                  FOR PUBLICATION
  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT

MARSHALL NAIFY REVOCABLE                
TRUST; MICHAEL NAIFY, Trustee,
successor in interest to the Estate            No. 10-17358
of Marshall Naify,
               Plaintiffs-Appellants,           D.C. No.
                                            3:09-cv-01604-CRB
                 v.                              OPINION
UNITED STATES OF AMERICA,
                Defendant-Appellee.
                                        
        Appeal from the United States District Court
          for the Northern District of California
        Charles R. Breyer, District Judge, Presiding

                 Argued and Submitted
       December 9, 2011—San Francisco, California

                   Filed February 15, 2012

   Before: Arthur L. Alarcón, Consuelo M. Callahan, and
              N. Randy Smith, Circuit Judges.

                  Opinion by Judge Alarcón




                             1801
          NAIFY REVOCABLE TRUST v. UNITED STATES   1803




                       COUNSEL

G. Michael Halfenger (argued), Foley & Lardner LLP, Mil-
waukee, Wisconsin; Thomas F. Carlucci, Foley & Lardner
LLP, San Francisco, California; Joseph G. Wolberg, Kent-
field, California, for the appellants.
1804        NAIFY REVOCABLE TRUST v. UNITED STATES
Jennifer M. Rubin, United States Department of Justice, Tax
Division/Appellate Section, Washington, D.C., for the appel-
lee.


                             OPINION

ALARCÓN, Senior Circuit Judge:

   This is a federal estate tax refund action. Before his death
in 2000, Marshall Naify (“Naify”) took considerable steps to
avoid paying California income tax on $660 million in capital
gains.1 After his death, the estate of Marshall Naify (“Estate”)
deducted $62 million on its federal estate tax return for the
estimated amount of California income tax that it might owe
on the $660 million gain if Naify’s California tax avoidance
plan failed. The IRS disallowed the deduction. The Marshall
Naify Revocable Trust (“Trust”), successor in interest to
Naify’s Estate, sued for a refund. The district court granted
the Government’s motion for judgment on the pleadings pur-
suant to Federal Rule of Civil Procedure 12(c). The Trust
appeals that decision. After reviewing the record and briefs,
we affirm.

                                  I

   Naify was a longtime California resident until his death in
April 2000.2 In December 1998, Naify began implementing a
plan to avoid paying California income tax on gains he
expected to realize from converting his Telecommunications
Inc. (“TCI”) notes into AT&T stock after TCI merged into
AT&T. As part of the plan, Naify formed Mimosa, Inc.
(“Mimosa”) as a Delaware corporation. He became its sole
  1
   We have rounded dollar amounts to the nearest $1 million.
  2
   We have relied on the factual allegations in the Trust’s complaint,
along with the exhibits attached thereto and incorporated by reference.
            NAIFY REVOCABLE TRUST v. UNITED STATES            1805
shareholder, and took steps to ensure that Mimosa did not
operate in California. Naify then transferred his TCI notes to
Mimosa. After TCI merged into AT&T, Mimosa converted
the TCI notes into AT&T stock, which led to a gain of $660
million.

   After Naify’s death, his Estate filed Naify’s California per-
sonal income tax return for the 1999 tax year. Naify’s return
did not report the $660 million gain as taxable income. Con-
sequently, his return did not reflect that any California income
tax was due on the $660 million gain nor that he had paid Cal-
ifornia income tax on that gain.

   Nearly a year later, in July 2001, Naify’s Estate filed its
federal estate tax return. At the time the Estate filed its return,
the California Franchise Tax Board (“FTB”) had not asserted
a claim against the Estate for California income tax on the
$660 million gain. In its return, however, the Estate deducted,
as a claim against the estate, $62 million for the estimated
amount of California income tax that Naify might owe if his
California tax avoidance plan failed.

