Full opinion text
Opinion CANTIL-SAKAUYE, C. J. Plaintiffs are consumers who contend that defendant retailer represented that it properly was charging and in fact charged them sales tax reimbursement on sales of hot coffee sold “to go,” when, according to plaintiffs, the tax code rendered such sales exempt from sales tax. They brought an action against defendant retailer under two consumer protection statutes, seeking a refund of the assertedly unlawful charges, damages, and an injunction forbidding collection of sales tax reimbursement for such sales. The trial court sustained defendant’s demurrer without leave to amend, and the Court of Appeal affirmed, concluding that plaintiffs’ action was not authorized under the tax code and was barred by article XIII, section 32 of the California Constitution. That provision limits the manner in which taxpayers may seek a refund of taxes from the taxing entity. We affirm the judgment of the Court of Appeal, although our analysis differs somewhat from that court’s analysis. We conclude that the tax code provides the exclusive means by which plaintiffs’ dispute over the taxability of a retail sale may be resolved and that their current lawsuit is inconsistent with tax code procedures. As explained, the consumer protection statutes under which plaintiffs brought their action cannot be employed to avoid the limitations and procedures set out by the Revenue and Taxation Code. I. FACTS AND PROCEEDINGS BELOW A. Proceedings and arguments in the trial court Plaintiffs’ first amended complaint alleged that defendant Target Corporation (Target) had committed an unfair business practice as defined by the unfair competition law (UCL) (Bus. & Prof. Code, § 17200 et seq.) and an unlawful practice in violation of the Consumers Legal Remedies Act (CLRA) (Civ. Code, § 1750 et seq.). The complaint also alleged a cause of action for violation of section 6359, a provision exempting many food sales from sales tax. Plaintiffs sought class certification. Plaintiffs alleged that “the sale of hot coffee drinks ‘to go’ or for ‘take-out’ is not subject to sales tax” under section 6359 and a related regulation adopted by the state Board of Equalization (Board). They alleged that defendant nonetheless charged what the complaint referred to as “sales tax” on purchases of hot coffee to go to two named plaintiffs, and “thus caused [plaintiffs] to suffer monetary loss.” (As we shall see, the complaint is inaccurate to the extent it refers to plaintiffs’ payment to the retailer as “sales tax.” The tax code provides that the retailer is the taxpayer and that it is the retailer which is required to pay sales tax to the state; the retailer is permitted but not required to collect a matching “sales tax reimbursement” from consumers. It is the reimbursement charge that is at issue in the present case.) Plaintiffs also alleged that “[defendant] falsely and illegally represented to members of the general public that it had the legal right to charge the sales taxes described herein including, but not limited to, oral representations made by [its] agents, and on receipts and registers at [its] facilities.” Plaintiffs alleged that defendant’s actions constituted “unlawful, unfair and fraudulent business acts and practices within the meaning of. .. Business and Professions Code section 17200, et seq.” It was further alleged that “[b]y [its] actions, [defendant] unfairly and unlawfully increased the costs to Class members in direct contradiction to law. In the event [defendant] retained these monies it unjustly enriched itself at the expense of Plaintiffs, other Class members and the general public and, as such, [defendant’s] conduct amounts to unfair competition” and “offends public policy and is immoral, unscrupulous, unethical and offensive, and causes substantial injury.” The complaint alleged continuing violations and asserted that defendant “refused to publicly acknowledge [its] improper imposition of the charges, correct [its] wrongdoing, and provide compensation . . . .” Plaintiffs sought an order enjoining defendant from “improperly charging sales tax to consumers” on hot coffee to go, and from withholding information regarding its practices. Plaintiffs also sought “restitution of any monies wrongfully acquired or retained” and “disgorgement of . . . ill-gotten gains obtained by means of . . . unfair practices.” Plaintiffs alleged a violation of the CLRA in that defendant “(a) misrepresented the source, sponsorship, approval or certification of [its] charges for sales taxes by indicating to consumers that [it has] ... the legal authority to charge the sales taxes that [it has] . . . charged and continue[s] to charge”; (b) “[misrepresented the] affiliation, connection, or association with, or certification by, another by indicating to consumers that [it has] ... the legal authority to charge the sales taxes . . . ; [misrepresented that] the transactions at issue confer or involve rights, remedies, or obligations which [it does] not have or involve, or which are prohibited by law by charging the sales tax”; and inserted an unconscionable provision into contracts by charging the assertedly improper “sales tax.” Plaintiffs alleged that they had informed defendant by mail of its alleged violation of the CLRA and made a “demand for remedy,” but that no remedy has been forthcoming. Plaintiffs sought an order “enjoining the [defendant] from continuing the methods, acts and practices set out above regarding [its] charging of illegal sales taxes . . . .” They sought damages in “the amount of sales taxes wrongfully collected from plaintiffs and the Class for the purchase of hot coffee ‘to go’ or for ‘take out,’ without being limited thereto” and punitive damages on the ground that “[defendant’s] conduct allegedly was willful, oppressive and fraudulent.” Finally, plaintiffs sought an order certifying the class, awarding restitution and disgorgement, enjoining the continuation of “illegal practices,” requiring defendant to “inform the public of [its] unlawful practices and enjoining [defendant] from the practices complained of.” Defendant demurred. It objected that plaintiffs’ action would call upon the court to order a refund and enjoin collection of the sales tax reimbursement “on the allegedly non-taxable items” “without a determination that Target erroneously paid the tax to the [Board].” Defendant argued that article XIII, section 32 of the state Constitution barred such a proceeding because plaintiffs’ lawsuit sought, in effect, “an order preventing the [Board] from collecting this tax” and “remedies not provided for” in the tax code. Defendant also argued that consumer remedies regarding sales taxes should be permitted only as specifically provided by the Legislature, asserting that the Board is responsible in the first instance for deciding whether retailers have collected too much sales tax reimbursement from consumers. In addition, defendant argued that the court should decline to exercise jurisdiction over plaintiffs’ claims, but should defer to the Board under the doctrine of primary jurisdiction. Plaintiffs responded that at the demurrer stage, there was no record of whether Target paid the sales tax it collected to the Board, nor need there be any such allegation in the complaint. Plaintiffs argued that the Legislature had specifically provided that they “may sue Target for illegally charging them sales tax,” alluding in support to section 6901.5 and a