OAKES, Circuit Judge:
It has been said that “reorganizations under Chapter X . involve some of the law’s most difficult problems of analysis, adjustment of rights, and litigation.”1 The present consolidated appeal is no exception. Here the State of New York appeals from two orders of the United States District Court for the Western District of New York sitting as a bankruptcy court in Chap[151]*151ter X reorganization proceedings involving Stirling Homex Corp., the consolidated debtor (hereinafter Stirling Homex). The first of these orders denied the State’s application to reopen and reargue a previous order which, although it found the debtor to be insolvent, continued Chapter X proceedings and directed the trustee to submit a plan of orderly liquidation.2 The State also appeals from a second order, which, inter alia, denied priority to the State’s claim for sales and use taxes. Although Section 64 of the Bankruptcy Act, granting priority to state tax claims, is inapplicable to Chapter X proceedings by virtue of Section 102 of the Act, the State argues that its claim should receive priority in the course of liquidation under Chapter X. We affirm the first order and therefore permit the debtor to liquidate in Chapter X rather than require it to proceed in ordinary bankruptcy. We affirm in part the second order insofar as it grants the State’s claim and requires it to pay interest on a franchise tax refund due the debtor; but we reverse by directing that the State’s claim for sales and use taxes be granted a priority as a matter of equity, and we reverse so much of the second order as overturns the bankruptcy judge’s findings as to the amount of the State’s claim.
1. THE ORDER DENYING THE STATE’S MOTION TO REOPEN AND REARGUE THE ORDER THAT FOUND THE DEBTOR TO BE INSOLVENT BUT DIRECTED THE CONTINUANCE OF CHAPTER X PROCEEDINGS AND THE SUBMISSION OF A PLAN OF ORDERLY LIQUIDATION
On June 13, 1977, the court found that Stirling Homex was insolvent and that the stockholders had no equity and hence were not entitled to share in the assets or to vote on the plan of reorganization. The court further directed that Stirling Homex, in active reorganization under Chapter X since July 12, 1972, “continue in reorganization under Chapter X to enable the trustee to prepare and submit a plan in the nature of an orderly liquidation of the remaining assets of the consolidated debtor.” No appeal was taken from the order of June 13, 1977. The State, which was not served with a copy of that order, upon discovery of it moved to reopen and reargue.3 The State contends that as a matter of law the Chapter X petition should be dismissed, pointing to the trustee’s statement (confirmed as a finding by the court) that the debtor was “hopelessly insolvent” and the further statement that it was “not feasible to formulate a Plan of Reorganization for the continued operation of the consolidated debtor, but that the Plan . . . should be the liquidation of the assets . and the distribution of the proceeds to the creditors.” While the jurisdictional basis of this appeal is somewhat complex, see note 2 supra, and could have been more fully briefed by the parties, we are satisfied that the question of law on the merits has been sufficiently raised that we may pass upon it.
The State relies on Fidelity Assurance Association v. Sims, 318 U.S. 608, 63 S.Ct. 807, 87 L.Ed. 1032 (1943), where the question was whether federal courts should retain jurisdiction of a newly filed Chapter X petition or dismiss it at the outset, and the Court held that the petition was not filed in good faith because liquidation, and not a [152]*152readjustment of the rights of creditors, was from the very outset the only anticipated outcome. But the present case is clearly distinguishable. Here concededly the petition was initially filed in good faith with reasonable prospects for reorganization, and no appeal was taken from the order permitting Chapter X proceedings to commence.
The State’s position that reorganization proceedings should be terminated if they culminate in a liquidation is not without support. In dictum, Fidelity Assurance Association suggests that the statute “does not contemplate a liquidation in a Chapter X proceeding but a liquidation in ordinary bankruptcy or a dismissal outright.” 318 U.S. at 621, 63 S.Ct. at 813. And decisions of the Tenth Circuit seem to stand for the proposition that absent a reorganization plan that will permit the corporation to continue in business, straight bankruptcy should prevail and the reorganization proceedings must be terminated. Claybrook Drilling Co. v. Divanco, Inc., 336 F.2d 697, 701 (10th Cir. 1964); In re Colorado Trust Deed Funds, Inc., 311 F.2d 288, 290 (10th Cir. 1962); see also In re Public Leasing Corp., 488 F.2d 1369, 1373-74 (10th Cir. 1973). But the rule in our circuit is plainly different. In the principal case, Patent Cereals v. Flynn, 149 F.2d 711 (2d Cir. 1945), the district court approved the sale of the debtor’s physical assets under Chapter X, but when confronted with a reorganization plan to sell the remaining assets the court dismissed the Chapter X proceeding for lack of jurisdiction and directed that ordinary bankruptcy proceedings be pursued. The court of appeals, per Augustus N. Hand, J., reversed, rejecting the view that a sale of the debtor’s property must be treated as a liquidation in bankruptcy. Even if such a sale precedes the reorganization plan, dismissal is not required. “Where the petition for reorganization has been filed in good faith” and “the plan finally proposed is fair and equitable it ought not to be necessary to dismiss the proceeding and proceed with straight bankruptcy.” 149 F.2d at 712. See In re Sire Plan, Inc., 332 F.2d 497, 499 (2d Cir.), cert. denied, 379 U.S. 909, 85 S.Ct. 206, 13 L.Ed.2d 181 (1964); In re Pure Penn Petroleum Co., 188 F.2d 851, 854 (2d Cir. 1951) (dictum); Country Life Apartments, Inc. v. Buckley, 145 F.2d 935, 938 (2d Cir. 1944); In re Central Funding Corp., 75 F.2d 256, 259 (2d Cir. 1935); 6 Collier on Bankruptcy 10.11, at 117 & n.2, H 3.27[2], at 630 & n.18, 16.09, at 1072 & n.31 (14th ed. 1978); 6A id. 110.02, at 12-14 & n.28 (14th ed. 1977). See also In re Porto Rican American Tobacco Co., 112 F.2d 655, 657 (2d Cir. 1940) (per curiam).