   Three months later, the FTB initiated an audit of Naify’s
California personal income tax return for the 1999 tax year.
In July 2003, the FTB issued a notice of proposed assessment
in which it asserted that Naify’s Estate owed $58 million, plus
interest and penalties, for California income tax on the $660
million gain. Naify’s Estate disputed that it owed California
income tax on the $660 million gain. After lengthy negotia-
tions, in 2004, the Estate settled the California income tax
claim for $26 million, $7 million of which was interest.

   Meanwhile, in early 2003, the IRS had initiated an audit of
the Estate’s federal estate tax return. The IRS disallowed the
Estate’s deduction of $62 million for the estimated amount of
California income tax that Naify’s Estate might owe if his
California tax avoidance plan failed. After the Estate settled
with the FTB, however, the IRS allowed the Estate to deduct
1806         NAIFY REVOCABLE TRUST v. UNITED STATES
the $26 million it paid to settle the California income tax
claim. As a result of the adjusted deduction, the Estate paid
a federal estate tax deficiency of $11 million.

   In March 2006, the Estate filed a claim with the IRS for a
refund of the $11 million tax deficiency it paid when the IRS
adjusted its deduction for the California income tax claim. In
its claim, the Estate sought to adjust the deduction from $26
million to $47 million. In order to arrive at the $47 million
value, the Estate discounted the $62 million that it believed
that Naify owed in California income tax on the $660 million
by 67%, which was the probability, according to the Trust’s
expert, that Naify’s tax plan would fail.3 The IRS rejected the
Estate’s claim: it concluded that the California income tax
claim was contingent and disputed and, thus, the amount of
the deduction for the claim was limited to the $26 million the
Estate paid post-death to settle the claim.

   In April 2009, the Trust, as successor in interest to Naify’s
Estate, filed a complaint against the Government in district
court. The Trust’s complaint asserted a single claim for refund
of federal estate taxes based on its allegation that the value of
the FTB’s claim against the Estate for California income tax,
as of the date of Naify’s death, was $47 million. After the
Government filed its answer, it moved for judgment on the
pleadings pursuant to Rule 12(c) of the Federal Rules of Civil
Procedure. The district court granted the Government’s Rule
12(c) motion because, inter alia, the Trust’s complaint did not
show that the estimated amount of the deduction for the Cali-
fornia income tax claim was ascertainable with reasonable
certainty as of the date of Naify’s death and, as a result, the
Trust’s deduction was limited to the $26 million it paid to set-
tle the claim.
   3
     In an order issued before oral argument, we pointed out that the prod-
uct of multiplying $62 million by 67% is $41 million, not $47 million. In
response, the Trust conceded that it had misstated the estimated amount
of the California income tax claim and clarified that it sought a deduction
of $41 million, not $47 million.
             NAIFY REVOCABLE TRUST v. UNITED STATES                  1807
   The district court entered judgment against the Trust on
September 15, 2010. The Trust filed its timely Notice of
Appeal on October 15, 2010. The district court had jurisdic-
tion pursuant to 28 U.S.C. § 1346(a)(1). This Court has juris-
diction pursuant to 28 U.S.C. § 1291.

                                    II

   We review de novo a district court’s order granting a Rule
12(c) motion for judgment on the pleadings. Gearhart v.
Thorne, 768 F.2d 1072, 1073 (9th Cir. 1985). “A judgment on
the pleadings is properly granted when, taking all the allega-
tions in the non-moving party’s pleadings as true, the moving
party is entitled to judgment as a matter of law.” Fajardo v.
Cnty. of L.A., 179 F.3d 698, 699 (9th Cir. 1999).

                                   III

   We begin our discussion with a brief overview of federal
estate tax deductions for claims against an estate. We then
turn to the merits of the Government’s motion.4

                                    A

   [1] The federal “estate tax is a tax on the privilege of trans-
ferring property upon one’s death . . . .” Propstra v. United
States, 680 F.2d 1248, 1250 (9th Cir. 1982). The federal
estate tax is imposed on the decedent’s taxable estate. 26
U.S.C. §§ 2001(a), 2053(a). The taxable estate is determined
by reducing the gross estate by deductions allowable under
the Internal Revenue Code. 26 U.S.C. § 2053(a).