decision of this court interpreting a predecessor to that statute, Javor v. State Board of Equalization (1974) 12 Cal.3d 790 [117 Cal.Rptr. 305, 527 P.2d 1153] (Javor). Section 6901.5, they asserted, afforded them a private right of action “against those who charge them improper sales taxes.” Plaintiffs further asserted that the state constitutional limitation on lawsuits for tax refunds (Cal. Const., art. XIII, § 32) did not apply, and that the doctrine of primary jurisdiction should not apply. As for their UCL claim, plaintiffs argued that even if the tax code provided no private right of action, the UCL supplied a basis for their claim. They alleged that violation of section 6359 (exempting many food sales from sales tax), and the statute’s related regulation, is “unlawful” and therefore supports their UCL claim. At the hearing on the demurrer, the trial court observed that “a determination has to be made by the [Board] regarding [any] . . . ‘refund’ ... or ‘damages’ . . . pursuant to sections 6901 [(governing refunds from the Board to retailers)] and 6901.5 [(governing the return of excess reimbursement from consumers)].” It added: “If the [Board] makes a determination, then the case or these causes of action might be ripe for adjudication.” In response, plaintiffs requested leave to amend the complaint to “bring in the Board and then proceed in that manner.” There was some discussion of an amendment that would constitute a suit to compel defendant to seek a refund from the Board, but the court warned, “I’m not going to be creative for you. I’m going to allow you to try to amend the first three causes of action to see what we get out of it.” The court sustained the demurrer with leave to amend as to the three causes of action discussed above, formally granted plaintiffs’ motion for leave to add the Board as a defendant, and sustained the demurrer without leave to amend as to the money had and received, conversion, and negligent misrepresentation causes of action. Plaintiffs filed a second amended complaint, but this complaint did not add the Board as a defendant. Their amended complaint simply added a few details concerning plaintiffs’ purchases, and alleged that defendant Target never inquired whether the named plaintiffs’ coffee purchases were to go, thereby depriving plaintiffs of the “opportunity to avoid being wrongfully charged the taxes at issue.” Defendant once more demurred, repeating that the remedies plaintiffs sought were unavailable under the state Constitution because the injunctive remedy essentially would prevent the Board from collecting the tax, and a restitution award would afford tax relief in a manner not established by the Legislature. Defendant maintained that section 6901.5, a provision that governs reimbursement refunds, does not create a private right of action for consumers, but instead contemplates that consumers should apply to the Board to, in the words of the statute, “ascertainQ” whether retailers should make any refund to consumers. Defendant also repeated its assertion that the court should decline to exercise its equitable power under the doctrine of primary jurisdiction. At the hearing on the demurrer, the trial court commented that the second amended complaint was “déjá vu all over again.” The court explained that the question whether plaintiffs were appropriate “complainants” had not been answered and stated that “[n]either the statutory [scheme] nor any case authority allows you to go forward with this type of action unless there’s been, at the very least—and I don’t have an opinion about this—some request to the tax court. . . .” Plaintiffs responded first that “regardless of whether the . . . [Board] should be involved, the representation by [defendant] to its customers that they are paying a sales tax when in fact, they are not is an unfair business practice.” Second, plaintiffs disputed the significance of the question of the Board’s “jurisdiction over this claim.” Plaintiffs asserted that the court had assumed that defendant had paid the Board sales tax on sales of hot coffee, but “the complaint doesn’t allege that” and it is wrong for the “court [to] make that assumption.” Third, counsel for plaintiffs stated that “what some courts have done in this circumstance that I’ve been involved with is that they stay the case, advise us to go seek the refund from the [Board], and inevitably when that answer is ‘no,’ we can come back and then we are allowed to go forward with our case.” Defendant countered that plaintiffs had chosen the wrong way to go about their claim, and objected to the idea of staying the case, permitting plaintiffs to seek reimbursement from the Board, then returning to court. On the contrary, defendant argued, plaintiffs may do no more than was authorized in our Javor decision (see Javor, supra, 12 Cal.3d 790), in which we permitted consumers to bring an action to require retailers to seek a sales tax refund from the Board. Defendant emphasized that plaintiffs had exhibited no interest in taking such a course. The court sustained the demurrer to the second amended complaint without leave to amend and dismissed the case with prejudice, stating that it agreed with “much” of defendant’s argument and written pleadings. B. Arguments on appeal, and the Court of Appeal’s decision Plaintiffs appealed, contending primarily that section 6901.5 afforded them a private right of action against defendant. Despite their concession at the hearing on the first amended complaint that the demurrer should be sustained without leave to amend as to the cause of action for money had and received, they also contended they had adequately pleaded that cause of action. In response, defendant contended that the suit was barred by the California Constitution, and that section 6901.5 does not provide for a private right of action. It also disputed plaintiffs’ claim concerning the money had and received count. In reply, plaintiffs denied that article XIII, section 32 of the state Constitution applied to their suit, insisted that the language of section 6901.5 authorized their lawsuit, and argued that even if a Board determination was a prerequisite to their suit, the trial court should have stayed the action under the doctrine of primary jurisdiction. The Court of Appeal affirmed the judgment in favor of defendant. It rejected plaintiffs’ claim that the tax code itself afforded them a private right of action against retailers, and concluded that their UCL and CLRA claims were inconsistent with article XIII, section 32 of the state Constitution. The Court of Appeal pointed to the tax code’s comprehensive sales tax scheme and its intertwining provisions governing retailers. It emphasized that it is retailers who pay sales tax to the state, and that under the tax code, it is retailers who may file a claim with the Board seeking a refund of overpaid sales tax. Customers, the court pointed out, lack standing to file a claim with the Board for a tax refund. The Court of Appeal rejected plaintiffs’ reliance upon section 6901.5 as a basis for a private right of action against the retailer. It declared that the statute makes some provision for the refund of excess tax reimbursement amounts to consumers, but the statute and related regulation do not provide a private right of action for consumers. On the contrary, the reviewing court declared that nothing in section 6901.5 “affirmatively indicates the intent of the Legislature to authorize a