Charles J. Fox v. Commissioner of Revenue (November 18, 2005)

COMMONWEALTH OF MASSACHUSETTS

APPELLATE TAX BOARD


CHARLES J. FOX		        v.     COMMISSIONER OF REVENUE

Docket Nos. C194544				Promulgated:
		  C204027				November 18, 2005


	These Findings of Fact and Report are promulgated simultaneously with the issuance by the Appellate Tax Board ("Board") of its decisions on remand from the Appeals Court for the Commonwealth ("Appeals Court") pursuant to G.L. c. 58A, § 13 and 831 CMR 1.32.  These appeals were originally filed under the formal procedure pursuant to G.L. c. 58A, § 7 and G.L. c. 62C, § 39, from the refusal of the appellee Commissioner of Revenue ("Commissioner") to abate sales taxes assessed against Charles J. Fox ("Mr. Fox") for calendar years 1990 and 1991.     
Former Chairman O'Brien initially heard these appeals.  The original decisions for the appellee were issued by Commissioners Scharaffa and Gorton, former Chairmen Gurge and Burns, and former Commissioner Lomans.  See Fox v. Commissioner of Revenue, ATB Findings of Fact and Reports 1998-688 ("Fox I").  Mr. Fox appealed the original decisions to the Appeals Court.  With respect to the first three quarters of 1990 ("Tax Periods at Issue"), the Appeals Court vacated the Board's decisions and remanded the case to the Board with instructions for a new hearing. Fox v. Commissioner of Revenue, 51 Mass. App. Ct. 336, 345 (2001) ("Fox").  The Appeals Court reversed the Board's decisions with respect to the final quarter of 1990 and the first quarter of 1991 and remanded the case to the Board with instructions to enter its decisions for Mr. Fox.  Id.  
Commissioner Scharaffa heard the remanded case and was joined in the new decisions for the appellee by Chair Foley and Commissioners Gorton, Egan, and Rose with respect to the Tax Periods at Issue.  Additionally, pursuant to the decision of the Appeals Court, the Board entered its decisions for the appellant with respect to the final quarter of 1990 and the first quarter of 1991.  

	John George Neylon, Esq. for the appellant.
	Timothy R. Stille, Esq. for the appellee.