   [2] Claims against the estate are one type of deduction
allowable under the Internal Revenue Code. 26 U.S.C.
  4
   Because we affirm on the grounds set forth in Section III.B., we need
not address the Trust’s other challenges to the district court’s order dis-
missing this action.
1808         NAIFY REVOCABLE TRUST v. UNITED STATES
§ 2053(a)(3). Claims against the estate are “personal obliga-
tions of the decedent existing at the time of his death, whether
or not then matured, and interest thereon which had accrued
at the time of death.” Treas. Reg. § 20.2053-4.5 Only claims
that are “enforceable against the decedent’s estate may be
deducted.” Id.; see Estate of DuVal v. Comm’r, 4 T.C. 722,
725 (1945) (recognizing that a claim is an assertion of a right
and if there is no assertion of a right, there is no claim to
deduct), aff’d, 152 F.2d 103 (9th Cir. 1946). Tax obligations
are deductible, if at all, as claims against the estate. Treas.
Reg. § 20.2053-6(a).

                                     B

   The Trust contends that the district court erred when it
determined that the estimated amount of the California
income tax claim could not be deducted because it was not
ascertainable with reasonable certainty as of the date of
Naify’s death and, as a result, its deduction was limited to the
$26 million it paid to settle the claim.

                                     1

   [3] The Treasury Regulations mandate that, in order to
deduct the estimated amount of a claim against the estate, the
estate must show that it is, inter alia, “ascertainable with rea-
sonable certainty.”6 Treas. Reg. § 20.2053-1(b)(3). An estate
cannot deduct a claim based on a vague or uncertain estimate.
Id.; see, e.g., Estate of Saunders v. Comm’r, 136 T.C. 406,
   5
     In 2009, the IRS amended the relevant Treasury Regulations. The 2009
amendments, however, apply to the estates of decedents who died on or
after October 20, 2009. See T.D. 9468, 2009-2 C.B. 570. On appeal, the
parties agree that 2009 amendments do not apply because Naify died in
April 2000. Thus, all citations to § 2053 regulations are to the pre-2009
version.
   6
     The 2009 amendments to the Treasury Regulations modified this sec-
tion to make it clear that contested and contingent claims are not ascertain-
able with reasonable certainty. Treas. Reg. § 20.2053-1 (2009).
           NAIFY REVOCABLE TRUST v. UNITED STATES           1809
422 (2011) (explaining that “stating and supporting a value is
not equivalent to ascertaining a value with reasonable certain-
ty”). If a claim’s value is not ascertainable with reasonable
certainty, but later becomes certain, an estate may petition the
tax court or file a claim for a refund. Treas. Reg. § 20.2053-
1(b)(3).

   [4] Here, the Trust’s pleading demonstrates that the esti-
mated amount of the California income tax claim was not
ascertainable with reasonable certainty as of the date of
Naify’s death. The Trust cannot rely on its allegation that
“[o]n the date of Marshall Naify’s death, April 19, 2000, the
amount of Plaintiff ’s California tax liability was ascertainable
with reasonable certainty” because that is not a factual allega-
tion. Rather, it is a legal conclusion that we need not accept
as true. See W. Mining Council v. Watt, 643 F.2d 618, 624
(9th Cir. 1981) (“We do not, however, necessarily assume the
truth of legal conclusions merely because they are cast in the
form of factual allegations.”).

   [5] As for the Trust’s other allegations in its pleading, they
show that the FTB had not asserted, nor assigned a value to,
the California income tax claim as of the date of Naify’s
death. As the district court recognized, several post-death
events would need to have occurred in order for Naify’s Cali-
fornia income tax liability on the $660 million gain to come
due. The FTB would need to, inter alia, (1) assert the Califor-
nia income tax claim by initiating an audit of Naify’s 1999
California income tax return, (2) find that Mimosa was not a
valid Nevada corporation, and (3) issue a California income
tax deficiency notice. Given that the claim was subject to sev-
eral contingencies, all of which could have affected its value,
the estimated amount of the California tax claim, as of the
date of Naify’s death, was inherently uncertain.

