CA, Inc.'s Answer and Counterclaim - Reed Smith

From the state tax library of Reed Smith LLPwww.reedsmith.com/DEtaxfor other related documents, please email ksollie@reedsmith.com238. Specifically, the State promised and represented to CA that: (1) the VDAAgreement would be executed; (2) the VDA Agreement would be executed upon CA'scompletion of a self-audit, CA's presentation of materials to the State pursuant to the self-audit,and CA's offering to make full payment to the State of the amount set forth in the self-audit;(3) CA would not be subject to interest or penalties pursuant to the VDA; (4) the VDA wouldlimit the years that CA would be required to report for purposes of abandoned and unclaimedproperty; and (5) the State would not conduct an independent audit of CA during the VDA.239. The State expected or reasonably should have expected that CA would rely on itspromises and representations.240. CA reasonably relied on the State's promises and representations to its detriment,including, but not limited to, executing the VDA Notice of Intent, complying with the terms ofthe VDA, expending significant time, resources and monies relative to conducting the self-audit,providing additional information to State when requested, and offering payment to the State.241. Injustice can only be avoided by enforcement of the State's promises andrepresentations.242. Accordingly, the State should be estopped from contesting the terms of the VDA,failing to execute a VDA agreement, failing to waive the payment of interest and penalties byCA, attempting to collect interest from CA, failing to accept CA's offered payment, and fromconducting its proposed second audit.herein.COUNT VI(Breach of Agreement)243. CA repeats and realleges paragraphs 1 through 243, above, as if fully set forth- 76 –