Delcon Partners LLC v. Wyoming Department of Revenue
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The Supreme Court affirmed the decision of the Wyoming Board of Equalization affirming the determination of the Department of Revenue that Delcon Partners, LLC's purchase of a portion of Delcon, Inc's tangible and intangible assets was not exempt from sales tax, holding that the Department correctly concluded that the transaction was not excluded from the definition of "sale" under Wyo. Stat. Ann. 39-15-101(a)(vii)(N) and was subject to sales tax.
Delcon Partners purchased twenty-eight percent of Delcon, Inc's assets. The Department determined that the transaction was not exempt from sales tax because Delcon Partners did not purchase at least eighty percent of the total value of the assets, including cash and accounts receivable. The Board affirmed. Delcon appealed, arguing that section 39-15-101(a)(vii)(N) should be interpreted to require only a purchase of eighty percent of a seller's tangible personal property rather than eighty percent of its total Wyoming assets. The Supreme Court affirmed, holding that the statute plainly conditions exclusion from the definition of "sale" on the purchase of at least eighty percent of the value of all of a business entity's assets located in Wyoming, which did not happen in this case.
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