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capital account restoration obligation (DRO) included in the
amended and restated operating agreement of Leasing Co., L.L.C.
(LCL), a limited liability company, rendered LCL’s members payors
of last resort under the law applicable in the Sixth Circuit.
Id. at 531. The relevant years for LCL are its taxable years
ended July 31, 2000 and 2001, and LCL’s members added the DRO to
LCL’s operating agreement on March 28, 2001, stated as effective
January 1, 2000. LCL’s members are HBW, Inc. (HBW), a wholly
owned subsidiary of Hubert Holding Co. (HHC), and Hubert Commerce
Center (HCC). The subject years are HHC’s taxable years ended in
July 2000 and 2001.1
On remand, we ordered the parties to state the proper course
of action to be taken in light of the remand. Neither party
requested any further trial, stating that the mandate of the
Court of Appeals for the Sixth Circuit was best followed through
their filing of seriatim briefs. Accordingly, we decide the
relevant issue on the basis of the record underlying Hubert I,
with the assistance of additional briefing by the parties. We
incorporate herein our facts as set forth in Hubert I and repeat
those facts only as necessary for a comprehensive analysis of the
relevant issue. We hold that the DRO did not render HBW a payor
1 For Federal income tax purposes, HHC and HBW reported
their operations for those years on the basis of a 52- to 53-week
fiscal year ending on the Friday nearest to each July 31.
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