private action by a customer against a retailer. . . . Rather, the statute relates to a claim with the Board”—not a lawsuit—and the statute and related regulation direct a retailer to make a refund to customers if the Board has “ ‘ascertained’ ” that one is due. The Court of Appeal believed that the Legislature has vested in the Board the authority to enforce the sales tax law, and that it would undermine the statutory scheme to permit customers to unilaterally “ ‘ascertain’ ” when excess sales tax reimbursement had been collected. The court stated that plaintiffs’ contrary claim “would disrupt the administration of the sales tax laws because it would allow customers to usurp the authority of the Board to determine the application of the law in the first instance.” The reviewing court pointed out that the Board has not had an opportunity to ascertain whether sales tax was due on defendant’s sale of hot coffee to go, nor has it ascertained whether any reimbursement is due under section 6901.5. Moreover, according to the Court of Appeal, plaintiffs are trying to use the UCL and CLRA to resolve a sales tax dispute, but “[tjhis they cannot do under article XIII, section 32” of the state Constitution. In the appellate court’s view, constitutional restrictions would not permit a consumer action seeking to declare a particular sale exempt from tax, because a resulting award in favor of consumers could afford a tax refund in a manner not specifically authorized by the Legislature. The court also believed that constitutional principles would not permit an injunction against defendant’s collection of sales tax reimbursement, because such an injunction could curtail tax collections. The Court of Appeal summarized its constitutional analysis and holding as follows; “Article XIII, section 32 prohibits injunctions against the collection of state taxes and provides that refunds of taxes may only be recovered in a manner provided by the Legislature. As our Supreme Court explained in Woosley v. State of California (1992) 3 Cal.4th 758, 792 [13 Cal.Rptr.2d 30, 838 P.2d 758] (Woosley), under California Constitution, article XIII, section 32, the courts cannot expand the methods for seeking tax refunds expressly provided by the Legislature. The purpose of this constitutional provision is to ensure that governmental entities may engage in fiscal planning so that essential public services are not unnecessarily interrupted. [][]... [1] “The complaint also alleges causes of action under unfair business practices and consumer protection statutes and a cause of action for money had and received. Plaintiffs seek damages, restitution and injunctive relief pursuant to these causes of action. However, plaintiffs are attempting to resolve a sales tax dispute by using consumer and common law remedies rather than the procedure set forth by the Legislature. This they cannot do under article Xm, section 32. “Plaintiffs argue that they are not violating article XIII, section 32, because they do not seek to enjoin the state from collecting sales taxes. Rather, plaintiffs contend, they seek to enjoin a private company from collecting sales tax reimbursement. Plaintiffs further contend that article XIII, section 32 is not implicated because they only seek a refund of sales tax reimbursement, not a refund of sales taxes. “We reject plaintiffs’ argument and find that a court may not directly or indirectly enjoin or prevent the collection of a sales tax. As we will explain, the statutory schemes for sales taxes and sales tax reimbursement are intertwined. A determination by a court that sales tax is not due on ‘to go’ hot coffee purchases from Target, and an injunction against the collection of sales tax reimbursement by Target on such purchases, is effectively an injunction against the collection of sales tax by the state. Further, under article XIII, section 32, plaintiffs cannot circumvent the statutory scheme for sales tax reimbursement refunds by asserting causes of action not contemplated by that scheme. We therefore affirm the judgment and hold that plaintiffs’ action is barred by article XIII, section 32 and the sales tax statutes in the Revenue and Taxation Code.” C. Parties’ claims We granted plaintiffs’ petition for review. Plaintiffs challenge the Court of Appeal’s constitutional analysis, and contend that UCL and CLRA remedies are cumulative to any remedy or procedure that is available under the tax code. Plaintiffs have now stated that they do not challenge that part of the Court of Appeal’s decision rejecting their own claim in that court that the tax code, and specifically section 6901.5, provided them with a private right of action against defendant. On the contrary, in this court plaintiffs argue that the absence of a private right of action for consumers under the tax code makes it imperative that this court recognize their remedies under the UCL and CLRA. They contend, too, that the Court of Appeal’s decision would undermine UCL and CLRA actions in general and would leave consumers who are charged unauthorized or excessive sales tax without a remedy. Defendant contends that the Court of Appeal correctly analyzed the constitutional and statutory provisions and properly concluded that plaintiffs’ action is barred. H. DISCUSSION On appeal, “[w]hen a demurrer [has been] sustained, we determine whether the complaint states facts sufficient to constitute a cause of action. [Citation.] And when it is sustained without leave to amend, we decide whether there is a reasonable possibility that the defect can be cured by amendment: if it can be, the trial court has abused its discretion and we reverse.” (City of Dinuba v. County of Tulare (2007) 41 Cal.4th 859, 865 [62 Cal.Rptr.3d 614, 161 P.3d 1168]; see Code Civ. Proc., § 430.10, subd. (e).) We follow the well-settled rule that “[w]hen reviewing a judgment dismissing a complaint after the granting of a demurrer without leave to amend, courts must assume the truth of the complaint’s properly pleaded or implied factual allegations.” (Schifando v. City of Los Angeles (2003) 31 Cal.4th 1074, 1081 [6 Cal.Rptr.3d 457, 79 P.3d 569].) On the other hand, the reviewing court “does not . . . assume the truth of contentions, deductions or conclusions of law.” (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 967 [9 Cal.Rptr.2d 92, 831 P.2d 317].) We summarize our conclusions, which depend upon a proper understanding of both the procedural and substantive aspects of the governing sales tax provisions. The clear basis of plaintiffs’ action—that Target represented that it properly was charging and in fact charged sales tax reimbursement on a sale that plaintiffs believe the tax code exempted from taxation—requires resolution of a sales tax law question, that is, whether Target’s sales of hot coffee to go to plaintiffs were subject to sales tax or fell within an exemption. That question, which we may characterize as the “taxability” question, is committed in the first instance to the Board, subject to judicial review under the restrictions and pursuant to the procedures provided by the tax code. A UCL or CLRA cause of action such as plaintiffs’ cannot be reconciled with the primary decisionmaking role that the tax code vests in the Board with respect to tax issues. Moreover, section 6901.5 provides a safe harbor for a retailer/taxpayer who remits reimbursement charges to the Board. For these reasons, the tax code precludes claims such as plaintiffs’. Although