Moreover, since in the present case the sale of the debtor’s assets will occur as part of an approved reorganization plan, and not, as in Patent Cereals, prior to the plan’s approval, an orderly liquidation under Chapter X is even easier to justify. Such a liquidation falls squarely within Section 216(10), which provides that a reorganization plan may include “the sale of all or any part of [the debtor’s] property ... at not less than a fair upset price and the distribution of all or any assets, or the proceeds derived from the sale thereof, among those having an interest therein.” See Country Life Apartments, supra, 145 F.2d at 938. The above cited authorities also make it plain that in our circuit Fidelity Assurance Association does not go beyond requiring dismissal of a Chapter X petition if it is not filed in good faith. “Here when the petition was filed it did not appear that the debtor had no chance for reorganization or that reorganization would not be a reasonable method of serving the best interests of creditors and stockholders.” Country Life Apartments, supra, 145 F.2d at 938.
Of course, the Second Circuit rule is of value to creditors because (among other reasons) the upset sales technique of Chapter X permits the avoidance of forced liquidation sales.4 Our position appears to be [153]*153supported by the wealth of judicial and textual authority.5 We see no reason to change our rule, even if we could do so. There is no doubt that the rule applies to this case. In the district court’s order of July 13,1972, at Paragraph 4, it specifically found that the petition was filed in good faith, a finding which was not appealed. Moreover, it affirmatively appears that the trustee continued the business of the debtor in selling housing modules and endeavored to continue the debtor as a viable operation; only after a lapse of some time did the trustee conclude, based on his experience, that the debtor was hopelessly insolvent and orderly liquidation was required.
The State’s purported distinction of some of the Second Circuit cases does not diminish their cumulative force: once a Chapter X reorganization has commenced in good faith, a later decision to liquidate by no means requires discontinuance of the petition and the added administrative and other expense that a newly commenced bankruptcy proceeding would entail. See Patent Cereals, supra, 149 F.2d at 713-14.6
Because the district judge properly followed the law of this circuit in directing the continuance of Chapter X proceedings, his orders thereon are affirmed in all respects.
11. THE STATE’S CLAIM FOR SALES AND USE TAXES: THE QUESTIONS OF PRIORITY, SETOFF, AMOUNT, AND INTEREST
A. Facts. Stirling Homex, as this record and previous appeals in this court7 disclose, was a manufacturer and seller of modular homes and residential units, operating with a number of subsidiary corporations including United States Shelter Corp., United States Home Management Service, Inc., Progressive Housing Corp., Clay Development Corp., Kabeth Properties, Inc., and, significantly here, Stirling Brothers, Inc. (“Brothers”) and Stirling Cubet Corp. (“Cubet”). On January 21, 1970, the New York State Tax Commission issued a notice of determination that Stirling Homex owed sales and use taxes for the following periods and in the following amounts:
1. Period One: March 1, 1968, to July 31, 1968, $79,996.65 allegedly owing by virtue of a bulk transfer of the assets of Cubet to Stirling Homex on or about July 31, 1968;
2. Period Two: August 1, 1968, to August 31, 1969, $137,232.97;
3. Period Three: June 1, 1972, to July 12, 1972, $3,000.
Stirling Homex contested these claims administratively, and on April 29, 1972, a hearing before the State Tax Commission [154]*154was held. The hearing was adjourned, however, and never completed, because on July 13, 1972, the United States District Court approved the petition for reorganization and appointment of a trustee.
