Lloyd F. Noonan v. Commissioner of Internal Revenue, Santa Fe Homes, Inc., Cross-Appellee v. Commissioner of Internal Revenue, Cross-Appellant

The taxpayers challenge a decision of the Tax Court, reported at 52 T.C. 907 (1969). The Commissioner has taken a cross-appeal “solely to protect the Government’s right to collect additional taxes from the corporation should this Court reverse the Tax Court’s decisions -» * *»

Four corporations were limited partners in a partnership of which Lloyd Noonan and Wilfred Winkenbaeh were general partners. Noonan was the sole shareholder in two of the corporations and Winkenbaeh owned all of the shares of the other two. The Tax Court concluded that the partnership income attributed to the four corporations was properly taxable to the individual taxpayers. This conclusion rested upon the determination that the corporations served no real business purpose, earned no income, and, for federal income tax purposes, should be disregarded.

Our court has held that the critical issue in a case such as this is a factual issue. Shaw Construction Company v. C. I. R„ 323 F.2d 316 (9th Cir. 1963).

323 F.2d at 321 .

In the case at hand, there was evidence that the four corporations paid no dividends, had no employees, maintained no telephones, telephone listings, or separate business addresses, and…