Nye v. Commissioner
United States Tax Court
In 1961, two partners organized a corporation to take over their partnership business. On Oct. 31, 1961, they paid cash for all the stock of the corporation. On Nov. 1, 1961, they transferred all the partnership assets (except cash and accounts receivable) to the corporation in exchange for a 10-year promissory note. Held, the stock purchase and asset transfer were parts of a single transaction to which sec. 351(a), I.R.C. 1954, applies.
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In 1961, two partners organized a corporation to take over their partnership business. On Oct. 31, 1961, they paid cash for all the stock of the corporation. On Nov. 1, 1961, they transferred all the partnership assets (except cash and accounts receivable) to the corporation in exchange for a 10-year promissory note. Held, the stock purchase and asset transfer were parts of a single transaction to which sec. 351(a), I.R.C. 1954, applies. Held, further, the 10-year promissory note constituted a bona fide indebtedness of the corporation and was a security within the meaning of sec. 351(a),…
1Opinion of the Court
Featherston, Judge:
Respondent determined deficiencies in income taxes of the petitioners as follows:
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All issues presented for decision2 arise from the creation of a corporation, Delta Sheet Metal & Air Conditioning, Inc. (sometimes referred to herein as corporation), and the transfer thereto of assets of a partnership composed of petitioners, Dale Thornton and George Nye. The issues to be decided are as follows:(1) Whether the transaction whereby the partnership assets were transferred to the corporation falls within the provisions of Code section 351.3 Our…
2Cases cited45 opinions
- Commissioner v. Court Holding Co.Supreme Court of the United States · 1945
- Guth v. Loft, Inc.Supreme Court of Delaware · 1939
- Pinellas Ice & Cold Storage Co. v. CommissionerSupreme Court of the United States · 1933
- Gooding Amusement Co. v. CommissionerUnited States Tax Court · 1954
- Helvering v. Cement Investors, Inc.Supreme Court of the United States · 1942
40 more not listed; retrieve them via the Exa API.
3Cited by31 opinions
- Fed. Sec. L. Rep. P 95,494 Great Western Bank & Trust v. Sol KotzCourt of Appeals for the Ninth Circuit · 1976
- Santa Anita Consol., Inc. v. CommissionerUnited States Tax Court · 1968
- Yamamoto v. CommissionerUnited States Tax Court · 1980
- Vest v. CommissionerUnited States Tax Court · 1971
- Plantation Patterns, Inc. v. CommissionerUnited States Tax Court · 1970
26 more not listed; retrieve them via the Exa API.