Free Response to Motion - District Court of Federal Claims - federal

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No. 06-96C (Judge Wheeler) IN THE UNITED STATES COURT OF FEDERAL CLAIMS DENNIS W. JORDAN Plaintiff, v. THE UNITED STATES, Defendant. PLAINTIFF'S RESPONSE TO DEFENDANT'S MOTION TO DISMISS AND PLAINTIFF'S APPENDIX (PAGES 1 - 47)

H. WILLIAM MAHAFFEY Rothgerber Johnson & Lyons LLP Wells Fargo Tower 90 South Cascade Ave. Suite 1100 Colorado Springs, CO 80906 Tel. (719) 386-3000 Fax. (719) 386-3070 [email protected] Attorney for Plaintiff September 5, 2006

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Table of Contents

PLAINTIFF'S RESPONSE TO DEFENDANT'S MOTION TO DISMISS .......... 1 PLAINTIFF'S BRIEF .............................................. 1 ISSUES PRESENTED ............................................... 1 STATEMENT OF THE CASE .......................................... 2 1. 2. 3. NATURE OF THE CASE ................................... 2 STANDARD OF REVIEW ................................... 2 STATEMENT OF FACTS ................................... 3

ARGUMENT ....................................................... 6 I. THE COURT HAS JURISDICTION UNDER THE TUCKER ACT TO RULE UPON MR. JORDAN'S CLAIM FOR MONEY DAMAGES ARISING FROM THE GOVERNMENT'S BREACH OF AN EXPRESS CONTRACT ........................ 6 THE UNITED STATES GOVERNMENT BREACHED AN EXPRESS CONTRACT TO COMPROMISE AND SETTLE MR. JORDAN'S TAX LIABILITIES FOR 1999 AND 2000 ................................................. 8

II.

III. THE ISSUE OF WHETHER A VALID CONTRACT BETWEEN THE GOVERNMENT AND MR. JORDAN WAS FORMED IS A QUESTION OF FACT, PRECLUDING THE GOVERNMENT'S MOTION TO DISMISS. ..................... 13 CONCLUSION .................................................... 16

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Table of Authorities Cases Alaska v. U.S., 32 Fed. Cl. 689 (1995) ......................... 3 Buesing v. U.S., 42 Fed. Cl. 679 (1999) ................ 8, 10, 14 Clearfield Trust Co. v. U.S., 318 U.S. 363 (1943) .............. 6 Dolmatch Group, Ltd v. U.S., 40 Fed. Cl. 431 (1998) ........... 14 Estate of Kokernot v. Comm'r., 112 F.3d 1290 (5th Cir. 1997).... 8 Franconia Assocs. V. U.S., 536 U.S. 129 (2002) ................. 6 Hamlet v. United States, 873 F.2d 1414 (Fed. Cir. 1989) ........ 3 Hansen Bancorp, Inc. v. U.S., 367 F.3d 1297 (2004) ............ 13 Indiana Michigan Power Co. v. U.S., 422 F.3d 1269 (Fed. Cir. 2005) ....................................................... 13 Miree v. DeKalb County, 433 U.S. 25 (1977) ..................... 3 Reynolds v. Army & Air Force Exch. Serv., 846 F.2d 746 (Fed. Cir. 1988) ................................................ 2, 3 Robbins Tire & Rubber Co. v. Comm'r., 52 T.C. 420 (1969) ....... 8 Roberts v. U.S., 242 F.3d 1065 (Fed. Cir. 2001) ................ 7 San Carlos Irrigation & Drainage Dist. V. U.S., 111 F.3d 1557 (Fed. Cir. 1997) ............................................ 13 Scheuer v. Rhodes, 416 U.S. 232 (1974) ......................... 3 Total Medical Management, Inc. v. U.S., 104 F.3d 1314 (Fed. Cir. 1997) ........................................................ 9 Treaty Pines Invs. Partnership v. Comm'r., 967 F.2d 206 (5th Cir. 1992) ................................................... 8 U.S. v. King, 395 U.S. 1 (1969) ................................ 6 U.S. v. Mitchell, 463 U.S. 206 (1983) .......................... 6 U.S. v. Sherwood, 312 U.S. 584 (1941) .......................... 6 Statutes 26 U.S.C. § 7121(a) ........................................... 11 28 U.S.C. § 1491(a)(1) ...................................... 6, 8 Treatises RESTATEMENT (SECOND) RESTATEMENT (SECOND)
OF OF