FINDINGS OF FACT AND REPORT
The issue in dispute is whether Mr. Fox was a person responsible for the unpaid taxes of Consolidated Graphics, Inc. ("Congraf") and its wholly-owned subsidiary, New England Lithograph Company, Inc. ("Nelco") (collectively "Companies").  
In reversing the Board's original decisions with respect to the final quarter of 1990 and the first quarter of 1991, the Appeals Court found that the testimony of Joseph Schiappa ("Mr. Schiappa") and of Mr. Fox indicated that, after David Halperin and Cambridge Meridien Group were hired in November of 1990, they "were in complete control of the companies' finances, as well as their other operations."  Fox, 51 Mass. App. Ct. at 345.  In remanding the Board's original decisions with respect to the Tax Periods at Issue, the Appeals Court ruled that with respect to the issue of who retained authority over the payment of the Companies' creditors, the only evidence was the conflicting testimony of Mr. Fox and Mr. Schiappa.  Id. at 342.  The Appeals Court determined that "the board could not evaluate the credibility of the witnesses without observing their demeanor when testifying.  Yet it does not appear from the record that any member participating in the board's decision actually attended the board's hearing."  Id. at 343 (citing Salem v. Massachusetts Comm'n Against Discrimination, 404 Mass. 170, 174-75 (1989) ("Salem")).  Accordingly, the Appeals Court ruled that the Board's decision "was fundamentally flawed and must be vacated."  Id. (citing Salem, 404 Mass. at 174-75).  The Appeals Court ordered the remand to give the Board an opportunity to hold a new hearing before a Board member who would "materially participate in the board's deliberations."  Id. at 343-44 (citing Salem, 404 Mass. at 174-75).  The parties agreed that the amount at issue after the Appeals Court's ruling is $195,792.60, exclusive of interest.   
Based on the testimony and exhibits entered into evidence at the new hearing of these appeals, the Board made the following findings of fact.  Mr. Fox was a Certified Public Accountant ("CPA").  In 1964, he developed a small accounting practice, which included a small printing company.  Mr. Fox was involved in the merger between that company and another small company, and the resulting company became Congraf.  In 1970, Mr. Fox resigned from his accounting practice and devoted his full-time efforts to Congraf.  In the next three decades, Congraf made numerous business acquisitions, including the acquisition of Nelco in 1986, when Congraf acquired all of its stock.  At all relevant times, Mr. Fox was the president and treasurer of Congraf, treasurer of Nelco, and Chief Executive Officer of the Companies.  He owned one-third of Congraf's stock and, pursuant to a voting trust entered into with George Comeau ("Mr. Comeau"), a one-third shareholder of the Companies, Mr. Fox effectively controlled two-thirds of the voting stock of the Companies.  
The Companies had a depository and lending relationship with Old Stone Bank of Providence, Rhode Island.  As a result of accounting discrepancies that Old Stone Bank discovered, Old Stone Bank requested that the Companies hire an independent management consultant.  Old Stone Bank recommended three names to the Companies.  One of the consultants on the list was Jonathan Altman ("Mr. Altman").  Mr. Fox hired Mr. Altman in November, 1989.  Mr. Altman was employed and paid by Congraf, and he reported to Mr. Fox.  In mid-November, 1989, Mr. Fox also hired Mr. Schiappa to be the comptroller of Congraf.  
Mr. Altman resigned from Congraf in May, 1990.  In November of that year, Old Stone Bank recommended that Congraf hire David Halperin ("Mr. Halperin"), a member of a consulting firm named Cambridge Meridien, to be a full-time consultant for the Companies.  Mr. Halperin testified that Mr. Fox was involved in the decision to hire him.  In November of that year, Mr. Fox promoted Mr. Schiappa to chief financial officer.
Mr. Schiappa testified that from the time he began his employment with Congraf, the bookkeeper, Catherine Vaghida, prepared checks with invoices and left those checks for Mr. Fox to review, and Mr. Schiappa recalled seeing numerous checks in Mr. Fox's office waiting for his review.  He further testified that, for a period of time, Mr. Fox did not sign the checks himself to appease Old Stone Bank, whose officers had become leery of his day-to-day involvement in the financial affairs of the Companies.  However, Mr. Schiappa testified that Mr. Fox nonetheless indicated to Frank Nappa, the vice president of manufacturing for Congraf, and Mr. Comeau which invoices should be paid.  Moreover, Mr. Schiappa also testified that Mr. Fox later decided to sign the checks himself.  
Mr. Schiappa also testified that, during the Tax Periods at Issue, he met with Mr. Fox on a regular basis to review monthly aging accounts payable.  He testified that at these meetings, Mr. Fox instructed him as to which outstanding accounts should be paid, and that checks would be prepared based on whether Mr. Fox had circled the account on the aging accounts payable report.  Mr. Schiappa testified that he and Mr. Altman made suggestions to Mr. Fox as to which expenses should be cut, but Mr. Fox made the final decisions as to which expenses would be paid.  Mr. Schiappa testified that, as early as the first quarter of 1990, he discussed the growing sales tax liability with Mr. Fox, and that they were both concerned with the liability, but they never made a formal request to Old Stone Bank asking for assistance in paying the balance.   
Mr. Altman corroborated the testimony of Mr. Schiappa by stating unequivocally that the person in control of the day-to-day operations of the Companies during the Tax Periods at Issue was Mr. Fox.  Kevin McDevitt, the loan officer for Old Stone Bank during the Tax Periods at Issue, stated on cross-examination that Old Stone Bank never took control over which bills should be paid during the relevant periods.  
Several outstanding accounts were paid which would not typically have been paid by a financially troubled company unless authorized by an individual in Mr. Fox's position.  These accounts consisted of personal expenses, including lease payments for luxury vehicles for Mr. Fox (a Cadillac), his wife (a Mercedes), and his daughter (a Porsche), and a corporate credit card used by Mr. Fox's daughter to purchase $4,000 worth of furniture for her personal apartment. 
Mr. Fox retained check-signing authority over the Companies' accounts during the Tax Periods at Issue, and he signed every check drawn on accounts with State Street Bank and BayBank.  Although Mr. Schiappa testified that he and Mr. Altman recommended that Mr. Fox not sign checks, and in fact Mr. Fox did not sign checks for a period of time, Mr. Fox nonetheless retained check-signing authority at all relevant times.  Moreover, Mr. Fox transferred funds between corporate bank accounts.  For example, Mr. Fox drew a $30,000 check, dated January 11, 1990, from the Congraf account at Old Stone Bank and deposited it into the Congraf account at State Street Bank.  Mr. Schiappa also testified that Mr. Fox met with creditors, and Mr. Fox himself testified that he continued to be informed on a daily basis of the Companies' cash needs.  Moreover, Mr. Fox executed financial notes on behalf of the Companies.  On March 2, 1990, Mr. Fox executed a $400,000 promissory note, with a personal guarantee, payable to Old Stone Bank in his capacity as President of Congraf and Treasurer of Nelco.  Mr. Fox also testified that between March 1990 and the beginning of 1991, he had signed additional notes on behalf of the Companies totaling $1,700,000, all with his personal guarantee.   
Mr. Fox testified that in his capacities as President and Treasurer, he met with venture capitalists to raise funds, and he met with prospective buyers for an attempted sale of the Companies.  Letters entered into evidence reveal that in May 1990, Mr. Fox negotiated a decrease in Nelco's rental payments, that he signed and guaranteed an amendment to a lease on behalf of Nelco, and that he was actively involved in the August 1990 move of Nelco to its new office space.    
On the basis of all of the evidence, the Board makes the following subsidiary findings of fact.  During the Tax Periods at Issue, Mr. Fox decided which of the Companies' creditors were to be paid, and he exercised control over the bank accounts of the Companies.  Mr. Fox was aware of the sales tax liabilities of the Companies, based on his involvement in reviewing aging accounts payable with Mr. Schiappa.  Mr. Fox also maintained control over the business operations of the Companies, including decisions on hiring and promoting Mr. Schiappa and the negotiation of leases.  The Board thus ultimately found that Mr. Fox was in control of the day-to-day financial and business operations of the Companies during the Tax Periods at Issue.  
Accordingly, as will be explained in the Opinion, the Board found that Mr. Fox was a person responsible for the payment of sales taxes under Massachusetts law and entered its decisions for the appellee with respect to the Tax Periods at Issue.  However, pursuant to the order of the Appeals Court in Fox, the Board entered its decisions for the appellant with respect to the final quarter of 1990 and the first quarter of 1991.