in the past we have permitted consumer intervention into the sales tax scheme in limited circumstances and only by means of a judicial proceeding to compel the retailer/taxpayer to seek a refund from the Board (see Javor, supra, 12 Cal.3d 790), such a remedy invokes, rather than avoids, tax code procedures. Plaintiffs in the present case did not pursue that remedy. Because we can resolve the issues presented on statutory grounds, it is not necessary to resolve the constitutional question addressed by the Court of Appeal, although constitutional considerations enter into our interpretation of the relevant statutes. A. Article XIII, section 32 of the state Constitution The Court of Appeal’s determination that plaintiffs’ claims were barred rested in large part upon article XIII, section 32 of the state Constitution: “No legal or equitable process shall issue in any proceeding in any court against this State or any officer thereof to prevent or enjoin the collection of any tax. After payment of a tax claimed to be illegal, an action may be maintained to recover the tax paid, with interest, in such manner as may be provided by the Legislature.” (All further article references are to the California Constitution.) We have explained that the policy behind the provision is to ensure that the state may continue to collect tax revenue during litigation in order to avoid unnecessary disruption of public services that are dependent on that revenue. (Pacific Gas & Electric Co. v. State Bd. of Equalization (1980) 27 Cal.3d 277 [165 Cal.Rptr. 122, 611 P.2d 463] (Pacific Gas & Electric Co.).) We have observed that delay in tax collection “ ‘may derange the operations of government, and thereby cause serious detriment to the public.’ ” (Id. at p. 283.) To serve the same end, the constitutional provision not only bars prepayment actions by taxpayers seeking injunctive relief but ordinarily also bars those seeking declaratory relief or mandamus. (Id. at pp. 280-281; Calfarm Ins. Co. v. Deukmejian (1989) 48 Cal.3d 805, 838 [258 Cal.Rptr. 161, 771 P.2d 1247]; State Bd. of Equalization v. Superior Court (1985) 39 Cal.3d 633, 638-639 [217 Cal.Rptr. 238, 703 P.2d 1131] [“[T]he sole legal avenue for resolving tax disputes is a postpayment refund action. A taxpayer may not go into court and obtain adjudication of the validity of a tax which is due but not yet paid”; the constitutional provision prohibits “not only injunctions but also a variety of prepayment judicial declarations or findings which would impede the prompt collection of a tax”].) In sum, “[t]he section applies if the prepayment judicial determination sought would impede tax collection.” (Western Oil & Gas Assn. v. State Bd. of Equalization (1987) 44 Cal.3d 208, 213 [242 Cal.Rptr. 334, 745 P.2d 1360] (Western Oil & Gas Assn.).) Article XIII, section 32 also requires that tax refund actions be brought solely according to procedures established by the Legislature. It vests power over tax procedure in the Legislature, and limits or governs the authority of the courts over tax collection disputes. (Western Oil & Gas Assn., supra, 44 Cal.3d at p. 213 [the provision “broadly limits in the first instance the power of the courts to intervene in tax collection matters”].) This deference also serves the state’s interest in being able to plan for needed public expenditures, and “rests on the premise that strict legislative control over the manner in which tax refunds may be sought is necessary so that governmental entities may engage in fiscal planning based on expected tax revenues.” (Woosley, supra, 3 Cal.4th at p. 789; see Pacific Gas & Electric Co., supra, 27 Cal.3d at p. 283.) Plaintiffs argue that article XIII, section 32 does not apply to or bar their lawsuit because the provision applies solely (1) to actions against the state or its officers; and (2) to lawsuits brought by taxpayers', (3) to recover the tax paid. Plaintiffs observe that their action for restitution, damages, and injunctive relief is not against the state, or indeed any government taxing entity. They add that the reimbursement amount they challenge is not a tax, but an amount they, as nontaxpayers, paid to retailers pursuant to a contractual arrangement. They claim, moreover, that their action will not impair the state’s ability to collect taxes, nor will the action recognize a refund procedure that is inconsistent with the tax code. In response, defendant maintains that under the state Constitution, tax refund issues may be litigated solely according to the procedure specifically provided by the tax code, and that plaintiffs’ lawsuit is inconsistent with that scheme. Defendant observes that the constitutional provision prohibits lawsuits to prevent or enjoin the collection of any tax, and argues that “because an action to recover sales tax reimbursement is substantively indistinguishable from an action to recover the tax paid, this constitutional protection must be afforded to retailers collecting sales tax reimbursement from their customers.” Our jurisprudence directs that we avoid resolving constitutional questions if the issue may be resolved on narrower grounds (Santa Clara County Local Transportation Authority v. Guardino (1995) 11 Cal.4th 220, 230 [45 Cal.Rptr.2d 207, 902 P.2d 225]), and that we adopt an interpretation of the relevant statutes that gives full effect to their language and purpose, but also “eliminates doubts as to the statute’s constitutionality” (Harrott v. County of Kings (2001) 25 Cal.4th 1138, 1151 [108 Cal.Rptr.2d 445, 25 P.3d 649]; see Conservatorship of Wendland (2001) 26 Cal.4th 519, 548 [110 Cal.Rptr.2d 412, 28 P.3d 151]). As already noted, and applying this authority, our interpretation of the tax code renders it unnecessary to resolve the constitutional question addressed by the Court of Appeal, although constitutional considerations enter into our interpretation of the relevant statutes. B. Overview of relevant provisions of the tax law As noted previously and as discussed more fully hereafter, under California’s sales tax law, the taxpayer is the retailer, not the consumer. In addition, the taxability question, whether a particular sale is subject to or is exempt from sales tax, is exceedingly closely regulated, complex, and highly technical. A comprehensive administrative scheme is provided to resolve these and other tax questions and to govern disputes between the taxpayer and the Board. Under these administrative procedures, it is for the Board in the first instance to interpret and administer an intensely detailed and fact-specific sales tax system governing an enormous universe of transactions. Administrative procedures must be exhausted before the taxpayer may resort to court. Parts II.B.1. and II.B.2. below describe the system in more detail, supporting the view that this comprehensive statutory scheme is inconsistent with consumer claims such as plaintiffs’ by which a party other than the taxpayer would seek to litigate whether a sale is taxable or exempt. As for the interests of consumers, parts II.B.3. and II.B.4. describe the position historically accorded to them by statute and case law, and also set out the current statutory system governing consumer reimbursements. More specifically, retailer/taxpayers are permitted, but not required, to contract with consumers to charge a reimbursement amount to reimburse the retailer for its own payment of sales tax on a transaction. Alternatively, the retailer may