In brief
The US Court of Appeals for the First Circuit in Kyick Holdings, LLC v. Commissioner, 188 F.4th 39 (1st Cir. 2026) affirmed the dismissal of Kyick Holdings, LLC’s untimely Tax Court petition to contest a notice of transferee liability, but rejected the Tax Court’s conclusion that the 90-day deadline in section 6213(a) is jurisdictional. The First Circuit held that the deadline is a nonjurisdictional claim-processing rule, yet is mandatory and cannot be equitably tolled. The court also held that the IRS properly mailed the notice of transferee liability to Kyick’s last known address and exercised reasonable diligence in determining that address.
Background of the case
In January 2018, Dwight Raymond and several business entities transferred marina, vessel, boatyard, restaurant, and related assets to Kyick Holdings, LLC (and to a related entity, Kyick Charters, LLC). In August 2022, after concluding that the transfers were fraudulent and made for less than fair market value, the IRS mailed the LLC a notice of transferee liability for USD 696,269.77 in unpaid income tax, plus interest.
The IRS sent Kyick’s notice by certified mail to the address shown on Kyick’s most recently filed and properly processed federal tax return. The Postal Service returned the notice as unclaimed and unable to be forwarded. Kyick did not receive a copy until January 9, 2023, after counsel learned of the notice from the IRS. Kyick filed its Tax Court petition on January 20, 2023, 143 days after the IRS mailed the notice.
The Tax Court dismissed the petition for lack of jurisdiction. It concluded that the IRS had properly used Kyick’s last known address and that the 90-day filing period in section 6213(a) was jurisdictional. Kyick appealed.
The court's ruling
The court addressed three questions: (1) whether the notice was validly mailed, (2) whether section 6213(a) was jurisdictional, and (3) whether section 6213(a) can be equitably tolled. Although the First Circuit’s analysis is relatively comprehensive, the opinion does not distinguish between a notice of deficiency and a notice of transferee liability. While section 6901(a) provides that transferee liabilities should be “assessed, paid, and collected in the same manner and subject to the same provisions and limitations as in the case of the taxes with respect to which the liabilities were incurred,” at issue in Kyick was transferee liability, not a deficiency.
The IRS used Kyick's last known address
The First Circuit first upheld the Tax Court’s conclusion that the notice was valid. Treas. Reg. § 301.6212-2(a) generally defines a taxpayer’s last known address as the address on the taxpayer’s most recently filed and properly processed federal tax return, unless the IRS receives clear and concise notice of a different address. Kyick did not dispute that the IRS mailed the notice to the address that appeared on its most recent return, and the IRS confirmed that address in its internal database before mailing the notice.
The court declined to formally adopt the “reasonable diligence” standard developed in other circuits and noted that, even if the standard applied, the IRS satisfied it by exercising reasonable diligence in determining the taxpayer’s address. The other addresses known to the IRS came from investigative documents that predated Kyick’s 2021 return, and Kyick had not clearly directed the IRS to use a different address. The IRS was not required to send duplicate notices to every address associated with Kyick or related entities.
Section 6213(a)'s 90-day deadline is nonjurisdictional
Turning to the principal statutory issue, the First Circuit held that section 6213(a)’s 90-day deadline to file a petition does not limit the Tax Court’s adjudicatory authority. Applying the Supreme Court’s modern clear-statement rule, which was set forth in Boechler, P.C. v. Commissioner, the court focused on section 6213(a)’s text, structure, and context. The court determined that the first sentence directs the taxpayer to file within 90 days, but does not speak in jurisdictional terms. By contrast, a later sentence expressly limits the Tax Court’s jurisdiction to issue injunctions or refunds unless a timely petition has been filed. That contrast showed that Congress knew how to impose a jurisdictional condition but did not do so for the Tax Court’s authority to redetermine a deficiency.
The court therefore departed from its 1983 decision in Ferré v. Commissioner, which had characterized the deadline as jurisdictional without statutory analysis. It concluded that intervening Supreme Court authority supplied a sound reason to revisit that prior characterization. Thus, on the jurisdictional question, the First Circuit joined the Second, Third, and Sixth Circuits.
The deadline nevertheless cannot be equitably tolled
The First Circuit then reached a different conclusion from those circuits on equitable tolling. Although nonjurisdictional limitations periods are generally presumed to permit equitable tolling, that presumption may be rebutted when tolling would be inconsistent with the statutory scheme. The court determined that the presumption was rebutted here, consistent with the Supreme Court’s recent opinion in Enbridge Energy, LP v. Nessel.
Section 6213(a) contains several express adjustments: a 150-day period for notices addressed to persons outside the United States; a rule preventing Saturday, Sunday, or a District of Columbia legal holiday from being the final day; and a safe harbor treating a petition filed by the date stated in the notice as timely. Other Code provisions provide additional targeted extensions or suspensions for bankruptcy, combat-zone service, disasters, inaccessible filing locations, and timely mailing. In the court’s view, this detailed set of exceptions showed that Congress intended the deadline to be mandatory except in the circumstances Congress specified. The court also noted that the Second, Third, and Sixth Circuit decisions allowing equitable tolling predated the Supreme Court’s 2026 decision in Enbridge Energy, on which the First Circuit relied.
Implications
Kyick separates two concepts that had often been treated together in cases subject to deficiency proceedings. In the First Circuit, an untimely section 6213(a) petition no longer deprives the Tax Court of subject-matter jurisdiction, but the deadline remains enforceable as a mandatory claim-processing rule. Because the court held that equitable tolling is unavailable, taxpayers in the First Circuit generally cannot obtain Tax Court review after the statutory period based on individualized hardship, delayed actual receipt, or diligence after learning of the notice, unless a statutory exception or adjustment applies.
While Kyick is perhaps limited to transferee liability, the opinion deepens a circuit disagreement over equitable tolling. The First Circuit joined the Second, Third, and Sixth Circuits in treating the section 6213(a) deadline as nonjurisdictional, but expressly declined to follow their equitable-tolling conclusions. Unless the Supreme Court or Congress resolves that disagreement, the availability of equitable tolling will depend on the circuit in which an appeal lies.
The decision also reinforces the practical importance of maintaining a current address with the IRS. A notice mailed to the address on the taxpayer’s most recently filed and properly processed return may be valid even if the taxpayer never actually receives it.