OPINION
The question presented in this appeal is whether Mr. Fox was a person responsible for the sales tax liabilities of the Companies, together with the related interest and penalties, for the Tax Periods at Issue.  Responsible person liability in Massachusetts is prescribed by G.L. c. 62C, § 31A, which provides that:
[i]f a person fails to pay to the commissioner any required tax of a corporation or partnership and such person is personally and individually liable therefor to the commonwealth under . . . section sixteen of chapter sixty-four H, . . . the commissioner shall so notify such person in writing . . . .  After the expiration of thirty days from the date of such notification, such person shall be personally and individually liable for the tax . . . . 

(emphasis added).  G.L. c. 64H, § 16 provides as follows:
[e]very person who fails to pay to the commissioner any sums required by this chapter shall be personally and individually liable therefor to the commonwealth.  The term "person," as used in this section, includes an officer or employee of a corporation, or a member of a partnership, who as such officer, employee or member is under a duty to pay over the taxes imposed by this section . . . . 

(emphasis added).
 
The sales tax is commonly referred to as a "trustee" tax, i.e., a tax which a person "collects from those with whom it does business and is obliged to pay over to the Commonwealth."  Brown v. Commissioner of Revenue, ATB Findings of Fact and Reports 1994-256 at 261, aff'd, 424 Mass. 42 (1997) ("Brown").
In Brown, the Supreme Judicial Court ruled that, absent express authority pursuant to the terms of an individual's employment, no ready legal formula identified circumstances giving rise to an obligation to remit taxes on behalf of a corporation.  Brown, 424 Mass. at 44.  In upholding the Board's consideration of federal cases on this issue, the Court in Brown noted a "close parallel between the State and Federal statutes concerning the duty to pay over."  Id.  Citing relevant federal cases with approval, the Court observed that "the issue to pay over [taxes] turns on whether the facts demonstrate that the person assessed had the authority to have the taxes paid."  Id. (citing United States v. Rem, 38 F.3d 634, 642 (2nd Cir. 1994) ("Rem"); Purcell v. United States, 1 F.3d 932, 937 (9th Cir. 1993); Barnett v. IRS, 988 F.2d 1449, 1454-55 (5th Cir.), cert. denied, 510 U.S. 990 (1993); and O'Connor v. United States, 956 F.2d 48, 50-51 (4th Cir. 1991)).  
In their analyses, courts have examined whether the taxpayer has authority over the expenditure of funds and thus is actually responsible for the failure to withhold or pay over the tax, regardless of his status as an officer or employee.  Godfrey v. United States, 748 F.2d 1568, 1575 (Fed. Cir. 1984).  Similarly, courts have placed emphasis on whether a taxpayer has the final word on what bills to pay.  Maggy v. United States, 560 F.2d 1372 (9th Cir. 1977).  "[A] responsible person is anyone with the power and responsibility within the corporate structure for seeing that the withheld taxes are remitted."  Monday v. United States, 421 F.2d 1210, 1218 (7th Cir.), cert. denied, 400 U.S. 831 (1970) ("Monday"); see also Slodov v. United States, 436 U.S. 238 (1978); and Rem, 38 F.3d at 642.
Factors drawn from federal case law which have guided the Board in making responsible person determinations include:
(1) the contents of the corporate by-laws; (2) the authority of the individual in question to sign checks; (3) the identity of the individuals who signed the tax returns; (4) the payment of other creditors, besides the taxing authority; (5) the identity of the officers, directors, and principal stockholders of the corporation; (6) the identity of the individual who hires and fires employees; and, most importantly, (7) the identity of the individual with significant control over the corporation's financial affairs.