CONTRACTS, Contracts, § 243(4) .............. 13 CONTRACTS, Contracts, § 347 cmt. c (1981) ... 13

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IN THE UNITED STATES COURT OF FEDERAL CLAIMS

DENNIS W. JORDAN, Plaintiff, v. THE UNITED STATES, Defendant. No. 06-96 (Judge Wheeler)

PLAINTIFF'S RESPONSE TO DEFENDANT'S MOTION TO DISMISS Plaintiff, Dennis W. Jordan, by and through his attorney, hereby submits his Response to Defendant's Motion to Dismiss, document 11-1, filed on August 4, 2006 ("Defendant's Brief"). In support of his Response, we rely upon the Defendant's brief, the following brief and the appendix attached to this brief. PLAINTIFF'S BRIEF ISSUES PRESENTED (1) Whether this Court has jurisdiction to award damages for breach of a settlement agreement with the United States Government? (2) Whether the Government's Motion to Dismiss should be DENIED because there is a question of fact as to whether an enforceable contract was entered into between Mr. Jordan and the United States?

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STATEMENT OF THE CASE 1. NATURE OF THE CASE This is a contract case. The United States Government has

breached an express contract with Mr. Jordan to settle his outstanding tax liabilities for the tax years 1999 and 2000 (the "Tax Liabilities"). Mr. Jordan submitted a Form 656, Offer in

Compromise, to the Internal Revenue Service ("IRS"), to settle his Tax Liabilities. Under the directions of an Internal

Revenue Service Officer with proper, delegated authority, the IRS responded with a counteroffer according to its terms, which he promptly accepted, forming an express contract. The

Government has subsequently breached such contract by failing to discharge the balance of Mr. Jordan's Tax Liabilities, and Mr. Jordan seeks money damages for such breach equal to the balance of such Tax Liabilities. 2. Standard of Review. When considering a motion to dismiss, the court may

consider all relevant evidence in order to resolve any disputes as to the truth of the jurisdictional facts alleged in the

complaint. Reynolds v. Army & Air Force Exch. Serv., 846 F.2d 746, 747 (Fed. Cir. 1988). The court is required to decide any

disputed facts which are relevant to the issue of jurisdiction. Id.

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The standard for weighing the evidence presented by the parties when evaluating a motion to dismiss for lack of jurisdiction, pursuant to RCFC 12(b)(1), has been articulated by the United States Supreme Court, as follows: "in passing on a

motion to dismiss, whether on the ground of lack of jurisdiction over the subject matter or for failure to state a cause of action, the allegations of the complaint should be construed favorably to the pleader." Scheuer v. Rhodes, 416 U.S. 232,

236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974); accord, Hamlet v. United States, 873 F.2d 1414, 1416 (Fed. Cir. 1989); see also, Alaska v. U.S., 32 Fed. Cl. 689, 695 (1995), appeal dismissed, 86 F.3d 1178 (Fed. Cir. 1996). In rendering a decision, the

court must presume that the undisputed factual allegations included in the complaint by a plaintiff are true. Miree v.

DeKalb County, 433 U.S. 25, 27 n. 2, 97 S.Ct. 2490, 53 L.Ed.2d 557 (1977); Reynolds v. Army & Air Force Exch. Serv., 846 F.2d at 746; Alaska v. United States, 32 Fed. Cl. at 695. 3. STATEMENT OF FACTS Mr. Jordan incurred an outstanding tax liability for the tax year 1999, in the amount of $20,946.04, plus penalty and interest. He also incurred an outstanding tax liability for the

tax year 2000, in the amount of $17,254.83, plus penalty and interest. Because of his inability to fully pay the Tax

Liabilities, Mr. Jordan submitted a Form 656, Offer in -3{A0081591 / 4}

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Compromise on March 22, 2002, offering to pay $10,000 within 90 days as full payment of his outstanding Tax Liabilities. App. 1111. More than a year later, on April 23, 2003, the IRS Offer Specialist assigned to Mr. Jordan, Ms. Marianna Caldera, finally organized a case file for Mr. Jordan and began her initial inquiry. App. 13. As part of her investigation, Ms. Caldera

requested additional information from Mr. Jordan, which he provided. App. 13-14. While reviewing the information, and

conducting her own investigation, Ms. Caldera came to several conclusions as to Mr. Jordan's ability to pay, and the necessary amount of any minimum offer. App. 15-16. During this time, Mr.

