                                ____________

                                 No. 95-3173
                                ____________


In re: Walter Steven Brown;          *
Diane Kay Brown, *
                                     *
                  Debtors.           *
                                     *
------------                         *
                                     *
Walter Steven Brown;                 *
Diane Kay Brown, *
                                     *
                  Appellants,        * Appeal from the United States
                                     * District Court for the
      v.                             * Southern District of Iowa
                                     *
Internal Revenue Service,            *
                                     *
                                     *
                  Appellee.          *
------------                         *
                                     *
United States of America,            *
                                     *
                  Trustee.           *


                                ____________

                  Submitted:    April 10, 1996

                       Filed:   May 2, 1996
                                ____________

Before McMILLIAN, FAGG and BURNS,* District Judge.
                              ____________


McMILLIAN, Circuit Judge.




      *The Honorable James M. Burns, United States
      District Judge for the District of Oregon, sitting
      by designation.
        Debtors Walter Steven Brown and Diane Kay Brown appeal from a final
order entered in the District Court1 for the Southern District of Iowa
affirming the bankruptcy court’s2 dismissal of their Chapter 12 case
pursuant to 11 U.S.C. § 1208(c)(9).             In re Brown, Civil No. 4-93-70804
(S.D. Iowa July 24, 1995), aff’g Bankr. No. 93-00070-C-J (Bankr. S.D. Iowa
Feb. 16, 1995).      For reversal, the debtors argue the bankruptcy court erred
in (1) holding that certain presumptions were insufficient to rebut the
IRS’s       proof   of   claim,   (2)    excluding    the   debtors’   answers    to
interrogatories, certain documents produced in response to a discovery
request and debtor Walter Steven Brown’s affidavit, and (3) dismissing
their Chapter 12 case.        For the reasons discussed below, we affirm the
order of the district court.


        The debtors are farmers.        At some point before the events at issue
in the present case, they had filed a voluntary petition in bankruptcy
under Chapter 12.         One of their major creditors was the Farmers Home
Administration (FmHA).      According to the debtors, their Chapter 12 petition
precipitated an investigation by the Office of the Inspector General of
them and their relatives, including scheduled examinations at distant
locations.       The debtors asserted that they voluntarily dismissed their
Chapter 12 petition in order to spare their relatives from having to
undergo these examinations.        According to the debtors, the Office of the
Inspector General continued the investigation and referred the matter to
the United States Attorney for presentation to a federal grand jury, which
did not indict the debtors.


        In January 1993 the debtors filed a second Chapter 12 petition.          This
petition is at issue in the present case.            The




        1
     The Honorable Harold D. Vietor, United States District Judge
for the Southern District of Iowa.
        2
     The Honorable Lee M. Jackwig, United States Bankruptcy Judge
for the Southern District of Iowa

                                          -2-
debtors had $97,946 in assets but $639,305.07 in liabilities.    Their major
creditor was the FmHA.       According to the debtors, the Office of the
Inspector General had turned over the information obtained during the
course of its investigation to the Internal Revenue Service (IRS).    The IRS
investigated the debtors’ tax liabilities.    In April 1993 the IRS filed an
objection to the confirmation of the debtors’ proposed plan.     In May 1993
the IRS filed a proof of claim for $604,251.89 for federal income taxes,
interest and penalties (for tax years 1987-1992).      The debtors’ proposed
plan did not provide for payment of these tax liabilities.
         The debtors had filed a federal income tax return only for 1987.   On
June 4, 1993, the bankruptcy court ordered the debtors to file their
delinquent tax returns within 7 days and to file either an objection to the
IRS proof of claim or an adversary proceeding within 3 weeks.


         On June 23, 1993, the debtors filed an objection to the IRS proof of
claim.    The debtors stated that they had filed their tax returns as ordered
and that the tax returns showed that they did not owe any federal income
taxes at that time.    The government filed an objection and argued that its
proof of claim was entitled to a presumption of validity and that the
debtors had “the burden of presenting evidence to rebut the prima facie
evidence of the validity and amount of the claim.”       The government also
filed a motion to dismiss the debtors’ case because the debtors reported
annual employment income of less than $20,000 in 1991 and 1992 and the IRS
and the FmHA had each filed a proof of claim for more than $600,000.        The
government argued that the debtors’ “financial history did not reflect a
farming operation from which a plan of reorganization could feasibly be
developed” and that the debtors would probably not change the type of
farming they did in order to produce more income.