choose simply to absorb the sales tax. Retailer/taxpayers cannot retain the reimbursement amounts they receive from consumers. When it is “ascertained” (§ 6901.5), whether through a Board audit or deficiency determination or a refund proceeding, that a retailer miscalculated its sales tax and charged consumers an erroneous reimbursement amount, the retailer has a choice whether to make a refund to consumers or instead, to remit the amount to the Board. Significantly, a retailer who remits the amount to the Board reaches a “safe harbor.” In addition, there is no formal administrative procedure for consumers who believe they have been charged excess reimbursement, although they may complain to the Board, which may in turn initiate an audit. Finally, we have recognized that in certain circumstances a consumer may bring an action to require a taxpayer to seek a refund from the Board, a proceeding in which the Board would ascertain whether excess reimbursement had been charged and, assuming any excess had been remitted by the taxpayer to the state, issue a refund to the taxpayer conditioned on its, in turn, making a refund to the consumer. As we shall explain, it would be inconsistent with this scheme to permit the consumer to initiate a consumer action such as plaintiffs’ requiring a court to resolve, outside the searching regulatory scheme established by the tax code, whether a sale was taxable or exempt, and for the court to interfere in the statutory system by which the retailer is authorized to satisfy its obligations by remitting excess tax reimbursement amounts to the Board. 1. Who is the taxpayer and what sales are taxable? The sales tax is imposed on retailers “[f]or the privilege of selling tangible personal property at retail.” (§ 6051.) The retailer is the taxpayer, not the consumer. “The tax relationship is between the retailer only and the state; and is a direct obligation of the former.” (Livingston Rock & Gravel Co. v. De Salvo (1955) 136 Cal.App.2d 156, 160 [288 P.2d 317]; see 9 Witkin, Summary of Cal. Law (10th ed. 2005) Taxation, § 344, p. 497; 56 Cal.Jur.3d (2011) Sales and Use Taxes, § 10, p. 22.) The sales tax law provides the method by which retailers are required to calculate taxable sales and remit the tax to the Board. Retailers must file returns and pay sales tax quarterly on their gross sales for the preceding quarter. (§§ 6451-6459.) For high volume sellers, the tax or a portion thereof must be prepaid on a quarterly basis using a portion of prior year sales tax liability as a measure. (§§ 6471-6479; 9 Witkin, Summary of Cal. Law, Supra, Taxation, § 369, p. 541.) The central principle of the sales tax is that retail sellers are subject to a tax on their “gross receipts” derived from retail “sale” of tangible personal property. (§ 6051.) Despite the apparent simplicity of a tax based on gross receipts, a complex system of statutes and regulations minutely controls tax liability. This system closely defines taxable sales, governs whether particular sales or transactions are subject to the tax, and defines what constitutes “gross receipts.” Of particular note given plaintiffs’ argument that consumer claims should lie when the retailer fails to correctly apply sales tax exemption law, an entire chapter of the sales and use tax law is devoted to exemptions. (§ 6351 et seq.) The law of exemptions is comprehensive, governing every imaginable type of sales transactions. One article in the exemption chapter includes 79 provisions exempting particular types of transactions from sales and use taxation— including, for example, relatively straightforward exemptions for poultry litter (§ 6358.2), to much more complicated and fact-specific exemptions for some sales of food or medicine (§§ 6359, 6369) or for gross receipts from food stamp sales (§ 6373), to some quite arcane exemptions (see § 6366.5 [sales of endangered species]). Many exemptions apply to various types of charitable or nonprofit transactions. (See § 6360.1 [sales of veteran’s memorial lapel pins]; see also §§ 6359.3, 6361, 6361.5, 6363.2-6363.8.) Some of the exemptions turn on the use to which the purchaser will put the item being sold or leased (see §§ 6366.4 [artwork sold to nonprofit museums for the purpose of public display], 6368.1 [leasing of watercraft for specified purposes]), and in some instances, the law exempts transactions from only a small portion of the sales tax (see § 6376.1). In this case, plaintiffs assert that the sales tax law plainly exempts the sale of hot coffee to go from sales tax, and that Target violated the UCL and CLRA by collecting reimbursement on an assertedly nontaxable sale. Plaintiffs refer to section 6359, which generally exempts the “sale of . . . use, or other consumption” of food products. (§ 6359, subd. (a).) There are many exceptions to the exemption appearing in section 6359, however. Food products are not exempt if they are “served as meals on or off the premises.” (Id., subd. (d)(1).) Also not qualifying for the exemption are items that are “furnished, prepared, or served for consumption at tables, chairs, or counters or from trays, glasses, dishes, or other tableware” provided by the retailer. (Id., subd. (d)(2).) In other words, a distinction is drawn between items of food depending on whether they are consumed on the premises. The exemption also does not apply when “food products are sold as hot prepared food products.” (Id., subd. (d)(7).) On the other hand, the “ ‘[h]ot prepared food products’ ” exception to the exemption does not apply “to a sale for a separate price of bakery goods or beverages (other than bouillon, consommé, or soup)” under defined conditions. (Id., subd. (e).) Accompanying regulations descend to the finest details. (See Cal. Code Regs., tit. 18, § 1602 et seq.) The regulation defining the taxability of food products is of amazing complexity. (Id., § 1603.) The regulation applies the tax to sales of hot prepared foods (a term subject to very extensive refinement and somewhat contradictory definition (see id., § 1603, subd. (e)), with provisions for items furnished by specified establishments “whether served on or off the premises.” (Id., § 1603, subd. (a)(2)(A).) There are special rules for sales of straws and toothpicks along with food (ibid.), and a definition of “hot prepared food products” that distinguishes between items sold separately and those sold under a single price along with cold foods (id., subd. (e)(1)), which appears to exempt hot coffee if sold separately but not if sold with a bakery item, unless taxable because, among other reasons, it was sold for consumption at tables, chairs, or counters provided by the retailer (id., § 1603, subds. (e), (f)). In an amicus curiae brief filed in this court, the Board explains that “to go” sales are those for which the customer leaves the store’s premises entirely before consuming the item. “Target would have to distinguish sales of coffee where the customer bought the coffee and immediately left the store from those where the customer bought the coffee but continued to shop in the same store or drank the coffee at tables and chairs in the coffee sales area. In addition, since the analysis must be made on a location-by-location basis, Target would need to conduct investigations in each of its California locations. [Citation.] The amount of administrative expense incurred to obtain such figures and maintain proper records would likely be passed on to Target’s