Legal Opinion

VGS Corp. v. Commissioner

United States Tax Court

Decided July 25, 1977No. Docket Nos. 6896-74, 6897-74, 9916-74PublishedCited by 63 opinions

The predecessor of VGS, New Southland, acquired all the stock of a corporation and certain assets of a partnership which operated together as a going concern. Subsequently, New Southland merged with Vermont Gas Systems, Inc., wherein Vermont survived and the name was changed to VGS. VGS claimed deductions for depreciation based on allocation of a substantial portion of the purchase price to depreciable assets.

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The predecessor of VGS, New Southland, acquired all the stock of a corporation and certain assets of a partnership which operated together as a going concern. Subsequently, New Southland merged with Vermont Gas Systems, Inc., wherein Vermont survived and the name was changed to VGS. VGS claimed deductions for depreciation based on allocation of a substantial portion of the purchase price to depreciable assets. Held, no goodwill was acquired as a part of the acquisition of the stock of the corporation and partnership assets. Held, further, going-concern value was acquired in that acquisition…

1Opinion of the Court

Goffe, Judge:

The Commissioner determined deficiencies in petitioner’s Federal income tax as follows:

Taxable Docket No. year ended Deficiency

6897-74. 7/31/66 $120,128.27

7/31/67 122,451.54

12/31/67 46,129.76

6896-74. 12/31/68 525,344.12

9916-74. 12/31/69 177,479.59

12/31/70 138,605.49

12/31/71 280,445.89

Upon joint motion of the parties, these cases were consolidated for trial, briefing, and opinion. Concessions having been made, only the following issues remain for our consideration:(1) Whether any part of the lump-sum purchase price paid by petitioner’s predecessor in acquisition of all the capital…

2Cases cited23 opinions

  1. Gregory v. HelveringSupreme Court of the United States · 1935
  2. Los Angeles Gas & Electric Corp. v. Railroad CommissionSupreme Court of the United States · 1933
  3. Jack Daniel Distillery, Lem Motlow, Prop., Inc. v. The United StatesUnited States Court of Claims · 1967
  4. Tracy v. Commissioner of Internal RevenueCourt of Appeals for the Sixth Circuit · 1931
  5. American Pipe & Steel Corporation v. Commissioner of Internal RevenueCourt of Appeals for the Ninth Circuit · 1957

18 more not listed; retrieve them via the Exa API.

3Cited by63 opinions

  1. IT&S of Iowa, Inc. v. CommissionerUnited States Tax Court · 1991
  2. Citizens & Southern Corp. v. CommissionerUnited States Tax Court · 1988
  3. In Re Washington Mutual, Inc.United States Bankruptcy Court, D. Delaware · 2011
  4. Banc One Corp. v. CommissionerUnited States Tax Court · 1985
  5. Dittler Bros., Inc. v. CommissionerUnited States Tax Court · 1979

58 more not listed; retrieve them via the Exa API.

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