount of damages suffered by plaintiffs "as a result of participating in the Boettcher portfolio as opposed to Mr. Christensen’s portfolio” was $558,300.

. I am aware, however, that lost profits may be an appropriate measure of damages under one of plaintiffs’ other theories of recovery. Consequently, if plaintiffs assert the same claims for relief at the new trial as they have here, and can show that lost profits are a proper measure of damages under one or more of those claims, it should be made clear that liability premised on only certain claims for relief can warrant the imposition of damages based on lost profits. That is, if the jury were to find that Boettcher is liable based solely on Colorado securities law, then lost profits should not be considered in measuring the damages suffered by plaintiffs as a result of the violation of those laws.