Jordan also spoke with Ms. Caldera over the phone. App. 16-17. To Mr. Jordan's knowledge and belief, based on statements made to Mr. Jordan by Ms. Caldera, she discussed his offer with Ms. Siebel, her group manager. Again, to the best of Mr. Jordan's

knowledge and belief, based on statements made to Mr. Jordan by Ms. Caldera, Ms. Siebel and Ms. Caldera worked together to determine a final settlement amount of $12,721 for his Tax Liabilities. On May 19, 2003, Ms. Caldera drafted a letter to Mr. Jordan conveying Ms. Siebel's and Ms. Caldera's counteroffer of $12,721

1

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to settle Mr. Jordan's Tax Liabilities. App. 28-36.

The terms

of such counteroffer were contained in an amended Form 656, Offer in Compromise, prepared by Ms. Caldera. App. 30-36. The

counteroffer was prepared as a cash offer, payable in 90 days, with a total payment amount of $12,721. Mr. Jordan accepted the

counteroffer by signing and returning the Form 656 prepared by Ms. Caldera (App. 38-41), and by submitting full payment of $12,721 (App. 42-43). check. The Government negotiated Mr. Jordan's

These actions, indicating an offer, acceptance,

consideration, and mutual intent, created an express contract between Mr. Jordan and the United States to settle his Tax Liabilities for $12,721. Several months subsequent to the parties entering into the settlement agreement, on October 1, 2003, Mr. Jordan's financial obligations to pay alimony ended. Based on these changes, Ms.

Caldera sent Mr. Jordan a second letter, on December 8, 2003, attempting to revoke the counteroffer of May 19, 2003. App. 4445. On March 2, 2004, the Government again purported to reject Finally, on March 6, 2004, more than 2 years

the contract.

after submitting his original offer, and approximately 9 months after entering the settlement agreement and tendering payment, the Government mailed Mr. Jordan a new check for $12,721, drawn on the United States Treasury. such tender. -5{A0081591 / 4}

Mr. Jordan refused to accept

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The Government has breached its express contract to settle Mr. Jordan's Tax Liabilities, and continues to deny its obligations under said contract. ARGUMENT I. The Court Has Jurisdiction Under The Tucker Act To Rule Upon Mr. Jordan's Claim For Money Damages Arising From The Government's Breach of An Express Contract. The United States may not be sued without its consent. U.S. v. Sherwood, 312 U.S. 584, 586 (1941). A waiver of the

United State's sovereign immunity cannot be implied, but must be unequivocally expressed. U.S. v. King, 395 U.S. 1, 4 (1969). However, once sovereign immunity is waived, the Government conducts business with its citizens on business terms, much like any other party. Franconia Assocs. V. U.S., 536 U.S. 129, 141 (2002), citing Clearfield Trust Co. v. U.S., 318 U.S. 363, 369 (1943). Section 1941(a)(1) of title 28 of the U.S. Code (the

"Tucker Act") gives the U.S. Court of Federal Claims jurisdiction to render judgment upon any claim against the United States founded upon any express contract with the United States. In addition to creating jurisdiction, the Tucker Act

also constitutes a waiver of sovereign immunity with respect to claims against the Government which are founded upon any express or implied contract with the United States. U.S. v. Mitchell, 463 U.S. 206, 212, (1983). As such, the Government has -6{A0081591 / 4}

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expressly waived sovereign immunity, and jurisdiction exists in this Court for Mr. Jordan's claims for money damages against the Government arising from the breach of their express contract. In this case, Mr. Jordan is not seeking a refund or recovery of a tax; this is not a Federal tax refund suit. Nor

is Mr. Jordan seeking an injunction to prevent the Government from collecting taxes. Rather, this is a claim for breach of an

express contract, for which Mr. Jordan seeks money damages arising from the Government's breach. Mr. Jordan's damages are

equal to the excess of his total Tax Liability over the amount accepted by the government. The characterization of such a claim is something the IRS is already familiar with. In Roberts v. U.S., the taxpayer

entered into an Officer in Compromise, which the IRS claimed the taxpayer subsequently breached. 242 F.3d 1065 (Fed. Cir. 2001). The taxpayer paid all or a substantial portion of his tax liability and filed a claim for refund. Id., at 1067. The

Government argued that because the taxpayer's claims were contractual in nature, his claims should not be characterized as a tax refund suit, but rather as a contractual claim against the Government, with jurisdiction under the Tucker Act. Id., at 1067. Because the nature of Mr. Jordan's claim is contractual in nature, this Court has jurisdiction to hear such claim under -7{A0081591 / 4}

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28 U.S.C. § 1941(a)(1) .