customers in the form of higher prices.” Putting aside fine points concerning the application of the law, and returning to the general provisions of the tax law, it is presumed that all “gross receipts” are subject to the sales tax unless the contrary is established by the retailer. (§ 6091.) This presumption exists in order to ensure “the proper administration of [the sales tax law] and to prevent evasion of the sales tax . . . .” (Ibid) Taxpayers’ exemption claims must be supported by adequate records. (Paine v. State Bd. of Equalization (1982) 137 Cal.App.3d 438, 443 [187 Cal.Rptr. 47] (Paine).) The burden of proof is on the taxpayer. (Southern California Edison Co. v. State Board of Equalization (1972) 7 Cal.3d 652, 663 [102 Cal.Rptr. 766, 498 P.2d 1014] (Southern California Edison); People v. Schwartz (1947) 31 Cal.2d 59, 64 [187 P.2d 12] (Schwartz)) 2. Board jurisdiction over enforcement and tax challenges The Board administers and enforces the sales tax law (§§ 7051-7060), and adopts related regulations. (§ 7051.) It may audit taxpayers (§ 7054) and may require them to file reports relating to their sales. (§ 7055.) The Board, if not satisfied with the return or amount of tax paid, may make deficiency determinations (§ 6481), and impose penalties (§§ 6484, 6485), and may offset overpayments for one period against underpayments for another period or against penalties and interest. (§§ 6483, 6512.) The law provides the method by which retailers may challenge deficiency determinations made by the Board. (§§ 6561-6566.) Various rules govern the Board’s ability to file tax liens, undertake court actions, and execute judgments against taxpayers. (§§ 6701-6798.) The Board generally has three years from the time taxes are due or remitted to give notice of deficiency, but has eight years to act if no return is filed. (§ 6487, subd. (a).) Taxpayers may file refund claims with the Board. (§ 6901 et seq.) Taxpayers seeking a refund must first pay the tax; they may not deduct the disputed amount from their quarterly payments pending determination of the refund claim. (Cal. Code Regs., tit. 18, § 5232, subd. (f).) Failure to file a timely refund claim constitutes a waiver of any claim for refund of overpayments. (§ 6905.) When it is determined that the taxpayer is owed a reftmd, the amount of excess tax payment is credited against amounts then due from the taxpayer. (§ 6901; Cal. Code Regs., tit. 18, § 5238.) The law imposes strict time limits on taxpayers for requests for refund or redetermination. (§§ 6561, 6902.) Taxpayers are subject to penalty for late or improper returns (§§ 6476-6478, 6591 et seq.), and may be criminally liable for false or fraudulent returns (§ 7152) or other violations of the tax code (§§ 7153, 7153.5). The taxpayer must exhaust administrative remedies before bringing an action in court. As the tax code provides, “[n]o suit or proceeding shall be maintained in any court for the recovery of any amount alleged to have been erroneously or illegally determined or collected unless a claim for refund or credit has been duly filed . . .” pursuant to provisions of the tax code. (§ 6932.) The tax code also contains a provision that parallels article XIII, section 32 of the state Constitution. It provides that “[n]o injunction or writ of mandate or other legal or equitable process shall issue in any suit, action, or proceeding in any court against this State or against any officer of the State to prevent or enjoin the collection under this part of any tax or any amount of tax required to be collected.” (§ 6931.) We have explained that “[t]he purpose of these statutory requirements is to ensure that the Board receives sufficient notice of the claim and its basis” and to give the Board “an opportunity to correct any mistakes, thereby conserving judicial resources.” (Preston, supra, 25 Cal.4th at p. 206.) The issues raised in the claim for refund establish and restrict the claims that may be raised in any subsequent judicial challenge. (Ibid.) 3. Sales tax reimbursement As for consumers, although the sales tax falls on retailers and must be paid by them to the state, retailers are permitted but not required to obtain reimbursement for their tax liability from the consumer at the time of sale. (Civ. Code, § 1656.1; 9 Witkin, Summary of Cal. Law, supra, Taxation, § 344, p. 498; 56 Cal.Jur.3d, supra, Sales and Use Taxes, § 12, p. 25; 2 State Bd. of Equalization, Business Taxes Law Guide (2009) Sales & Use Tax Annots., Annots. Nos. 460.0020, p. 4760 [retailers are not required to collect reimbursement], 460.0023, p. 4760 [retailers may discount a price by the amount of the sales tax reimbursement], 460.0005, p. 4759 [retailers may advertise a price as free of sales tax].) Whether a reimbursement amount will be added is purely a matter of contract between the retailer and consumer. (Civ. Code, § 1656.1, subd. (a); Cal. Code Regs., tit. 18, § 1700, subd. (a)(1).) It is presumed that the parties agreed to the addition of sales tax reimbursement to the sales price if the sales agreement so states, if the sales tax reimbursement is shown on the sales check, or if the retailer posts a notice or notifies consumers by specified methods that reimbursement for sales tax will be added to the sales price of all items or certain items. (Civ. Code, § 1656.1, subd. (a)(1), (2) & (3); 9 Witkin, Summary of Cal. Law, supra, Taxation, § 344, p. 498.) A retailer who fails to remit to the Board the sales tax reimbursement amount it has knowingly collected from the consumer is subject to a 40 percent penalty (§ 6597, subd. (a)(1) [“Any person who knowingly collects sales tax reimbursement . . . , and who fails to timely remit that sales tax reimbursement... to the board, shall be liable for a penalty of 40 percent of the amount not timely remitted.”]; see id., subd. (a)(2) [providing for certain exceptions].) Reimbursement amounts are deducted from the sales price for the purpose of calculating gross receipts, but only if the retailer establishes that the tax was added to the sales price and was not absorbed by the retailer. (§ 6012, subd. (c)(12) [“For purposes of the sales tax, if the retailers establish to the satisfaction of the board that the sales tax has been added to the total amount of the sale price and has not been absorbed by them, the total amount of the sale price shall be deemed to be the amount received exclusive of the tax imposed. Section 1656.1 of the Civil Code shall apply in determining whether or not the retailers have absorbed the sales tax.”].) The corollary is that if the retailer “absorb[s]” the sales tax, the retailer owes the state tax on the full price. Sometimes the taxability of a sale depends on the identity of the purchaser, but it appears that nevertheless, for convenience, retailers in some instances may sell items at a single price to all buyers. For example, food bought from vending machines by students is exempt from tax (Cal. Code Regs., tit. 18, § 1574, subd. (b)(2)(D)), but the same purchase from the same machine by someone else on the school property is taxable (id., subd. (b)(2)(A)). The amicus curiae brief filed by the Board posits that as far as the consumer is concerned, for economic purposes, the sales tax reimbursement charge is part of the price paid by the consumer. The Board suggests that “[a]ny retailer who tried to over-collect sales tax reimbursement from its customers would quickly find them going to another retailer whose prices were lower.” 