**STATE OF MINNESOTA

TAX COURT – REGULAR DIVISION**

PETITION FOR REVIEW OF STATE TAX ASSESSMENT

Table of Contents

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties Identification
   a. Petitioner: [TAXPAYER LEGAL NAME], a [corporation/LLC/partnership/individual] organized under the laws of [state] with principal place of business at [address] (“Petitioner”).
   b. Respondent: Commissioner of Revenue of the State of Minnesota (“Commissioner” or “Respondent”).

2. Recitals
   a. On [ASSESSMENT DATE], Respondent issued Order No. [ASSESSMENT/ORDER NUMBER] (the “Assessment”) asserting liability for Minnesota [income / sales & use / withholding / property] taxes in the amount of $ [ASSESSMENT AMOUNT], plus statutory penalties and interest.
   b. Petitioner timely seeks judicial review of the Assessment pursuant to Minn. Stat. § 271.06 (subd. 1) and all other applicable law.
   c. Petitioner has satisfied all pre-requisites to filing this Petition, including (i) timely payment of uncontested tax, if any, and (ii) timely filing within 60 days of the Notice of Assessment.

3. Effective Date & Jurisdiction
   a. This Petition is deemed filed on the date of acceptance by the Minnesota Tax Court Clerk (the “Effective Date”).
   b. Jurisdiction lies exclusively in the Minnesota Tax Court, Regular Division (“Tax Court”), which possesses original jurisdiction over this matter.

II. DEFINITIONS

The following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.

1. “Assessment” – The tax order identified in Section I.2(a).
2. “Burden of Proof” – The obligation borne by Petitioner to establish by a preponderance of the evidence that the Assessment is erroneous in whole or in part.
3. “Collection Stay” – A judicial order enjoining the Commissioner from enforcing collection of the disputed tax during pendency of this action, as contemplated in Section III.4.
4. “Contested Amount” – The portion of tax, penalties, and interest specifically challenged herein.
5. “Uncontested Amount” – Any portion of tax liability admitted by Petitioner and paid prior to filing, if applicable.

[// GUIDANCE: Add or delete defined terms to fit the specific tax type and issues raised.]

III. OPERATIVE PROVISIONS

1. Relief Sought
   Petitioner respectfully requests that the Tax Court:
   a. Determine that the Assessment is incorrect and overstated;
   b. Abate or refund the Contested Amount, together with associated penalties and interest; and
   c. Award such further relief as the Court deems just and equitable.

2. Statement of Errors
   a. Factual Errors: [INSERT concise, numbered statements of factual disagreements with the Commissioner.]
   b. Legal Errors: [INSERT concise, numbered statements of legal issues (e.g., statutory interpretation, constitutional claims).]

3. Performance Standards & Deadlines
   a. Pleadings: Respondent shall file its Answer within 30 days after service of this Petition unless otherwise ordered.
   b. Discovery: Parties shall complete discovery within [180] days of the Effective Date.
   c. Hearing: Trial on the merits to be scheduled by the Court within [12] months of the Effective Date, subject to continuances for good cause.

4. Motion for Collection Stay
   Contemporaneously with this Petition, Petitioner moves under Minn. Stat. § 271.06 (subd. 6) for an order staying enforced collection of the Contested Amount during pendency of this appeal. Petitioner is prepared to:
   a. Pay the Uncontested Amount (if any); and
   b. Post security acceptable to the Court in the form of [bond / letter of credit / cash deposit], in an amount not to exceed the Contested Amount plus 20 % to secure the Commissioner’s interests.

5. Conditions Precedent
   All administrative appeal prerequisites (if elected) have been satisfied or waived.

IV. REPRESENTATIONS & WARRANTIES

1. Authority – Petitioner is duly authorized to file this Petition and to pursue the relief requested.
2. Accuracy – All factual assertions herein are, to the best of Petitioner’s knowledge, true, correct, and complete.
3. Compliance – Petitioner has complied with all procedural requirements of Minn. Stat. chs. 270C and 271 relevant to this filing.

Survival: The representations and warranties shall survive dismissal or final judgment for purposes of any fee-shifting or sanctions motion.