As such, with respect to the first

issue presented in the Defendant's brief, the Court should hold that it does have jurisdiction under 28 U.S.C. § 1941(a)(1) to entertain Mr. Jordan's claims, and that Mr. Jordan has presented a substantive claim of breach of express contract, which is enforceable against the United States for money damages.

II.

The United States Government Breached An Express Contract To Compromise and Settle Mr. Jordan's Tax Liabilities for 1999 and 2000. Tax settlement agreements are contracts, and are

interpreted under general contract law principles. Buesing v. U.S., 42 Fed. Cl. 679, 686 (1999) (citing, Treaty Pines Invs. Partnership v. Comm'r., 967 F.2d 206, 211 (5th Cir. 1992)). The

terms of the contract are ideally found in the four corners of the agreement, but when ambiguous, the Courts may interpret the language in the context of the circumstances surrounding the contract's execution. Estate of Kokernot v. Comm'r., 112 F.3d 1290, 1294 (5th Cir. 1997) (citing, Robbins Tire & Rubber Co. v. Comm'r., 52 T.C. 420, 435-36 (1969)). To establish an express contract with the United States, the Plaintiff must establish: (i) a mutual intent between the parties to contract, (ii) an offer, (iii) acceptance, (iv) consideration, and (v) authority for the government's agent to bind the government in contract. Total Medical Management, Inc. -8{A0081591 / 4}

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v. U.S., 104 F.3d 1314, 1319 (Fed. Cir. 1997), cert. denied, 522 U.S. 857 (1997). In this case, all of the elements of an

express contract to compromise and settle Mr. Jordan's outstanding tax liabilities for 1999 and 2000 are satisfied. Mutual intent is shown through the parties' offer, counteroffer, correspondence and communications. The terms of

the offer are contained in the revised Form 656, Offer in Compromise provided to Mr. Jordan by the IRS. See, App. 30-36. The Government claims that Ms. Caldera's letter cannot be considered a counteroffer because of her use of a revised Form 656, Offer in Compromise to extend the counteroffer (see, Defendants Brief, page 10-11). Mr. Caldera communicated the

counteroffer by completing and delivering the Form 656 referred to in Defendant's brief. The completion of the Form 656 with a

payment amount acceptable to the government, accompanied by her letter dated May 16, 2006,constituted a counteroffer. In her

May 19, 2003, letter Ms. Caldera wrote to Mr. Jordan saying, "we have concluded that we cannot accept an offer for less than $12,721.00 for a cash offer (payable in 90 days)." App. 28. The

letter included a Form 656, Offer in Compromise, which was fully prepared by the IRS, including Item 7, which Ms. Caldera filled out as a cash offer (payable in 90 days or less) in the amount of $12,721.00. App. 30-36.

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The only conclusion to be drawn from Ms. Caldera's letter, and the Form 656 prepared by her, is that the government offered to accept payment of $12,721.00 in discharge of the Tax Liability. Mr. Jordan did not have to elect which type of offer He did not have to fill in

he would make on the IRS's Form 656. the amount of the offer.

All that Mr. Jordan was required to do

was to sign the form provided by the IRS and submit payment within 90 days. As such, the statements in Ms. Caldera's

letter, when viewed with the enclosed Form 656, prepared in full by the IRS, clearly indicate the extension of a counteroffer to Mr. Jordan's original Offer in Compromise. Mr. Jordan's acceptance of the counteroffer is plainly evident through his actions. See, e.g., Buesing v. U.S., 42 Fed. Cl. 679, 686 (1999) (a counteroffer may be accepted by conduct). First, he executed the Form 656 supplied to him by the IRS. Second, he tendered full payment of the cash offer amount requested. Acceptance was certain, because Mr. Jordan completed

all of the acts he was required to perform under the contract. Consideration for the contract was supplied through Mr. Jordan's payment, and the mutual forbearance of both parties. See, e.g., Buesing v. U.S., 42 Fed. Cl. 679, 686 (1999) ("a settlement agreement is a contract; mutual forbearance supplies the consideration").

