Atlas Storage Co. v. United States

306 F. Supp. 570, 24 A.F.T.R.2d (RIA) 5807, 1969 U.S. Dist. LEXIS 12903
CourtDistrict Court, S.D. West Virginia
DecidedOctober 13, 1969
DocketCiv. A. Nos. 2649-2658, 2697-2704
StatusPublished
Cited by7 cases

This text of 306 F. Supp. 570 (Atlas Storage Co. v. United States) is published on Counsel Stack Legal Research, covering District Court, S.D. West Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Atlas Storage Co. v. United States, 306 F. Supp. 570, 24 A.F.T.R.2d (RIA) 5807, 1969 U.S. Dist. LEXIS 12903 (S.D.W. Va. 1969).

Opinion

MEMORANDUM OPINION

FIELD, Chief Judge.

In these eighteen related actions, which were consolidated for trial and disposition, the plaintiff corporations seek the refund of income taxes and interest for the years 1956, 1957 and 1958 in the aggregate amount of $300,869.69.

The questions presented for disposition are as follows:

1. Whether, acting under the provisions of Section 269 of the Internal Revenue Code of 1954, the Commissioner of Internal Revenue properly disallowed surtax exemptions for the several taxpayer corporations with the exception of one corporation in each geographical area in which their operations were conducted upon the ground that the corporations were acquired for the principal purpose of evading or avoiding federal income taxes by securing benefit of deductions, credits or other allowances to which they would not otherwise have been entitled.

2. Whether the Commissioner of Internal Revenue properly reallocated the expenses of the several corporations pursuant to the provisions of Section 482 of the Internal Revenue Code of 1954.

3. Whether the adjustments made by the Commissioner in the deductions for depreciation were correct.

4. Whether or not certain expenditures for wiring and warehouse fixtures were deductible business expenses under Section 162 of the Internal Revenue Code of 1954 or capital expenditures which did not qualify for a deduction as provided in Section 263 of the Internal Revenue Code of 1954, but which should properly be the subject of a deduction for depreciation under the provisions of Section 167 of the Internal Revenue Code of 1954.

The eighteen plaintiff corporations constitute three geographical groups located in Charleston and Clarksburg in the State of West Virginia and in Columbus, Ohio. All eighteen corporations are engaged in the storage and warehouse business, were incorporated separately, and during the years here in question filed separate federal income tax returns.

The Charleston group consisted of the following corporations: Fidelity Storage Company incorporated in 1945, Merchants Storage Company incorporated in 1947, Atlas Storage Company incorporated in 1948, Inland Storage Company incorporated in 1950, Eureka Storage Company incorporated in 1952 and Rex Storage Company incorporated in 1955.

The Clarksburg group consisted of General Storage Company incorporated in 1946, Clarksburg Terminal, Inc. in[573]*573corporated in 1952, Clarksburg Storage Company incorporated in 1953 and Owens Storage Company incorporated in 1954.

The Columbus group consisted of Chesapeake Storage Company and Ohio Storage Company incorporated in 1955, Cando Corporation and Odnax Corporation incorporated in 1956, Chesapeake Terminal, Inc., Chester Corporation, Cory Corporation and Ryeo Corporation, all incorporated in 1957.

The capital stock of Fidelity Storage Company was originally owned by two brothers-in-law of William J. Maier, Jr., each of whom owned 10% thereof, and the remaining stock was owned by Mr. and Mrs. William J. Maier, Jr., with 12% and the Big Two Mile Gas Company, which owned the remaining 68%. It should be observed that Mr. and Mrs. Maier owned, either directly or indirectly, all of the capital stock of Big Two Mile Gas Company as well as Ajax Pipeline Company and, in turn, Big Two Mile owned all of the capital stock of the Shale Gas Company. The capital stock of the remaining seventeen taxpayer corporations was owned entirely by either Mr. and Mrs. Maier, one of the three foregoing gas companies, or one of the taxpayer corporations.

The capital structure of the corporations in the Columbus group provided for Class A and Class B capital stock at the time of incorporation. The capital stock of each corporation was $10,000, $3,000 thereof being Class A stock and $7,000 being Class B stock. The Class A stock alone was entitled to vote, but both classes of stock were to participate in all dividends either of earnings or liquidation with two exceptions, first, that dividends might be declared on Class A stock for the purpose of paying inheritance taxes of the holder of that stock without dividends being paid on the Class B stock, and second, dividends might be paid at any time on Class B stock without any dividends being paid at such time on the Class A stock. In the year 1958 the charters of all of the West Virginia corporations, except General Storage Company, were amended to reclassify the capital stock with 30% designated as Class A and 70% designated as Class B with provisions and exceptions relative to dividends identical to those of the Ohio corporations. All of the Class B stock in the West Virginia corporations was issued in the name of a scholarship foundation set up by Mr. and Mrs. Maier.

The federal income tax returns of the taxpayers for the years 1956, 1957 and 1958 were timely filed. Subsequently the Commissioner of Internal Revenue assessed additional income taxes together with statutory interest which amounts were paid by each of the corporations. The taxpayers timely filed refund claims for these years, which claims were disallowed by the Commissioner and thereafter the present actions were instituted.

Surtax Exemption Issue

The most important question in this litigation involves the action of the Commissioner in disallowing the surtax exemptions for the several taxpayer corporations pursuant to the provisions of Section 269 of the 1954 Code. As heretofore pointed out, the Commissioner permitted the exemption to stand for only one corporation in each of the geographical areas.

Section 11 of the 1954 Code imposed a tax on the taxable income of every corporation at a rate of 30% and an additional surtax of 22% on taxable income in excess of $25,000. The effect of this Code provision, of course, was to grant a surtax exemption for the first $25,000 of taxable corporate income. It was readily apparent that multiple corporations might be used in an attempt to minimize the tax liability of a single integrated business enterprise, and as one of the protections against such a manipulation, the Congress enacted Section 269 of the 1954 Code. This Section is entitled “Acquisitions made to evade or avoid income tax” and provided in pertinent part as follows:

“(a) In general.- — -If—
(1) any person or persons acquire, or acquired on or after October 8, [574]*5741940, directly or indirectly, control of a corporation, * * *
(2) * * * and the principal purpose for which such acquisition was made is evasion or avoidance of Federal income tax by securing the benefit of a deduction, credit, or other allowance which such person or corporation would not otherwise enjoy, then the Secretary or his delegate may disallow such deduction, credit, or other allowance. * * * (2), control means the ownership of stock possessing at least 50 percent of the total combined voting power of all classes of stock entitled to vote or at least 50 percent of the total value of shares of all classes of stock of the corporation.”

Section 269 is the successor to Section 129 of the Internal Revenue Code of 1939, and has remained essentially unchanged since its original enactment.

The requisite statutory control of the corporate taxpayers is not disputed in this litigation and it is now well settled that a newly organized corporation is an “acquired” corporation within the meaning of Section 269. See James Realty Co. v.

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Bluebook (online)
306 F. Supp. 570, 24 A.F.T.R.2d (RIA) 5807, 1969 U.S. Dist. LEXIS 12903, Counsel Stack Legal Research, https://law.counselstack.com/opinion/atlas-storage-co-v-united-states-wvsd-1969.