Thermatool Corp. v. Department of Revenue Services

A corporation, it has been said, has no body to kick and no soul to damn. Thermatool Corporation, the plaintiff in this tax appeal, may have no body to kick, but it has changed its corporate form enough to raise a difficult legal problem. After first merging with another corporation, it was later spun-out and reincorporated under its premerger name. The question presented in this case is whether it can take advantage of a net operating loss incurred by its premerger predecessor. After an examination of all of the relevant circumstances, I conclude that it may properly do so.

The parties in…