  The Trust’s general assertion that the 146 paragraph factual
summary attached to its complaint shows that it satisfies the
certainty requirement is not persuasive. The Trust has not
1810       NAIFY REVOCABLE TRUST v. UNITED STATES
identified any specific facts in the summary that show that the
estimated amount of the California income tax claim was
ascertainable with reasonable certainty as of the date of
Naify’s death. The factual summary actually shows that, as of
his death, Naify had taken considerable steps to form and
operate Mimosa as a Nevada corporation so as to avoid pay-
ing California income tax on the $660 million gain.

   Contrary to the Trust’s assertion, the expert report attached
to its complaint does not establish that the estimated amount
of the claim was ascertainable with reasonable certainty as of
the date of Naify’s death. The expert’s opinion, along with the
Trust’s own allegations, actually show that the claim was con-
tingent and had a range of possible values between $0 and
$62 million.

   According to the Trust’s expert, Naify’s California tax
avoidance plan had a 67% likelihood of failure, which leads
to the inescapable conclusion that his plan also had a 33%
chance of success. If his plan succeeded, the California
income tax claim might never be asserted or paid. If his plan
failed, there is nothing suggesting that the amount of the
claim was reasonably certain to be $47 million, as opposed to
some other amount. As the district court recognized, “it can-
not be that simply because one can assign a probability to any
event and calculate a value accordingly, any and all claims are
reasonably certain and susceptible to deduction. To so hold
would read the regulatory restriction out of existence.” Mar-
shall Naify Revocable Trust v. United States, No. C 09-1604
CRB, 2010 WL 3619813, at *5 (N.D. Cal. Sept. 9, 2010)
(footnote omitted).

  [6] Whether an action “can be dismissed on the pleadings
depends on what the pleadings say.” Weisbuch v. Cnty. of
L.A., 119 F.3d 778, 783 n.1 (9th Cir. 1997). Here, the plead-
ings “say” that, as of Naify’s death, (1) the FTB had not
asserted a claim against Naify for the California income tax
on the $660 million gain, (2) Naify had taken significant steps
           NAIFY REVOCABLE TRUST v. UNITED STATES           1811
to avoid California income tax on the $660 million gain, (3)
Naify had not reported the $660 million gain as California
taxable income, (4) Naify had not paid California income tax
on the $660 million gain, (5) according to a post-death expert
opinion rendered six years after Naify’s death, Naify’s Cali-
fornia tax avoidance plan had a 67% likelihood of failure and,
consequently, a 33% likelihood of success, and (6) the Estate
initially estimated the amount of the California income tax
claim, as of Naify’s death, as $62 million. Given these allega-
tions, the district court properly concluded, as a matter of law,
that the estimated amount of the claim was not ascertainable
with reasonable certainty as of Naify’s death.

   As for the Trust’s argument that the district court miscon-
strued the certainty requirement by assuming that “ascertain-
able with reasonable certainty” applied to the estimated
amount of the claim, as opposed to the claim itself, the Trust
has not supported its reading of Treasury Regulation
§ 20.2053-1(b)(3) with citation to binding or persuasive
authority. Indeed, relevant authority directly contradicts the
Trust’s proposed reading of this requirement. See, e.g., Estate
of Van Horne v. Comm’r, 720 F.2d 1114, 1116-17 (9th Cir.
1983) (applying certainty requirement to estimated amount of
the claim); Axtell v. United States, 860 F. Supp. 795, 798 (D.
Wyo. 1994) (stating “[w]here the amount of a section 2053
deduction is not known, the deduction may nevertheless be
taken if the amount is ascertainable with reasonable certainty
and will be paid” (emphasis added)); Estate of Bailly v.
Comm’r, 81 T.C. 246, 250-51 (1983) (applying certainty
requirement to amount of § 2053(a) deduction).

