Signal Oil & Gas Co. v. United States

This is an appeal from a judgment against appellant Signal Oil and Gas Company, a Delaware corporation, transferee, after two intervening transfers, of all the assets of Signal Gasoline Company, a California corporation, hereafter called Company A, for appellant’s transferee liability (1) for a deficiency in Company A’s income taxes for the calendar year 1923 and (2) for such a deficiency for a portion of the year 1924, and (3) against appellant, a second transferee, of all the assets of Signal Gasoline Corporation, a California corporation, hereafter called Company B, for a deficiency in the income taxes of the latter corporation for a portion of the calendar year 1924. The United States brought a suit for the two deficiencies in the taxes of Company A and another for the deficiency of Company B. The two «suits were consolidated and the single judgment ensued.

The first suit is based upon two different claimed returns and assessments and two separate proceedings before the Board of Tax Appeals, presenting differing facts regarding each. We consider separately the two claimed tax liabilities of the first suit and that of the second. It is a common factor in all three tax…

(dissenting in part).

On May 1, 1924, Signal Gasoline Company, a Galifornia corporation, hereafter called Company A, transferred all its assets to Signal Gasoline Corporation, a California corporation, hereafter called Company B. On September 11, 1924, Company A was dissolved.

Prior to December 1, 1928, all stock of Company B was acquired by appellant, Signal Oil & Gas Company, a Delaware corporation, which at all times thereafter was Company B’s sole stockholder. On December 12, 1928, Company B was dissolved by a judgment of the Superior Court of Los Angeles County, California. 1 No other persons having been appointed, 2 Company B’s directors thereupon became trustees of appellant (Company B’s sole stockholder), with “full powers to settle the affairs of the corporation, collect and pay outstanding debts, sell the assets thereof * * * and distribute the proceeds of such sales and all other assets to [appellant].” 3 Appellant’s trustees executed a formal transfer of Company B’s assets to appellant on December 14, 1928. Actually, however, since appellant was Company B’s sole stockholder, title to Company B’s assets vested in appellant upon Company B’s dissolution.

On October…