Mandell v. Commissioner of Revenue, ATB Findings of Fact and Reports 1994-1 at 11-12 ("Mandell") (citing Datlof v. U.S., 252 F.Supp. 11, aff'd, 370 F.2d 655 (3rd Cir. 1966), cert. denied, 387 U.S. 906 (1967), and Hochstein v. U.S., 900 F.2d 543 (2nd Cir. 1990)).  
The factor most probative of a duty to pay over taxes is "significant control over disbursement of the company's funds."  Gadoury v. United States, 77 F.3d 460 (1st Cir. 1996).  Exclusive control over the relevant operations of the corporation is not required, provided that the taxpayer's control is significant.  Gephart v. United States, 818 F.2d 469, 473 (6th Cir. 1987) ("Gephart"); Caterino v. United States, 794 F.2d 1, 5 (1st Cir. 1986).  See also, United States v. Kim, 111 F.3d 1351, 1362 (7th Cir. 1997) (quoting Thomas v. United States, 41 F.3d 1109, 1114 (7th Cir. 1994) ("[A]ll that is required is that the individual 'could have impeded the flow of business to the extent necessary to prevent the corporation from squandering the taxes it withheld from its employees.'")).  Responsible person status essentially "encompasses all those connected closely enough with the business to prevent the default from occurring."  Bowler v. United States, 956 F.2d 723, 738 (1992) (citing Adams v. United States, 504 F.2d 73, 76 (7th Cir. 1974)). 
The Commissioner has promulgated a regulation which defines a "responsible person" as "any person who is or was under a duty to pay over taxes imposed on a corporation or partnership by M.G.L. chs. 62B, 64G, 64H, and 64I."  830 CMR 62C.31A.1(2).  The "duty to pay over taxes" is defined as "an obligation to remit taxes that arise from a person's position, function, or responsibility undertaken on behalf of a corporation."  Id.  Determination of who is a responsible person is made on a case-by-case basis after analyzing the "facts and circumstances of the individual case."  830 CMR 62C.31A.1(4).
A corporate officer will generally not be found to be a responsible person if he or she has no managerial duties or control over funds.  Brown, ATB Findings of Fact and Reports 1994 at 263.  The Supreme Judicial Court affirmed the Board's decision that the treasurer of a corporation, who was also a director and a minority shareholder, was not a responsible person where "Brown's role in [the corporation] was otherwise limited to raising capital and performing long-range financial planning" and "he participated in none of [the corporation's] day-to-day operations."  Brown, 424 Mass. at 43.  The Supreme Judicial Court further ruled that since the appellant had "no day-to-day management duties, and he had no decision-making authority over the disbursement of funds," the Board need not have found that he was under a duty to pay over the taxes, even though he had check-signing authority.  Id. at 45.  
On the other hand, courts have found that significant control over the disbursement of an entity's funds will result in responsible person liability regardless of the individual's lack of status as an officer.  For example, in Mandell, the Board found the appellant, who was not a corporate officer, director, or shareholder of the corporation, was nonetheless a responsible person.  The taxpayer in that appeal handled the corporate finances, wrote virtually all of the checks, paid the corporation's bills, had discretion over which bills were paid, and was aware of the company's sales tax liability.  Mandell, ATB Findings of Fact and Reports 1994 at 13.  Essentially, the taxpayer "acted as and in fact was the key financial person in the corporation."  Id. at 12.  See also Monday, 421 F.2d at 1218.  
In the present appeals, the case for finding Mr. Fox to be a responsible person is even stronger than in Mandell, because Mr. Fox was the President, Treasurer, and Chief Executive Officer of Congraf and the Treasurer and Chief Executive Officer of Nelco, as well as a shareholder who controlled two-thirds of the Companies' voting stock.  Mr. Fox was the key financial person of the Companies who decided which creditors would be paid and exercised control over the Companies' bank accounts.  He maintained check-signing authority over all of the corporate accounts, signed every check drawn on the State Street Bank and BayBank accounts, and transferred monies from one corporate bank account into another, including a $30,000 check drawn on Congraf's account at Old Stone Bank and deposited into Congraf's account at State Street Bank.  Mr. Fox also regularly reviewed invoices, directed which checks would be signed, instructed Mr. Schiappa on which aging accounts payable to pay and approved various personal expenses, including lease payments for luxury vehicles and payments on a corporate credit card.  Mr. Fox also controlled the day-to-day business operations of the Companies, including hiring Mr. Schiappa in November 1989 and promoting him to chief financial officer in November 1990.  
