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Specifically, Judge Buchwald said, AMTAX had argued that a federal issue is raised because its claims require the interpretation of Section 42(i)(7) and other related Internal Revenue Code provisions. For one, the partnership said its breach of fiduciary duty claim stems from the firm's calculation of the purchase price in a manner that it said was "inconsistent" with federal tax law. On top of that, AMTAX said its professional negligence claim is related to the same calculation, according to the opinion.

However, the judge said it's clear that the purchase price was in fact calculated based on language contained in the right of refusal agreement, not based on the law.

"Thus, AMTAX's argument that its claims rest on the interpretation of Section 42(i)(7), rather than the ROR agreement, is too tenuous to support federal jurisdiction," Judge Buchwald said.

And that means AMTAX hasn't satisfied the first prong of the Grable test: whether a state law claim necessarily raises a question of law, according to the opinion.

Judge Buchwald said her analysis under Grable could end there, but she opted to also examine whether the federal law issue is disputed by the parties. That's the one factor that AMTAX does satisfy, she added.

"The court does not doubt that the parties dispute the meaning of Section 42(i)(7) and whether CohnReznick acted in accordance with the statute," the judge said. "Regardless, the other three Grable requirements have not been satisfied."

For those reasons, the case must be dismissed, Judge Buchwald said. However, she noted that the case is dismissed without prejudice because finding a case lacks federal subject matter jurisdiction means the court also lacks the power to dismiss a case with prejudice.

According to AMTAX's suit, it relied on CohnReznick to calculate the minimum price in anticipation of selling the units. The firm had worked as AMTAX's tax preparers and auditors since the housing project's beginnings in 2003, AMTAX said.

In 2017, 2018 and 2019, the firm estimated that the sale would trigger millions of dollars in tax liability, based on the partnership's negative capital account balance and projected corresponding gain realized at sale, AMTAX said. But then CohnReznick created a separate calculation in 2020 for the general partner, according to the complaint. That calculation factored out the taxes by ignoring the negative account balance, AMTAX asserted.

The Boston nonprofit used the new calculation to claim it could purchase the scattered housing units for $17.1 million, AMTAX claimed. When the partnership refused to sell the property, saying the price excluded the money the partnership would need to settle taxes due at sale, the nonprofit sued them in state court for refusing to sell, AMTAX said.