                                                      United States Court of Appeals
                                                               Fifth Circuit
                                                            F I L E D
                    UNITED STATES COURT OF APPEALS
                         FOR THE FIFTH CIRCUIT              March 23, 2005

                                                         Charles R. Fulbruge III
                                                                 Clerk
                             No. 04-50980
                           Summary Calendar


ALICIA SIQUIEROS,

                                               Plaintiff-Appellant,

versus


UNITED STATES OF AMERICA,

                                                Defendant-Appellee.

                       --------------------
          Appeal from the United States District Court
                for the Western District of Texas
                         (3:03-CV-478-FM)
                       --------------------

Before WIENER, BENAVIDES, and STEWART, Circuit Judges.

PER CURIAM:*

     Plaintiff-Appellant Alicia Siquieros (“Taxpayer”) appeals the

district court’s denial of her motion for summary judgment and

grant of the motion for summary judgment of the Defendant-Appellee

United States of America (“the government”), dismissing Taxpayer’s

lawsuit seeking judicial review of the Notice of Determination

issued by the Internal Revenue Service (“I.R.S.”).       We affirm.

     The gravamen of Taxpayer’s complaint is that the I.R.S. abused

its discretion in refusing to accept her $100 offer to compromise


     *
       Pursuant to 5TH CIR. R. 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5TH CIR. R. 47.5.4.
her federal tax liability arising from the Trust Fund Recovery

Penalty assessed by the I.R.S. against Taxpayer as a “responsible

party”   for   employment       taxes   withheld     from   employees    of   E.C.

Trucking,   Inc.    but   not    paid   over    to   the    government   by   that

corporation (which sought protection in bankruptcy and is no longer

in business).      Taxpayer is deemed a responsible party by virtue of

her position of employment with E.C. Trucking, Inc. at the times in

question.

     Like the district court, we are bound to apply the highly

deferential abuse of discretion standard to the decisions of the

I.R.S. complained of by the Taxpayer.                  In so doing, we have

carefully considered the record on appeal (which demonstrates, as

confirmed by the parties’ cross-motions for summary judgment, that

there are no genuinely disputed issues of material fact) and the

issues of law presented and argued in the appellate briefs of the

parties, observing        the   extensive      exhaustion    of   administrative

remedies by Taxpayer, through the appellate process, including the

offers and counteroffers of settlement by the parties.

     It is immaterial whether we or the district court might have

exercised our discretion differently and either accepted one of the

settlement proposals from Taxpayer or extended counteroffers that

Taxpayer might have deemed more lenient.             Our review is limited to

determining whether, under all the circumstances of the case ——

including factors favorable to Taxpayer’s position, such as age,

health, financial condition, and lack of factual culpability —— the

                                         2
I.R.S. abused its discretion in rejecting the compromise offers of

Taxpayer or in making its own counteroffers.   Our thorough review

of the facts and applicable law under this highly deferential

standard of review convinces us that, as a matter of law, the

I.R.S. cannot be held to have abused its discretion. Consequently,

we affirm the district court’s grant of summary judgment dismissing

Taxpayer’s action.

AFFIRMED.




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