4. Potential return to consumers of reimbursement charges As stated, plaintiffs’ UCL and CLRA claims rest on the premise that Target violated the tax code by charging them a reimbursement amount on a retail sale that they allege was exempt from taxation. Before we analyze the current statutory provision governing excess reimbursement charges (§ 6901.5), we review the law that preceded it in order to understand the relative positions held in the statutory scheme by the consumer, the Board, and the taxpayer. a. Early law Prior law imposed the sales tax on retailers but stated that the “tax hereby imposed shall be collected by the retailer from the consumer in so far as it can be done” (former § 6052, added by Stats. 1941, ch. 36, § 1, p. 536), and prohibited the retailer from advertising that it would absorb, omit, or refund the tax (former § 6053, added by Stats. 1941, ch. 36, § 1, p. 536). As explained post, in part H.B.4.Í., eventually, in 1978, these provisions were repealed because they were seen as potentially but inaccurately suggesting that it was the consumer who was the taxpayer, not the retailer. b. Former section 6054.5 In the meantime, in 1961 the Legislature added a provision that to some extent recognized consumer interests. Former section 6054.5 provided that if the retailer knowingly collected excess reimbursement, the amount should be refunded to the consumer or paid to the Board, and that the Board could condition a refund to the taxpayer on his or her payment of a refund to the consumer. It stated in pertinent part: “When an amount represented by a person to a customer as constituting reimbursement for taxes due under this part is computed upon an amount that is not taxable or is in excess of the taxable amount and is actually paid by the customer to the person, the amount so paid shall be returned by the person to the customer upon notification by the Board of Equalization or by the customer that such excess has been ascertained. In the event of his failure or refusal to do so, the amount so paid, if knowingly computed by the person upon an amount that is not taxable or is in excess of the taxable amount, shall constitute an obligation due from him to this State. Such obligation may be determined and collected by the board in accordance with Chapters 5 and 6 of this part. The amount so collected shall be refunded by the board to the [taxpayer] . . . only upon submission of proof to the satisfaction of the board, or in the event the board denies his claim for refund, to the satisfaction of the superior court, that such amount has been returned or will be returned to the customer.” (Former § 6054.5, added by Stats. 1961, ch. 872, § 1, p. 2289, italics added.) c. Decorative Carpets We commented upon the customer’s equitable interest in a refund of excess reimbursement amounts in Decorative Carpets, Inc. v. State Board of Equalization (1962) 58 Cal.2d 252 [23 Cal.Rptr. 589, 373 P.2d 637] (Decorative Carpets), in which we also discussed former section 6054.5, enacted during the pendency of litigation in that case. In Decorative Carpets, the taxpayer was a retail seller and also an installer of carpets. It mistakenly believed it was liable for tax on the total amount it charged the customer for the installed carpet. In fact, as an installer it was merely liable for sales tax on the installed-carpet transaction based on the amount it had paid the wholesaler for the carpet. “Because of its misunderstanding as to the proper method of computing the tax, plaintiff collected from its customers and paid to [the Board] $4,337.45 more than it should have collected and paid.” (Id. at p. 254.) The taxpayer filed a claim for refund from the Board of the excess it had collected and paid, but it sought the refund for itself and did not intend to make any refund to its customers. The Board responded that the taxpayer would be unjustly enriched if it could gain a refund of the excess it had paid without making a corresponding refund to customers to whom it had charged the full, excessive reimbursement amount. We commented that even without reference to former section 6054.5, an erroneously computed and collected sales tax reimbursement amount is in some sense held in constructive trust, either by the retailer or, if the sum has been remitted to the state, by the state. (Decorative Carpets, supra, 58 Cal.2d at pp. 254—255.) We said that if the Board were treated as legally holding the excess tax payment in constructive trust for consumers, the ordinary result would be that the Board would be obliged to restore the amount in excess of the installer’s correct tax liability to the taxpayer’s customers. We explained, however, that such a direct remedy for consumers would be inappropriate, given the procedures established in the tax code. As we said: “[The Board’s] liability to refund taxes erroneously collected, however, is governed by statute [citation] and the orderly administration of the tax laws requires adherence to the statutory procedures and precludes imposing on [the Board] the burden of making refunds to the taxpayer’s customers.” (Id. at p. 255, italics added.) At the same time, we said, the Board bears some responsibility to consumers when excess sales tax has been remitted to it, given its “vital interest in the integrity of the sales tax.” (Decorative Carpets, supra, 58 Cal.2d at p. 255.) Moreover, “[t]o allow plaintiff [taxpayer] a refund without requiring it to repay its customers the amounts erroneously collected from them would sanction a misuse of the sales tax by a retailer for his private gain.” (Ibid.) The Decorative Carpets case fell outside the new statutory provision regarding conditional refunds, not only because the enactment was adopted during the litigation but also because the claim involved a mistaken, not a knowing excess charge. We pointed out, however, that “the Legislature has never provided that customers are not entitled to recover from retailers amounts erroneously charged to cover sales taxes” (Decorative Carpets, supra, 58 Cal.2d at p. 256, italics added) and that it was, prior to enactment of the statute, and remained, subsequent to its enactment, “left to the courts to adopt appropriate remedies when excessive reimbursements have been collected by mistake and paid to the state.” (Ibid.) We concluded that it would be best to model our remedy on that provided specifically in former section 6054.5—a refund to the taxpayer conditioned on proof satisfactory to the court that the taxpayer would refund the excess reimbursement to consumers. (Decorative Carpets, supra, at p. 255.) In sum, our decision acknowledged that courts must recognize that “the orderly administration of the tax laws” requires that consumer remedies be consonant with procedures set out in the tax code. (Decorative Carpets, supra, 58 Cal.2d at p. 255.) At the same time, our decision found that consumers had some undefined equitable interest in a refund of excess reimbursement charges, and that the Board bore some responsibility to consumers when excessive sales tax amounts have been remitted to it, given its “vital interest in the integrity of the sales tax,” and the risk that an unconditional refund to the taxpayer/retailer could permit unjust enrichment for the retailer. (Ibid.) d. 1968 amendment to former section 6054.5 In 1968, the Legislature amended former section 6054.5 to remedy the omission we had identified in Decorative Carpets and to