In certain important respects, the facts of this appeal are similar to those of Karet v. Commissioner of Revenue, ATB Findings of Fact and Reports 1997-1232 ("Karet"), where the Board found the taxpayer to be a responsible person.  The taxpayer in that appeal was president and 50% shareholder of the corporation and his wife owned the remaining shares.  Id. at 1234.  The taxpayer also controlled many of the corporation's activities, including hiring most of the company's work force, in particular the corporation's chief financial officer.  Id.  Most importantly, the taxpayer exerted control over the corporation's finances.  He possessed and exercised check signing authority, reviewed all monthly financial statements prepared by the chief financial officer, arranged bank loans and personally guaranteed about $150,000 of loans made to the corporation, and made final decisions concerning which creditors were to be paid.  Id. at 1235.  According to his own testimony, the taxpayer "'was in a position of responsibility to direct the disbursement of corporate funds.'"  Id.  
Like the taxpayer in Karet, Mr. Fox was President, Treasurer, and Chief Executive Officer of Congraf and Treasurer and Chief Executive Officer of Nelco as well as a shareholder who controlled two-thirds of the voting stock of the Companies.  Mr. Fox exerted control over the financial affairs of the Companies by, inter alia, signing checks, reviewing invoices to be paid, instructing Mr. Schiappa on which aging accounts payable to pay, transferring money between corporate bank accounts, and approving corporate credit card and luxury vehicle lease payments.  
Mr. Fox contended that as many as three other parties were the responsible persons: Mr. Altman, whom he hired to be the Companies' consultant; Old Stone Bank; and Mr. Schiappa, whom he hired and promoted.  Mr. Fox claimed that these parties were the ones in control of the financial affairs of the Companies during the Tax Periods at Issue.  However, exclusive control over the financial affairs of a corporation is not required, provided that the taxpayer exerts significant control as did Mr. Fox.  See Gephart, 818 F.2d at 473.  In Thomas v. United States, 41 F.3d 1109, 1114 (7th Cir. 1994), the taxpayers served as the corporation's assistant vice presidents and controllers and supervised the corporation's accounting, finance, and payroll activities, including signing and co-signing checks, preparing monthly financial reports for the board of directors, and preparing payroll returns.  Accordingly, the Seventh Circuit found that, even though the taxpayers were not in exclusive control of the corporation, they nevertheless were responsible persons because they could have impeded the business of the corporation until it paid its tax liability.  Id.                   
The present appeal is distinguishable from other cases in which this Board has found that the appellant was not a responsible person.  For example, in MacLean v. Commissioner of Revenue, ATB Findings of Fact and Reports 1998-16, the appellant held the position of Treasurer but did not have any managerial duties or control over corporate funds and his check-signing authority could be exercised only at the direction of other individuals within the company who "assumed essentially all management control of the company" and "controlled all payments."  See also Caradimos, Executrix v. Commissioner of Revenue, ATB Findings of Fact and Reports 1997-589 (appellant who did not participate in the financial affairs of the corporation or exercise his check-signing authority during the tax periods after his retirement found not to be a responsible person).
Finally, the Board rejected Mr. Fox's testimony denying his control as contradicted by the evidence.  See Karet, ATB Findings of Fact and Reports 1997 at 1242-43 (giving little weight to contradictory and self-serving statements in the taxpayer's testimony) (citing Assessors of Quincy v. Boston Consolidated Gas Co., 309 Mass. 60, 72 (1941) ("Boston Consolidated Gas") and Jordan Marsh Co. v. Assessors of Malden, 359 Mass. 106 (1971)); see also London v. Commissioner of Revenue, ATB Findings of Fact and Reports 1997-1245 (rejecting the appellant's testimony as vague and self-serving).  Instead, the Board found persuasive the testimony of Mr. Schiappa, which was corroborated by Mr. Altman, who stated unequivocally that the person in control of the day-to-day operations of the Companies during the Tax Periods at Issue was Mr. Fox.  "[T]he Board [is] not required to believe the testimony of any particular witness but [can] accept such portions of the evidence as appear[] to have the more convincing weight."  Boston Consolidated Gas, 309 Mass. at 72.  Mr. Fox was an officer, a shareholder controlling two-thirds of the voting stock of the Companies, a signatory on the Companies' bank accounts, and exercised actual control over the disbursement of the Companies' funds.  Therefore, the Board ruled that Mr. Fox  cannot escape liability with his bare assertion that he lacked any responsibility for the Companies' failure to pay sales taxes for the Tax Periods at Issue.  





