## Facts

- Christian Broadcasting Network, Inc. (CBN) had been recognized as a tax-exempt organization under I.R.C. § 501(c)(3) since 1961.
- The IRS audited CBN based on alleged political activities in 1985–1986 potentially inconsistent with § 501(c)(3) requirements.
- In 1998, CBN submitted an exemption application (Form 1023), which the IRS approved with retroactive effect to April 1, 1987.
- CBN publicly announced it had reached a closing agreement with the IRS resolving audit-related issues, referencing loss of exemption for certain years, payments, and operational changes.
- Tax Analysts requested the closing agreement and related materials from the IRS under FOIA; the IRS withheld the closing agreement, asserting confidentiality under I.R.C. § 6103 (invoked through FOIA Exemption 3).
- Tax Analysts also requested documents directly from CBN under I.R.C. § 6104(a)(1)(A); CBN produced some materials but not the closing agreement and certain other requested documents.
- Tax Analysts sued the IRS (FOIA) and CBN (§ 6104). The district court granted the IRS judgment on the pleadings (Rule 12(c)) and dismissed the claim against CBN for failure to state a claim (Rule 12(b)(6)).

## Issues

1. Whether I.R.C. § 6104 authorizes a private cause of action against a § 501(c)(3) organization to compel disclosure of documents such as an IRS closing agreement.
2. Whether judgment on the pleadings for the IRS was proper on the FOIA claim where the IRS asserted FOIA Exemption 3 based on I.R.C. § 6103, given the limited factual record regarding the closing agreement and related materials.

## Decision

- The court affirmed dismissal of the claim against CBN.
- The court held that § 6104 does not create (expressly or by implication) a private right of action to sue an exempt organization to obtain documents.
- The court vacated the judgment on the pleadings in favor of the IRS on the FOIA claim.
- The court remanded for further proceedings because the existing record was inadequate to determine whether the withheld materials were protected from disclosure under § 6103 and FOIA Exemption 3.

## Legal Principles

- A statute’s directive that certain information “shall be open to public inspection” does not, without clear congressional intent, create a private cause of action to compel disclosure from a private entity.
- I.R.C. § 6104 is structured primarily as a disclosure and administration scheme implemented by the Treasury/IRS, not as a litigation mechanism against exempt organizations.
- Under FOIA, the agency bears the burden to justify withholding under an exemption; judgment on the pleadings is improper where the record lacks sufficient detail to evaluate the exemption claim.
- FOIA Exemption 3 permits withholding where another statute bars disclosure; when the IRS relies on I.R.C. § 6103, the court must have an adequate factual basis to assess whether the requested materials fall within § 6103’s confidentiality scope.

## Conclusion

The D.C. Circuit rejected an attempt to compel disclosure directly from a charity under § 6104, but required additional factual development before determining whether the IRS could withhold an IRS–taxpayer closing agreement under FOIA Exemption 3 and § 6103.


Tax Analysts v. Internal Revenue Serv. & Christian Broad. Network, Inc., 214 F.3d 179 (D.C. Cir. 2000)