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The final requirement to establish an express contract is authority in the government's agent to bind the government in contract. The Government contends that a Mr. Jordan was unable

to enter into a binding contract with the Government because Ms. Caldera lacked specific authority to compromise Mr. Jordan's outstanding tax liability. Defendant's Brief, page 14-16. Section 7121(a) of the Internal Revenue Code of 1986, as amended, vests authority in the Secretary to compromise any civil case arising under the internal revenue laws. The

Secretary has delegated this authority for claims under $100,000 to Ms. Seibel, the IRS Group Manager. Defendant's Brief, page 13. If we are to read Ms. Caldera's letter literally, it

states, "we have concluded that we cannot accept an offer for less than $12,721.00 for a cash offer (payable within 90 days)." App. 28 (emphasis added). The use of the word "we" implies that

someone other than Ms. Caldera was involved in the determination to increase the offer amount to $12,721.00. On such a premise, it would be meaningless to attribute such collaborative efforts to someone in the same grade or position as Ms. Caldera. authority of the letter. Such a person would not add to the However, it would be reasonable, and

more likely, for a supervisor to approve the decision to increase Mr. Jordan's offer from $10,000 to $12,721.

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Regardless of the textual constructs of Ms. Caldera's letter, Mr. Jordan fully believes, based on his conversations with Ms. Caldera, that she discussed the counteroffer with her supervisor, Ms. Siebel, who is authorized to compromise tax liabilities under $100,000, and that Ms. Siebel authorized and directed Ms. Caldera to extend the counteroffer. Under general

contract law, an offer, or a counteroffer, extended by Ms. Caldera, on Ms. Siebel's behalf, could be accepted by Mr. Jordan, and bind the Government. Because Mr. Jordan can demonstrate the elements of an express contract, namely, mutual intent, an offer, acceptance, consideration, and authority in the agent to bind the Government in Contract, the Court should find an express contract existed between Mr. Jordan and the Government for the settlement of Mr. Jordan's Tax Liabilities. The Government's failure to abide

by the terms of such contract, which are evidenced in the Form 656, Offer in Compromise, supplied to Mr. Jordan by the IRS, constitutes a total breach, entitling Mr. Jordan to money damages. A total breach "is a breach that 'so substantially impairs the value of the contract to the injured party at the time of the breach that it is just in the circumstances to allow him to recover damages based on all his remaining rights to performance.'" Hansen Bancorp, Inc. v. U.S., 367 F.3d 1297, 1311 -12{A0081591 / 4}

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(2004) (quoting, RESTATEMENT (SECOND) § 243(4)).

OF

CONTRACTS, Contracts,

The remedy for such breach "is damages sufficient to

place the injured party in as good a position as it would have been had the breaching party fully performed." Indiana Michigan Power Co. v. U.S., 422 F.3d 1269, 1373 (Fed. Cir. 2005) (citing, San Carlos Irrigation & Drainage Dist. V. U.S., 111 F.3d 1557, 1562 (Fed. Cir. 1997)). "The general principle is that all

losses, however described, are recoverable." Id., (quoting, RESTATEMENT (SECOND)
OF

CONTRACTS, Contracts, § 347 cmt. c (1981)).

In this case, a total breach of the Government's Offer in Compromise would entitle Mr. Jordan to all remaining rights under the contract, and specifically, damages in an amount necessary to place Mr. Jordan in as good a position as he would have otherwise been in, had the Government fully performed. Therefore, with respect to the second issue presented in the Defendant's brief, the Court should hold that Mr. Jordan has stated a claim for total breach of an express contract with the United States, entitling him to money damages in an amount necessary to make him whole. III. The Issue Of Whether a Valid Contract Between the Government And Mr. Jordan Was Formed Is A Question Of Fact, Precluding The Government's Motion To Dismiss. In cases virtually identical to the case at issue, this Court has held that because the issue of whether a valid contract is formed is a question of fact, the Governmenmts -13{A0081591 / 4}

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motion to dismiss shoould be denied.

In the instant case, Mr.