Conclusion
In the present appeals, the facts support a finding that Mr. Fox was a responsible person.  These include: his control over two-thirds of the Companies' voting stock; his positions as President, Treasurer, and Chief Executive Officer of Congraf and Treasurer and Chief Executive Officer of Nelco; and his possession and exercise of check-signing authority.  Mr. Fox exerted control over the day-to-day financial and business affairs of the Companies.  In particular, Mr. Fox regularly reviewed invoices and accounts payable and directed which outstanding accounts should be paid; executed promissory notes as President of the Companies, with his personal guarantee; sought venture capitalists; collected unpaid bills; met with creditors; negotiated for the sale of the Companies; and transferred money between corporate accounts.  
Based on the foregoing, the Board ruled that Mr. Fox failed to meet his burden of proving that he was entitled to an abatement of the taxes assessed against him as a person responsible for the taxes assessed for the Tax Periods at Issue.  See Staples v. Commissioner of Corp. & Tax, 305 Mass. 20, 26 (1940)(finding that a person who claims to be aggrieved by the refusal of the Commissioner to abate a tax in whole or in part has the burden of establishing the right to an abatement).  Accordingly, the Board ruled that Mr. Fox was a person responsible for the payment of outstanding sales taxes and simultaneously issues its decisions for the appellee for the Tax Periods at Issue.

				THE APPELLATE TAX BOARD



By:  ____________________________________
Anne T. Foley, Chair

     
____________________________________
Frank J. Scharaffa, Commissioner


_____________________________________
Donald E. Gorton, III, Commissioner


     ____________________________________
Nancy T. Egan, Commissioner

  
____________________________________
James D. Rose, Commissioner 

   
A true copy,



Attest:_____________________________
  	    Assistant Clerk of the Board

  The amount at issue in Fox I, promulgated by the Board on June 30, 1998, was $331,864.41.  The amounts of tax associated with the fourth quarter of 1990 and the first quarter of 1991 are no longer at issue.  Pursuant to a Joint Rule 33 Computation filed with the Board, the parties agreed that the tax amounts for Congraf's fourth quarter 1990 and first quarter 1991 were $42,582.22 and $61,014.91, respectively, and the tax amounts for Nelco's fourth quarter 1990 and first quarter 1991 were $16,874.27 and $15,600.41, respectively.
 Amounts for which the Commissioner may determine that the person responsible is individually and personally liable include any interest and penalties imposed.  Berenson v. Commissioner of Revenue, 413 Mass. 831, 832 (1992).

ATB 2005-634