                                      -3-
      In September 1993 the government filed a memorandum in support of its
objection and attached the declaration of the IRS agent assigned to the
debtors’   case.      In    this    declaration      the     IRS   agent   stated    that   he
investigated the debtors’ income tax liabilities for 1987-1991 for the
purpose of preparing the IRS proof of claim.                 The IRS agent reviewed the
debtors’ income tax returns and many of the invoices for goods purchased
by various customers of 3-S Farming, 3-S, Inc., and M & B Farms, three Iowa
corporations operated by the debtor Walter Steven Brown.                   He also analyzed
the endorsements on the checks used to pay for the goods purchased by
customers of these corporations.               The IRS agent discovered that “large
amounts”   of    money     had   been   paid    to   these    corporations     for   various
agricultural commodities.          He also discovered that these corporations had
never filed federal corporate tax returns and that many of the checks used
to pay for the commodities sold by these corporations had been endorsed by
the debtor Walter Steven Brown.          In addition, the IRS agent discovered that
the debtors did not maintain any known bank accounts in their own names and
that they attempted to deal in cash as often as possible.                     He concluded
that income which had nominally been paid to the corporations should be
attributed to the debtors personally and that this income had not been
reported on the debtors’ tax returns.                The IRS agent attached his work
sheets to his declaration.


      On September 16, 1993, the bankruptcy court held a hearing on the
debtors’ objection to the IRS proof of claim.                The debtors did not testify
or appear in person.       The IRS agent testified at the hearing and explained
how he had calculated the debtors’ unreported income and that he had
obtained the checks, receipts and other documents from the FmHA.                            The
bankruptcy court refused to allow counsel for the debtors to ask the IRS
agent whether he knew how the FmHA had obtained the documents (the debtors
alleged the FmHA had obtained the documents in violation of federal privacy
laws and the fourth amendment) because the only issue was the validity of
the claim.      The IRS agent also testified that articles of




                                           -4-
incorporation had been filed for the three corporations but that he did not
know who controlled the corporations.    He also testified that two of the
corporations, 3-S, Inc., and 3-S Farming, had never filed federal corporate
income tax returns and that the third corporation, M & B Farms, had filed
tax returns for 1987 and 1990-1992, but that none of the income attributed
to the debtors for the years at issue had been reported by M & B Farms.


      The debtors’ tax preparer testified that she had prepared the
debtors’ 1987-1992 tax returns on the basis of information provided by the
debtors but that she had not seen most of the documents that the IRS agent
had used to calculate the debtors’ income.   According to the tax preparer,
the debtors by 1992 had no farm income other than agriculture programs and
had what she described as “negative income.”        The tax preparer also
testified that she had prepared corporate tax returns for the three
corporations in the past on the basis of information provided by the
debtors.


      The debtors then sought to admit into evidence their answers to
interrogatories, certain documents produced in response to a discovery
request and an affidavit of the debtor Walter Steven Brown.   The bankruptcy
court refused to admit these items because they were hearsay.


      The government filed a motion for judgment as a matter of law on the
ground that the debtors had failed to carry their burden of proof.      The
debtors opposed the motion on the basis of the presumptions in favor of the
separateness of the corporations and the validity of their tax returns.
The bankruptcy court concluded that the debtors had failed to carry the
ultimate burden of proof that the IRS proof of claim was erroneous and
dismissed the debtors’ case.   On appeal the district court reversed and
remanded because the bankruptcy court erroneously placed the ultimate
burden of proof on the debtors.   The district court decided that the




                                   -5-
debtors only had to present sufficient evidence to rebut the prima facie
validity of the IRS proof of claim.


        On remand the debtors relied on the existing bankruptcy court record,
including the presumption in favor of “corporate separateness.”           The
bankruptcy court placed the ultimate burden of proof (the burden of
persuasion) on the IRS, concluded that the debtors had failed to present
sufficient evidence to rebut the prima facie validity of the IRS proof of
claim, and dismissed the debtors’ case.       On appeal the district court
agreed and affirmed the bankruptcy court order dismissing the debtors’
case.    This appeal followed.


STANDARD OF REVIEW


        We review the bankruptcy court’s factual findings under the clearly
erroneous standard; however, we review the bankruptcy court’s legal
conclusions de novo.     We also review the determination that a party has
failed to satisfy its burden of proof under the clearly erroneous standard.
See, e.g., In re Placid Oil Co., 988 F.2d 554, 557 (5th Cir. 1993).


ALLOCATION OF BURDENS OF PERSUASION AND PRODUCTION


        The debtors first argue the bankruptcy court erred in holding the
presumptions in favor of corporate separateness and the validity of their
tax returns were insufficient to rebut the presumed validity of the IRS
proof of claim.     The debtors also argue that the testimony of IRS agent
Widelski attributing nominally corporate income to the debtors personally
was not inherently more reliable than their tax returns, which did not
report any of the corporate income, and that the IRS had failed to prove
that the corporations were alter egos of the debtors.      We disagree.




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              [In this type of case] the proper allocation of
        the burdens of [persuasion] and production may be
        decisive.   A proof of claim which comports with the
        requirements of Bankruptcy Rule 3001(f) constitutes
        prima facie evidence of the validity and amount of the
        claim.    The interposition of an objection does not
        deprive the proof of claim of presumptive validity
        unless the objection is supported by substantial
        evidence. Once the [debtor] manages the initial burden
        of producing substantial evidence, however, the ultimate
        risk of nonpersuasion as to the allowability of the
        claim resides with the party asserting the claim [here,
        the government].


