Century Geophysical Corp., a Corporation, and v. California Board of Equalization, And

I respectfully dissent. In order to fully set forth the basis of my dissent, it is necessary to further detail the factual background of this case.

Century is an Oklahoma corporation, which had a wholly-owned California subsidiary named Century Automation, Inc. (Automation). In July, 1970, all the assets of Automation were sold to C. A. Systems, Inc. (Systems), a California corporation. The purchase price was to be paid in installments, but Systems defaulted almost immediately due to disputes over the terms of the agreement. This sales agreement provided that:

“15. ... If Century Automation,…