Jordan asserrts that he was advised that Ms. Caldera forwarded the revised Form 656 and May 19, 2003 letter only after conferring with her supervisor, Ms. Siebel. In Buesing, as in this case, the governemnt arguied that an IRS agent did not have the autohirty to enter into a settlemetn agreement. 42 Fed. Cl. 679 (1999). In Buesing, as in here, the Taxpayer asserted that

the agent had in fact been specifially authoirzed to enter into the contract. Id. The Court of Claims ruled:

"In addition, there appears to be some controversy as to whether Revenue Agent Unger had obtained approval on the proposed settlement agreement from his superior, Mr. Perry. These facts are of material significance to the outcome of this litigation. Therefore, it is prudent for the court to deny the motion to dismiss, pending an appropriate determination of Revenue Agent Unger's authority." 42 Fed.Cl. at 691. While Plaintiff asserts it is clear that the Government made a counteroffer when it completed the offer in compromise form providing for payment of $12,721 and sending a letter to Mr. Jordan stating that $12,721 would be accepted by the Internal Revenue Service, such facts at the least present a question of fact as to whether the government made a counteroffer. In Dolmatch Group, Ltd v. U.S., the Court held that where the government revised a contract in response to a contract prepared by a private party, the very fact that the government -14{A0081591 / 4}

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prepared the revised contract gave rise to a question of fact as to whether a counteroffer was made by the government. 40 Fed.Cl. 431 (1998). Specifically, the Court said:

"Although the evidence is, at best, scanty, plaintiff has raised a question of fact as to whether the retyped contract constituted a counteroffer by the Smithsonian. The relevant questions are: who prepared the retyped version; and was it done with the intent of conveying an acceptable counteroffer? Questions of fact therefore exist as to whether an implied-in-fact contract arose after the November 1993 letter and as to whether the retyped contract constituted a counteroffer by the Smithsonian, which was then accepted by plaintiff." 40 Fed.Cl. at 437. While the facts in the instant case are far more compelling than those in Dolmach, certainly, the preparation of a revised Form 656, together with a letter advising Mr. Jordan that his offer would be accepted, give rise to a question of fact

precluding the granting of the Government's motion to dismiss.

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CONCLUSION WHEREFORE, Plaintiff respectfully requests the Court to DENY Defendant's Motion to Dismiss, and grant such other relief as the Court deems appropriate. September, 2006. Respectfully submitted, Dated this 5th day of

s/ H. William Mahaffey H. WILLIAM MAHAFFEY Rothgerber Johnson & Lyons LLP Wells Fargo Tower 90 South Cascade Ave. Suite 1100 Colorado Springs, Colorado 80903-1662 Tel. (719) 386-3000 Fax. (719) 386-3070 [email protected]

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STATUTES

26 U.S.C. § 7121.

Closing agreements.

(a) Authorization. The Secretary is authorized to enter into an agreement in writing with any person relating to the liability of such person (or of the person or estate for whom he acts) in respect of any internal revenue tax for any taxable period. (b) Finality. If such agreement is approved by the Secretary (within such time as may be stated in such agreement, or later agreed to) such agreement shall be final and conclusive, and, except upon a showing of fraud or malfeasance, or misrepresentation of a material fact-(1) the case shall not be reopened as to the matters agreed upon or the agreement modified by any officer, employee, or agent of the United States, and (2) in any suit, action, or proceeding, such agreement, or any determination, assessment, collection, payment, abatement, refund, or credit made in accordance therewith, shall not be annulled, modified, set aside, or disregarded.

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28 U.S.C. § 1491.

Claims against United States generally;

actions involving Tennessee Valley Authority (a) (1) The United States Court of Federal Claims shall have jurisdiction to render judgment upon any claim against the United States founded either upon the Constitution, or any Act of Congress or any regulation of an executive department, or upon any express or implied contract with the United States, or for liquidated or unliquidated damages in cases not sounding in tort. For the purpose of this paragraph, an express or implied contract with the Army and Air Force Exchange Service, Navy Exchanges, Marine Corps Exchanges, Coast Guard Exchanges, or Exchange Councils of the National Aeronautics and Space Administration shall be considered an express or implied contract with the United States.

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APPENDIX

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APPENDIX Item Page

March 12, 2002, Offer in Compromise for $10,000 ................. 1 IRS Transcript History .......................................... 12 May 19, 2003, Letter from Ms. Caldera to Mr. Jordan Containing the Counteroffer ................................ 27 May 30, 2003, Letter from Mr. Jordan to Ms. Caldera With Amended Form 656, Accepting the Counteroffer .......... 36 August 18, 2003, Letter from Mr. Jordan with Check For Payment of $12,721.00 .................................. 41 December 8, 2003, Letter from Ms. Caldera to Mr. Jordan Attempting to Revoke Counteroffer .......................... 43

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