provide for situations in which the taxpayer mistakenly, as opposed to knowingly, charged excess reimbursement. The amended statute provided that if the retailer charged reimbursement that mistakenly exceeded his or her own proper tax liability on the sale, the retailer could refund the amount to the consumer, but if not, the full amount collected had to be remitted to the state, which in turn could condition refunds to taxpayers on proof that the amount that exceeded tax liability would be refunded to customers. Thus the first two sentences of the statute were retained but separated and designated as subdivision (a), and two new subdivisions were added: “(b) When transactions occur during any period for which a return is required to be filed and the total of the amounts represented by a person to his customers as constituting reimbursement for taxes due under this part with respect to those transactions exceed the taxes due from the person measured by his gross receipts during that period, the excess, if paid by and not returned to the customers, shall constitute an obligation due from the person to this state. The provisions of this subdivision shall apply when the amounts are mistakenly and not knowingly computed upon amounts that are not taxable or are in excess of the taxable amounts. [][] (c) The obligations specified in subdivisions (a) and (b) may be determined and collected by the board in accordance with Chapters 5 and 6 of this part. The amount so collected shall be refunded by the board to the person in accordance with Chapter 7 of this part, only upon submission of proof to the satisfaction of the board, or in the event the board denies his claim for refund, to the satisfaction of the superior court, that such amount has been returned or will be returned to his customers.” (Former § 6054.5, as amended by Stats. 1968, ch. 501, § 1, pp. 1143-1144.) e. Javor The 1968 amendment of former section 6054.5 was followed by our decision in Javor, supra, 12 Cal.3d 790. In that case, Congress had repealed a federal excise tax imposed on manufacturers for the sale of new vehicles and accessories. The repeal was retroactive and federal law required manufacturers who obtained the benefit of the repeal to make refunds to purchasers. Although purchasers received those refunds, they also had been charged excess state sales tax reimbursement amounts. This was because the retailers who had sold them the vehicles had themselves paid state sales tax on a base price that included—now inappropriately—the federal excise tax, and had collected reimbursement from consumers in an amount that included that inappropriate amount. The Board adopted, a rule reducing the amount of the retailer’s taxable gross receipts to reflect the refund of the federal excise tax to consumers and providing that accordingly, the excess in “the sales tax will be refunded [by the Board] to the retailer provided [the retailer] also repays to the consumer the amount collected from [the consumer] as sales tax reimbursement.” (Javor, supra, 12 Cal.3d at p. 794.) Plaintiff, a purchaser of a new vehicle, sought to bring a class action against the Board and automobile retailers, alleging claims for money due and an accounting. The plaintiff/consumer alleged that he had no remedy under the tax code. He pointed out that there was no statutory requirement that taxpayer/retailers seek a refund from the Board, nor was there a financial incentive for them to do so because the Board would simply require them to refund the excess to customers. He urged that a class should be certified to avoid requiring each member of the class to require each individual retailer to seek a refund from the Board. (Javor, supra, 12 Cal.3d at pp. 795, 797.) The plaintiff urged that under these unique circumstances, the court should fashion a remedy. We turned to the general principle stated in Decorative Carpets that under ordinary constructive trust principles, the Board would hold mistakenly computed tax payments in constructive trust. (Javor, supra, 12 Cal.3d at p. 798.) As in our earlier decision we observed, however, that notwithstanding ordinary principles governing constructive trusts, the Board’s liability is governed by the tax code and that “ ‘the orderly administration of the tax laws requires adherence to the statutory procedures and precludes imposing on [the Board] the burden of making refunds to the taxpayer’s customers.’ ” (Id. at p. 798, italics added.) Still, we reiterated that “ ‘the Legislature has never provided that customers are not entitled to recover from retailers amounts erroneously charged to cover sales taxes.’ ” (Id. at p. 799, italics added.) When we decided Javor, supra, 12 Cal.3d 790, the 1968 amendment to former section 6054.5 already authorized the Board to condition a refund for tax for which a mistaken reimbursement charge had been collected on proof that a refund had or would be made to consumers, but it did not prescribe a remedy when the retailer had paid the excess to the Board and had not sought a refund. (Javor, supra, at p. 800.) As there was no direct statutory provision for consumer refunds when taxpayers failed to seek a refund, we said that “we find ourselves in the same position as the court in Decorative Carpets and must fashion an appropriate remedy to effect the customers’ right to their refund which is consonant with existing statutory procedures.” (Ibid., italics added.) We agreed with the Board that it would not be consonant with the tax code or Decorative Carpets to fashion a remedy that would give consumers a cause of action against the Board for the excess amounts the retailer had paid in taxes. (Javor, supra, 12 Cal.3d at p. 800.) Nonetheless, we said, “in respect to the customer’s right to be reimbursed by the retailer, the Board is not a neutral or disinterested party for two reasons: First it has a vital interest in the integrity of the sales tax and therefore a responsibility to customers who are entitled to a refund; and, second, it holds the excessive monies collected by the retailers who paid them to the Board and it is not entitled to them. Section 6054.5 and Decorative Carpets make it clear that both the Legislature and the courts have placed a duty upon the Board to see that the customer eventually obtains any refund [the Board] made to the retailer. Although . . . this duty may stop short of compelling the Board to repay the customers directly, nevertheless the Board cannot use the refund procedure to abdicate its responsibility to the customer, particularly where the Board stands to unjustly profit under such circumstances.” (Javor, supra, at p. 800.) Of significance to the present case, we also recognized that under existing procedures, “the retailer is the only one who can obtain a refund from the Board,” but observed that because the retailer cannot retain the excess tax amount for itself, but must undertake some procedure to make refunds to customers, it may have no particular interest in pursuing a tax refund. (Javor, supra, 12 Cal.3d at p. 801.) Similarly, the Board may lack incentive to examine returns on its own initiative to determine whether retailers have remitted excess taxes to it—that is, whether taxes have been overpaid. (Ibid.) We observed that the Board “is very likely to become enriched at the expense of the customer to whom the amount of the excessive tax actually belongs.” (Id. at p. 802.) We pointed out that the Board had issued instructions to r