In re Hemingway Transport, Inc., 993 F.2d 915, 925 (1st Cir.) (citations
omitted), cert. denied, 114 S. Ct. 303 (1993); In re Placid Oil Co., 988
F.2d    at   557 (IRS has ultimate burden of proof by preponderance of
evidence).        The presumption of the validity of the proof of claim is a
procedural device that places the burden of producing evidence to rebut the
presumption on the debtors.         Cf. Portillo v. Commissioner, 932 F.2d 1128,
1133 (5th Cir. 1991) (tax refund action).              In the present case the issue
is whether the debtors met their burden of producing sufficient evidence
as to the attribution of income to rebut the government’s prima facie case.



        We hold the debtors did not provide enough information to meet their
burden of producing sufficient evidence to shift the burden of producing
evidence     to   the     IRS.    The   debtors   failed   to    rebut     the   claim    with
“substantial evidence,” that is, evidence sufficient to rebut the IRS’s
prima    facie     case    that   the   income    nominally     received    by    the    three
corporations should be attributed to the debtors personally.                     The debtors
failed to produce any financial information other than the testimony of
their tax preparer, which was very limited and did not address the issue
of the attribution of income, and their tax returns, which were not
sufficient to prove the true amount of the debtors’ income for the years
at issue.    Cf. Mays v. United States, 763 F.2d 1295, 1297 (11th Cir.) (per
curiam) (tax returns insufficient to substantiate taxpayer’s




                                            -7-
claim for refund), cert. denied, 474 U.S. 998 (1985).        The debtors failed
to present any evidence showing that their income was what they claimed it
was, that the checks payable to the corporations but endorsed by the debtor
Walter Steven Brown were corporate income, or that the corporations were
entities wholly separate from the debtors and not their alter egos.          The
presumptions in favor of corporate separateness and in favor of tax returns
prepared in good faith were not equal in probative force to the IRS proof
of claim and the declaration and testimony of the IRS agent.


      Because this was a claim proceeding (as opposed to an adversary
proceeding), the government was entitled to establish its prima facie case
on the basis of the IRS proof of claim and was not required to plead
specially, give notice or produce evidence that the corporations were the
alter egos of the debtors in order to “pierce the corporate veil.”           The
government could have relied only on the proof of claim to force the
debtors to come forward with sufficient evidence in rebuttal.      However, the
government also produced specific and detailed evidence in support of its
claim through the declaration and testimony of the IRS agent.


      The debtors also argue the bankruptcy court improperly treated the
proof of claim as raising a conclusive presumption of validity.               We
disagree.    The   bankruptcy   court’s   analysis   was   inconsistent   with a
conclusive presumption.   The bankruptcy court concluded that the debtors’
allegations were not entitled to much, if any, weight because they were not
supported by any evidence and for that reason decided that the debtors had
failed to rebut the IRS proof of claim.


EXCLUSION OF EVIDENCE


      The debtors also argue the bankruptcy court erred in excluding the
debtors’ answers to interrogatories, certain documents and the debtor’s
affidavit.   We hold the bankruptcy court did not abuse its




                                     -8-
discretion in excluding this evidence on hearsay grounds.   The debtors were
not present at the hearing (either initially or on remand) and thus were
not available to authenticate the documents or for cross-examination.    The
debtors’ answers to interrogatories were not admissions by a party and thus
not hearsay because they were not offered against the debtors.    Rather, the
debtors sought to use the answers to interrogatories in their favor.    Fed.
R. Evid. 801(d)(2).


        The debtors also argue the bankruptcy court erred in refusing to
allow counsel for the debtors to ask the IRS agent whether he knew how the
FmHA had obtained the documents he used to calculate their unreported
income and tax liability.    The debtors argued that the FmHA had obtained
these   documents illegally.     The bankruptcy court did not abuse its
discretion in refusing to allow this line of inquiry because the only issue
in this claim proceeding was the validity and amount of the claim.   How the
FmHA had obtained the documents in question was irrelevant to that issue
or to the sufficiency of the debtors’ evidence in rebuttal.


DISMISSAL OF THE DEBTORS’ CASE


        The debtors also argue the bankruptcy court erred in summarily
dismissing their case because Chapter 12 is to be liberally construed in
favor of the debtor.   The bankruptcy court did not abuse its discretion in
dismissing the debtors’ case.      Once the bankruptcy court denied the
debtors’ objection to the IRS claim, the debtors’ proposed 3-year plan did
not present a reasonable likelihood of rehabilitation.           11 U.S.C. §
1222(a)(2) (Chapter 12 plan must provide for full payment of all claims
entitled to priority).   The debtors’ proposed plan and schedules reflected
assets of less than $100,000, annual income from employment of less than
$20,000 in 1991 and 1992, and liabilities of approximately $640,000, not
including the IRS claim in excess of $600,000 and other timely-filed
claims.




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Accordingly, the order of the district court is affirmed.


A true copy.

      Attest:

                CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.




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