While the provisions regarding "successorship" in clauses (a) and (c) are nearly identical, clause (a) provides that a successor must "continue" the organization, trade or business in order to maintain a predecessor's experience rating. In Easy Street West v. Commissioner Economic Security, 345 N.W.2d 250 (Minn.Ct.App. 1984), this court explained: Subd. 22 provides a two-tiered structure for determining treatment as a "successor" employer.
Thus, we must consider: (1) whether relator acquired or succeeded to the organization, trade, or substantially all of the assets of the other three companies; and (2) whether relator continued the business of the other three companies. Easy Street West v. Commissioner of Economic Security, 345 N.W.2d 250, 254-55 (Minn.App. 1984). Under the statutory language, both conditions must be satisfied to transfer the experience rating of the other businesses to relator. Because both Minn. Stat. ยง 268.06, subd. 22 (1994), and Minn. Stat. ยง 268.051, subd. 4(a) (1998), provide that "the experience rating record of the predecessor employer shall be transferred as of the date of acquisition to the successor employer * * *," the law to be applied is the statute in effect at the time of the alleged acquisition.
Many businesses employ the method of leasing, rather than an outright purchase, for the tax advantages it generates. The Minnesota Court of Appeals recently addressed the issue of successorship in Easy Street West v. Commissioner of Economic Security, 345 N.W.2d 250 (Minn.App. 1984). Interpreting Minn.Stat. ยง 268.06, subd. 22(a), the court correctly stated that the statute was enacted to prevent employers from acquiring a more favorable experience rating of a predecessor employer without proof that the purchaser acquired the organization, trade or business or substantially all of the assets of another employing unit.
When examining whether an employer is a successor employer under this section, the court employs a two-tiered analysis. Easy Street West v.Commissioner of Econ. Sec., 345 N.W.2d 250, 254 (Minn.App. 1984). The first tier asks "[i]f one acquires substantially all the assets of a particular business operation."
is fair and logical only when the essential character of the business is continued so that the employment experience of the successor is likely to be that of its predecessor.Easy St. W. v. Commissioner of Econ. Sec., 345 N.W.2d 250, 255 (Minn.App. 1984). Premier first argues that the Commissioner's representative improperly considered the report to determine succession because this document was not signed.
Management, employees, and clientele are elements considered in determining whether the successor has continued the business. Easy Street West v. Commissioner of Economic Security, 345 N.W.2d 250, 255 (Minn.Ct.App. 1984). CRE fits the definition of a successor employer because it acquired the assets of its predecessor and continued to operate the restaurant without interruption, using the employees and management of the previous lessee, Scott County Restaurant Corporation. CRE contends, however, that it acquired the assets involuntarily to protect its position as creditor and should not be held to the predecessor's experience rating.
An employer's experience rating is calculated annually and is generally based on the number of its employees who became eligible for unemployment benefits within the preceding 48 months. SeeMinn.Stat. ยง 268.051, subd. 3(a) (2012); Easy St. W. v. Comm'r Econ. Sec., 345 N.W.2d 250, 253 (Minn.App.1984). When an employer acquires a portion, but not all, of the business or workforce of another employer, a portion of the predecessor employer's experience-rating history is transferred to the successor employer if
Generally then, if relatively few former employees have become eligible for benefits, the employer's rate of contribution is adjusted downward." Easy Street West v. Commissioner of Econ. Sec., 345 N.W.2d 250, 253 (Minn. App. 1984). "[E]xperience rating is based on the theory that unemployment is to some extent within the control of management and that lower taxes will be an incentive to employment stabilization.
In examining whether an employer is a successor employer under the statute, the courts employ a "two-tiered structure" of analysis. Easy Street West v. Commissioner of Economic Security, 345 N.W.2d 250, 254 (Minn.App. 1984). If one acquires substantially all the assets of a particular business operation, then one reaches the first tier of successorship and can be held jointly liable for contributions due and not paid by one's predecessor.
Thus, if the employer has maintained a stable employment history, it will be assessed a low contribution rate. In Easy Street West v. Commissioner of Economic Security, 345 N.W.2d 250 (Minn.Ct.App. 1984), this court explained the reason for assessing contribution rates according to employment history: [T]he contribution rate is designed to place a greater burden on those employers who are unable to maintain a steady pattern of employment.