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

More documents

Recommendations

Info

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 –
From the state tax library of Reed Smith LLPwww.reedsmith.com/DEtaxfor other related documents, please email ksollie@reedsmith.com244. Through the VDA, CA and the State entered into a binding contract that specifiesall of the material and essential terms of the parties' agreement.245. The material and essential terms of the parties' agreement are explicitly set forthin two standard forms – the VDA Notice of Intent and VDA Agreement – that were drafted bythe State.246. Pursuant to the material and essential terms of the parties' agreement, CA wasrequired to (1) complete a self-audit of its books and records for a certain amount of years tocalculate all abandoned or unclaimed property due to the State; (2) file certain abandonedproperty "reports" with the State; and (3) pay over all abandoned or unclaimed property to theState in accordance with its self-audit.247. Pursuant to material and essential terms of the parties' agreement, the State wasrequired to (1) waive any interest or penalties that might otherwise have been owed by CA inconnection with its payment of abandoned and unclaimed property for the years covered by itsself-audit and all preceding years; and (2) execute a standard VDA Agreement with CA thatmemorializes its release of CA from any obligation to pay interest and penalties.248. The conduct of the State, including, but not limited to, not accepting CA's offeredpayment, not executing the VDA Agreement, seeking to conduct a "second audit" of CA, andseeking to impose interest on CA, constitute one or more material breaches of the VDA.249. As a result of the State's conduct, CA suffered and will continue to suffersubstantial damage.250. As a direct and proximate result of the State's breach of contract, the State isliable to CA in an amount to be determined by the Court, together with interest, costs andattorneys' fees.- 77 –
Page 1 and 2:
From the state tax library of Reed
Page 3 and 4:
Page 5 and 6:
Page 7 and 8:
Page 9 and 10:
Page 11 and 12:
Page 13 and 14:
Page 15 and 16:
Page 17 and 18:
Page 19 and 20:
Page 21 and 22:
Page 23 and 24:
Page 25 and 26: From the state tax library of Reed
Page 75: From the state tax library of Reed
Page 87: From the state tax library of Reed
show all

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

Create successful ePaper yourself

Delete template?

Save as template?