   Finally, the Trust’s reliance on two out-of-circuit cases,
O’Neal v. United States, 258 F.3d 1265 (11th Cir. 2001) and
Estate of Smith v. Comm’r, 198 F.3d 515 (5th Cir. 1999), is
not persuasive. Unlike this case, which involves a contingent
claim, Estate of Smith and O’Neal involve definite claims
brought against the estate, but which the estates had disputed.
See O’Neal, 258 F.3d at 1267 (claim for gift tax deficiency
1812       NAIFY REVOCABLE TRUST v. UNITED STATES
was asserted, partially paid, and disputed in court proceedings
before decedent’s death); Estate of Smith, 198 F.3d at 519 (lit-
igation was pending at the time of decedent’s death and claim
was disputed). Additionally, neither case announces a work-
able rule for using expert evidence to determine whether the
estimated amount of a contingent claim is ascertainable with
reasonable certainty. See O’Neal, 258 F.3d at 1275 (remand-
ing to district court to recalculate deduction for disputed claim
because district court erred by considering post-death events
when valuing claim); Estate of Smith, 198 F.3d at 526 (reject-
ing distinction between certain and enforceable claims and
disputed or contingent claims and remanding to district court
to recalculate value of disputed claim because district court
erred by considering post-death events when valuing claim).

                               2

   [7] We have never concluded that there is a complete bar
to considering post-death events when valuing a disputed or
contingent claim. Quite the contrary, we have interpreted the
United States Supreme Court’s decision in Ithaca Trust Co.
v. United States, 279 U.S. 151 (1929), along with the relevant
statutes and Treasury Regulations, as allowing a court to con-
sider post-death events when valuing a disputed or contingent
claim against an estate. See Estate of Shedd v. Comm’r, 320
F.2d 638, 639-40 (9th Cir. 1963) (considering post-death
events when evaluating deduction for disputed and contingent
claim) aff’g 37 T.C. 394 (1961); Estate of DuVal v. Comm’r,
152 F.2d 103, 104 (9th Cir. 1945) (considering post-death
events when evaluating deduction for contingent claim) aff’g
4 T.C. 722; see Propstra, 680 F.2d at 1253 (distinguishing
certain and enforceable claims from disputed or contingent
claims); see also Estate of Van Horne, 720 F.2d at 1116-17
(same).

   Indeed, in Estate of Shedd, we explained that Ithaca Trust’s
conclusion that “[t]he estate so far as may be is settled as of
the date of the testator’s death,” 279 U.S. at 155, is not a for-
             NAIFY REVOCABLE TRUST v. UNITED STATES                1813
mulation of “[i]mmutable principle,” but simply a statement
“of the understanding of the courts that the general intention
of Congress is that the federal estate tax shall be computed on
the basis of the estate’s value at the moment the taxable event
(the transfer at death) occurs.” Estate of Shedd, 320 F.2d at
639. We further explained that “Congress did not intend to
make events at the date of death invariably determinative in
computing the federal estate tax obligation” and that “when it
appears that the intent of Congress will be served by consider-
ing events subsequent to death for this purpose the courts
have not hesitated to do so.” Id.

   [8] In Propstra, we stated that “[t]he law is clear that post-
death events are relevant when computing the deduction to be
taken for disputed or contingent claims.”7 Propstra, 680 F.2d
at 1253. The Trust attempts to avoid the consequences of this
Court’s precedent by arguing that our statement in Propstra,
that a court can consider post-death events when valuing dis-
puted or contingent claims, is dicta. We disagree.