V. COVENANTS & RESTRICTIONS

1. Petitioner shall:
   a. Timely respond to lawful discovery;
   b. Promptly notify Respondent of any material change affecting the issues herein; and
   c. Maintain records relevant to this Petition for at least six (6) years after final disposition.

2. Respondent shall:
   a. Refrain from instituting enforced collection of the Contested Amount while any Collection Stay is in effect; and
   b. Provide, upon reasonable request, non-privileged documents supporting the Assessment.

VI. DEFAULT & REMEDIES

1. Events of Default
   a. Petitioner fails to comply with a Court-ordered discovery obligation or security posting.
   b. Respondent violates an effective Collection Stay.

2. Notice & Cure
   The non-defaulting party shall provide written notice specifying the default; the defaulting party shall have ten (10) days to cure, unless an expedited schedule is ordered.

3. Remedies
   a. Monetary sanctions or cost-shifting;
   b. Striking of pleadings or entry of default judgment;
   c. Any other relief authorized under Minn. R. Civ. P. and the Tax Court Rules of Procedure.

4. Attorneys’ Fees & Costs
   Pursuant to Minn. Stat. § 271.06 (subd. 4), the Court may award reasonable costs and disbursements to the prevailing party.

VII. RISK ALLOCATION

1. Burden of Proof
   The Burden of Proof remains on Petitioner, except as otherwise allocated by statute for penalties or valuation issues.

2. Indemnification
   Petitioner agrees to indemnify and hold the Commissioner harmless from any third-party claims arising out of Petitioner’s own independent tax-related obligations not at issue herein.

3. Limitation of Liability
   The Commissioner’s liability is statutorily capped at the amount of tax, penalties, and interest erroneously assessed, plus statutorily prescribed interest on refunds.

4. Force Majeure
   Neither party shall be deemed in default for delays attributable to acts of God, governmental shutdowns, or other events beyond reasonable control that materially impair the ability to proceed.

VIII. DISPUTE RESOLUTION

1. Governing Law
   This matter is governed by the Constitution and laws of the State of Minnesota, including but not limited to Minn. Stat. chs. 270C, 271, and 289A.

2. Forum Selection
   Exclusive jurisdiction lies in the Minnesota Tax Court.

3. Arbitration (Limited)
   By mutual written agreement after filing, the parties may submit discrete factual issues (e.g., sampling methodology) to binding arbitration under the AAA Commercial Arbitration Rules, provided the arbitrator’s award is subject to de novo review by the Tax Court on legal issues.

4. Jury Waiver
   The parties acknowledge that jury trials are unavailable in the Tax Court; any appeal to the Minnesota Supreme Court shall be on the record, without jury.

5. Injunctive Relief Preservation
   Nothing herein limits either party’s right to seek temporary or permanent injunctive relief, including a Collection Stay under Section III.4.

IX. GENERAL PROVISIONS

1. Amendment & Waiver
   This Petition may be amended only by leave of Court. Waiver of any provision requires written consent of the waiving party and, where necessary, Court approval.

2. Assignment
   Neither party may assign rights or obligations arising from this Petition without Court approval, except by operation of law (e.g., corporate merger).

3. Successors & Assigns
   This Petition is binding upon, and inures to the benefit of, the parties and their respective successors and permitted assigns.

4. Severability
   If any provision is held invalid, the remaining provisions remain enforceable to the fullest extent permitted by law.

5. Integration
   This Petition, together with all exhibits and subsequent Court orders, constitutes the entire agreement of the parties concerning the Assessment.

6. Counterparts; Electronic Signatures
   This Petition may be executed in counterparts, each of which is deemed an original. Signatures transmitted via electronic means (e-signature or PDF) are binding.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned certify that they are duly authorized and have executed this Petition as of the Effective Date.

Notary Acknowledgment (if required for verification)
State of _ )
County of _____ ) ss.

On this ___ day of _, 20_, before me personally appeared ______, known to me to be the person who executed the foregoing instrument and acknowledged that he/she signed the same as his/her free act and deed.

Notary Public
My Commission Expires: ____

[// GUIDANCE: Depending on the tax type, attach schedules (e.g., detailed computation of disputed tax), exhibits (Assessment notice, correspondence), and a proposed Order granting the Collection Stay.]