Socony-Vacuum Oil Co. v. Sheehan, 294.
Decision Date | 01 July 1943 |
Docket Number | No. 294.,294. |
Citation | 50 F. Supp. 1010 |
Parties | SOCONY-VACUUM OIL CO., Inc., v. SHEEHAN, Collector of Internal Revenue, et al. |
Court | U.S. District Court — Eastern District of Missouri |
Cobbs, Logan Roos & Armstrong, of St. Louis, Mo., for plaintiff.
Harry C. Blanton, U. S. Atty., and Russell Vandivort, Asst. U. S. Atty., both of St. Louis, Mo., for defendant.
This cause having come on for final hearing on the 17th and 18th days of June, 1942, all parties being duly represented, all evidence having been introduced, and all briefs for plaintiff and defendants having been submitted to the Court, the Court, being duly advised, doth make and enter herein the following findings of fact and conclusions of law:
Findings of Fact
1. Plaintiff is and was, at all times mentioned in the petition, a corporation organized and existing under the laws of the State of New York, and was at all such times, and still is, duly qualified to do business in the State of Missouri.
2. At the time of filing the petition herein, and for many years prior thereto, the original defendant, Thomas J. Sheehan, was the duly appointed, qualified and acting Collector of Internal Revenue for the First Missouri District. After the death of Thomas J. Sheehan, the executors and administrator c. t. a. of his estate were substituted as parties defendant herein.
3. Prior to December 31, 1934, and on that date, plaintiff was the owner of all of the capital stock of Lubrite Oil Corporation, an Indiana corporation, of Lubrite Refining Corporation, a Delaware corporation, and of White Star Oil Company, Inc., a Delaware corporation.
4. Said wholly owned subsidiary corporations were solvent corporations and were duly engaged in the business of marketing "Mobilgas", "Mobiloil" and other registered products of plaintiff, and were known and advertised as Socony-Vacuum companies.
5. Prior to December 31, 1934, plaintiff, by a resolution, duly consented to the dissolution of each of its said subsidiaries, and each of said subsidiaries took all legal steps necessary for its voluntary dissolution. By resolutions duly adopted, each of said subsidiaries directed that it be voluntarily dissolved and that its assets be transferred in liquidation and in consequence of dissolution to plaintiff as the owner of all of its capital stock. Each of said subsidiaries, by resolution, also directed its proper officers to take any and all steps and to execute any and all certificates, statements, affidavits, deeds, conveyances, easements and other instruments which might be deemed necessary to consummate its dissolution and to properly transfer all of its assets to plaintiff as its only stockholder.
6. Plaintiff acquired the assets of each subsidiary and undertook the satisfaction of each subsidiary's liabilities. The aggregate amount of cash received by plaintiff from the three subsidiaries was $259,160.31, exceeding the aggregate amount of accounts payable which was $254,535.48. The aggregate amount of current assets received by plaintiff from the three subsidiaries was $1,793,031.41, exceeding the aggregate amount of all liabilities which was $367,311.27.
7. Pursuant to said resolutions, the corporate charters of the respective subsidiaries were surrendered on the following dates: Lubrite Refining Corporation on October 20, 1938; Lubrite Oil Corporation on January 8, 1937; White Star Oil Company on March 21, 1938.
8. On December 31, 1934, in accordance with said resolutions, the officers of each of said subsidiaries duly executed and delivered to plaintiff a general transfer of all of its real estate, leaseholds, personal property, assets and rights in liquidation and in consequence and consideration of its dissolution. Among said assets of each of said subsidiaries, there were a number of pieces of real estate, and, in order to transfer the legal title to said real estate of record, the officers of said subsidiaries executed and delivered to plaintiff separate deeds conveying the real estate owned by each subsidiary in each county or city, and plaintiff recorded said deeds in order to have the legal title to said real estate...
To continue reading
Request your trial-
Cleary v. Chalk
...607-608, 65 S.Ct. 829, 89 L.Ed. 1206 (1945); Kimberly Coal Co. v. Douglas, 45 F.2d 25, 27 (6th Cir. 1930); Socony-Vacuum Oil Co. v. Sheehan, 50 F. Supp. 1010, 1012 (E.D.Mo.1943), appeal dismissed, 144 F.2d 252 (8th Cir. 1944). 53 Compare Colorado Interstate Gas Co. v. FPC, supra note 52, 32......
-
926 N. Ardmore Ave., LLC v. Cnty. of L. A.
...did not result in the transfer of beneficial ownership, however, the federal authorities were less clear. In Socony-Vacuum Oil Co. v. Sheehan (E.D.Mo. 1943) 50 F.Supp. 1010, R.H. Macy & Co. v. U.S. (S.D.N.Y. 1952) 107 F.Supp. 883, and Greyhound Corp. v. U.S. (7th Cir. 1954) 208 F.2d 858, th......
-
Appeal of Lorden
...(S.D.N.Y.1952) (same); Tide Water Associated Oil Co. v. Jones, 57 F.Supp. 482, 483 (W.D.Okla.1944) (same); Socony-Vacuum Oil Co. v. Sheehan, 50 F.Supp. 1010, 1012 (E.D.Mo.1943) (same); Florida Dept. of Revenue v. De Maria, 338 So.2d 838, 840 (Fla.1976) (construing statute governing State do......
-
State ex rel. Palmer-Florida Corp. v. Green
...transfer the general title but was for the purpose of transferring the legal title on the public record. Socony-Vacuum Oil Company v. Sheehan, D.C.E.D.Mo.1943, 50 F.Supp. 1010, 1012; Culbereath v. Reid, Fla., 65 So.2d 556; and De Vore v. Gay, Fla., 39 So.2d 796, are relied on to support thi......
-
Feds to the Rescue: 2019 California Transfer Tax Update
...factor is the substance of the transaction, rather than the form by which it is accomplished.69. 80 F.2d 145 (1st Cir. 1935).70. 50 F. Supp. 1010 (E.D. MO. 1943).71. 53 F. Supp. 796, 801 (S.D.N.Y. 1944). The Niagara court expressly disclaimed any holding that the conveyance of real property......
-
Feds to the Rescue: 2019 California Transfer Tax Update
...factor is the substance of the transaction, rather than the form by which it is accomplished.69. 80 F.2d 145 (1st Cir. 1935).70. 50 F. Supp. 1010 (E.D. MO. 1943).71. 53 F. Supp. 796, 801 (S.D.N.Y. 1944). The Niagara court expressly disclaimed any holding that the conveyance of real property......