   In Propstra, we addressed the question of whether an estate
could deduct the full value of undisputed pre-death liens
against a decedent’s real property even though the estate later
settled the lien claims for less than their full value. Propstra,
680 F.2d at 1253-54. We began our analysis by stating that in
order to determine whether a court could consider the post-
death settlement in valuing the lien claims, we needed to
assess the nature of the claims to determine if they were dis-
puted or contingent. Id. at 1253. We explained our view, in
light of the precedent and the Treasury Regulations, of the rel-
  7
    There is a circuit split regarding whether a court can consider post-
death events when valuing disputed or contingent claims. Compare
Gowetz v. Comm’r, 320 F.2d 874, 876 (1st Cir. 1963) (stating that court
can consider post-death events when valuing a disputed claim), and Estate
of Jacobs v. Comm’r, 34 F.2d 233, 236 (8th Cir. 1929) (considering post-
death events when valuing contingent claim), with O’Neal, 258 F.3d at
1275 (stating that court cannot consider post-death events when valuing a
disputed claim), and Estate of Smith, 198 F.3d at 529 (same).
1814        NAIFY REVOCABLE TRUST v. UNITED STATES
evance of post-death events when valuing contingent or dis-
puted claims:

      The law is clear that post-death events are relevant
      when computing the deduction to be taken for dis-
      puted or contingent claims. See Treas. Reg.
      § 20.2053-1(b)(3) (“No deduction may be taken on
      the basis of a vague or uncertain estimate.”). See
      also Estate of DuVal v. Commissioner, 4 T.C. 722
      (1945), aff’d, 152 F.2d 103 (9th Cir.) cert. denied,
      328 U.S. 838, 66 S. Ct. 1013, 90 L.Ed. 1613 (1946).
      Less certain is the relevance of post-death events
      with regard to claims that are certain and enforceable
      at the time of death.

Id.

   We concluded, in Propstra, that the lien claims were nei-
ther disputed nor contingent and proceeded to evaluate the
relevant statutes, regulations, and case law. Id. at 1254. We
held that “as a matter of law, when claims are for sums certain
and are legally enforceable as of the date of death, post-death
events are not relevant in computing the permissible deduc-
tion.” Id. In so doing, this court distinguished Jacobs v.
Comm’r, 34 F.2d 233 (8th Cir. 1929), in which the Eighth
Circuit held that a court could consider post-death events
when valuing all claims against an estate. Id. at 1256. Specifi-
cally, we explained that the lien claims were unlike the
widow’s claim in Jacobs because the widow’s claim “was not
certain and enforceable; it was contingent.” Id.

   The holding of Propstra is clear: an estate cannot look to
post-death events when valuing a claim against the estate that
is certain and enforceable as of the date of death. Id. at 1254.
We distinguished disputed and contingent claims from certain
and enforceable claims based on the Treasury Regulations,
which prohibit deducting vague or uncertain claims. Id. at
1253. We also cited Estate of DuVal, in which we affirmed
           NAIFY REVOCABLE TRUST v. UNITED STATES            1815
a tax court that considered post-death events to disallow a
deduction for a contingent claim. Id.

   The Trust has not shown that the relevant language in
Propstra is dicta. We have explained that “[w]hile we have
used a number of verbal formulations to describe ‘dictum,’ we
treat reasoning central to a panel’s decision as binding later
panels.” Sanchez v. Mukasey, 521 F.3d 1106, 1110 (9th Cir.
2008). Consequently, “[u]nder our circuit’s law, when a panel
selects a single line of reasoning to support its result, the rea-
soning cannot be ignored as dictum.” Id.

   This court’s reasoning in Propstra that only contingent or
disputed claims could be valued by considering post-death
events supported its ultimate holding. Propstra, 680 F.2d at
1253-54. We also relied on this reasoning to distinguish con-
trary authority. Id. at 1256. For example, we analyzed
whether the lien claims were disputed or contingent based on
our statement that post-death events are relevant when valuing
such claims. Id. at 1253-54. In addition, we distinguished
Jacobs, which allows courts to look to post-death events, on
the grounds that Jacobs involved a contingent claim. Id. at
1256.

   [9] Since our decision in Propstra, we have not expressly
departed from, nor expanded, our holding in that case. We
have similarly not departed from our view of the distinction
between certain and enforceable claims and contingent or dis-
puted claims. For example, in Estate of Van Horne, this court
applied the holding in Propstra to value an undisputed and
non-contingent pre-death spousal support order as of the date
of the decedent’s death. Estate of Van Horne, 720 F.2d at
1115-16. We, along with the tax court whose opinion we were
reviewing, continued to distinguish certain and enforceable
claims from disputed and contingent claims. Id.; Estate of Van
Horne v. Comm’r, 78 T.C. 728, 735 (1982) (recognizing dis-
tinction between a certain and enforceable claim and a “po-
tential, unmatured, contingent, or contested claim”). Indeed,
1816       NAIFY REVOCABLE TRUST v. UNITED STATES
in Estate of Van Horne, we rejected the government’s argu-
ment that the spousal support order was contingent. Estate of
Van Horne, 720 F.2d at 1116.

   More recently, in Shapiro v. United States, 634 F.3d 1055
(9th Cir. 2011), we cited Propstra for the general proposition
that claims against the estate are valued as of the date of
death. The Trust contends that, under Shapiro, the district
court could not consider the $26 million post-death settlement
as dispositive of the California income tax claim’s value. We
disagree.

   In Shapiro, we considered whether love, support, and
homemaking services provided by a cohabitant to her partner
were sufficient consideration to support a contract claim
against an estate. Shapiro, 634 F.3d at 1059. We concluded
that the district court erred when it held that such services
were not, under Nevada law, sufficient consideration to sup-
port a contract claim against the estate. Id. In reversing the
district court’s order granting summary judgment, we
remanded for the district court to determine the value of the
cohabitant’s claim. Id.

   The Trust relies heavily on this court’s conclusion in Sha-
piro that the value of the contract claim was a factual issue
that precluded summary judgment. The Trust reads our hold-
ing in Shapiro too broadly. As we previously discussed in
Section III.B.1., whether an action can be dismissed on the
pleadings depends on what the pleadings say.

   Unlike this case, Shapiro did not involve a contingent
claim. Id. at 1056. In fact, in Shapiro, we did not address the
distinction in the Ninth Circuit between certain and enforce-
able claims and disputed or contingent claims. Nonetheless,
the Trust suggests that Shapiro’s discussion of valuing the
contract claim as of the date of death signaled a departure
from our precedent that distinguishes between certain and
enforceable claims and disputed or contingent claims. The
           NAIFY REVOCABLE TRUST v. UNITED STATES          1817
Trust, however, fails to recognize that, as a three-judge panel,
the court in Shapiro could not reconsider or overrule the pre-
cedent established in Estate of Shedd, Estate of DuVal, and
Propstra. See United States v. Gay, 967 F.2d 322, 327 (9th
Cir. 1992) (“As a general rule, one three-judge panel of this
court cannot reconsider or overrule the decision of a prior
panel.”).

   According to the Trust, even if the district court could con-
sider post-death events under Propstra, it nonetheless erred
when it determined that the Trust’s deduction was limited to
the $26 million it paid to settle the California tax claim. We
disagree.

   [10] The Treasury Regulations suggest that a post-death
settlement is dispositive of a claim’s value. Treas. Reg.
§ 20.2053-1(b)(3). According to the Regulations, an estate
can deduct a claim, which initially had an uncertain value,
once its value becomes certain. Id. According to the Trust’s
factual allegations, the California income tax claim’s value
became certain when the Trust settled the claim. The Trust
has not pointed to any other allegation that suggests the
claim’s value became certain due to any other event. Conse-
quently, we agree with the district court that the settlement
amount was dispositive because it “determine[d] as a factual
matter how much the claim against the estate [was] worth and
[was] the only moment at which the value of the claim
[became] ‘certain.’ ” Marshall Naify Revocable Trust, 2010
WL 3619813, at *7 n.9.

                       CONCLUSION

  [11] We are persuaded that the district court did not err in
granting the Government’s Rule 12(c) motion for judgment
on the pleadings and dismissing this action.

  AFFIRMED.