Thereafter the trustee brought a proceeding to enjoin the Tax Commission from proceeding to determine the sales tax liability, New York State filed a priority proof of claim for unpaid sales and use taxes in the amount of $268,599.88, including interest and penalties, and on November 8,1972, the trustee’s request for an injunction was granted. On or about May 10, 1973, the New York Department of Taxation and Finance advised the trustee that it had approved his application for a refund of franchise taxes, with interest, in the amount of $316,958.02. However, the State unilaterally applied the major portion of this refund as a setoff against the sales and use taxes it claimed under New York Tax Law § 1086(a) (McKinney 1975). By order dated November 6, 1974, the court referred the claims to the bankruptcy judge sitting as special master. However, by order dated July 15, 1976, and not appealed from, the court held that the unilateral setoff was a violation of the court’s orders dated July 13, 1972, and November 8, 1972, and therefore held that the setoff was not binding on the debtor. In that order the court did not require the State to pay over the refund of $316,958.02 but merely directed that the refund be held “pending and subject to the determination by this Court of the validity of the claim of the State of New York for sales and use taxes.”
The bankruptcy judge conducted a hearing on the sales and use tax claim on October 8, and November 3, 1976. At that hearing as to Period One it was suggested that, although Cubet had paid some sales tax to the State, Cubet was not in the business of selling modules and therefore was not liable for a sales tax, on the ground that Brothers, a different Stirling subsidiary, actually sold the modular units while Cubet merely owned the plant and materials. Cubet, but not Brothers, was bought by Stirling Homex. However, after this bulk sale Stirling Homex continued to manufacture and sell modules. It thus appears that, like other corporations of Stirling Homex, Brothers and Cubet were mere shells, used for whatever purposes the officers of Stirling Homex desired. The bankruptcy judge held that Stirling Homex was liable for the tax. He also allowed the claims for the second period in the amount of $135,-664.23 and for the third period in the amount of $3,000, but disallowed interest and penalties on all three claims. The bankruptcy judge refused to grant the State’s tax claim the fourth priority which Section 64(a)(4)8 would ordinarily provide because under Section 102 of the Bankruptcy Act, Section 64(a)(4) does not apply to a Chapter X proceeding for reorganization.9 He further directed the State to refund the franchise tax overpayment as a condition of allowing its sales and use tax claim to the extent that the claim was held valid.
[155]*155Subsequently the district court denied any of the claim for the first period, accepting the trustee’s argument that Brothers, not Cubet, was the seller and liable to collect sales tax. The court also reduced the award for the second period to $120,934.75, a figure constructed after the fact by a former Stirling Homex employee, and reduced the award for the third period to $1,047.80, an amount both parties concede is correct. The district court upheld the bankruptcy judge’s denial of a priority for the state claim and directed an immediate refund of franchise tax moneys with interest from May 10,1973, as a condition to participation in the distribution to general creditors.10
B. The Question of Priority. It is overly simplistic to suggest that because Section 64 of the Bankruptcy Act, note 8 supra, provides a fourth priority for state tax claims in straight bankruptcy but Section 102, note 9 supra, provides no such priority in Chapter X proceedings, the State is not entitled to any consideration of its claim to priority in this reorganization proceeding, even though liquidation is now expected. Were such a wooden course to be pursued, the equitable powers of a reorganization court would be very narrow indeed. It hardly requires citation to state the proposition that the bankruptcy court is a court of equity and exercises all of the powers of such a court, whether it acts in reorganization or in straight bankruptcy, e. g., Bank of Marin v. England, 385 U.S. 99, 103, 87 S.Ct. 274, 17 L.Ed.2d 197 (1966); Young v. Higbee Co., 324 U.S. 204, 214, 65 S.Ct. 594, 89 L.Ed. 890 (1945); Pepper v. Litton, 308 U.S. 295, 303-10, 60 S.Ct. 238, 84 L.Ed. 281 (1939). Indeed, federal equity receiverships are the source of Sections 77 and 77(b) of the Bankruptcy Act and of Chapter X, which has replaced the latter. See 6 Collier 10.04[1], at 28-33.
In any event, a district court sitting in a Chapter X reorganization proceeding is a court of bankruptcy under Sections 1(10) and 2 (made applicable to Chapter X by Section 102), Clark Brothers Co. v. Portex Oil Co., 113 F.2d 45, 47 (9th Cir. 1940); cf. Continental Illinois National Bank & Trust Co. v. Chicago, Rock Island & Pacific Railway, 294 U.S. 648, 675-76, 55 S.Ct. 595, 79 L.Ed. 1110 (1935) (railroad reorganization under Section 77). As a court of bankruptcy, the reorganization court is accordingly a court of equity. Young v. Higbee, supra. Every bankruptcy court has “jurisdiction at law and in equity” under Section 2(a);11 a reorganization court additionally “shall have and may . . . exercise all the powers . . . which a court of the United States would have if it had appointed a receiver in equity of the property of the debtor.” Section 115.12 See generally 6 Collier K 3.05, at 417 et seq. and 113.17, at 535 et seq. Thus the court “may sift the circumstances surrounding any claim in or[156]*156der to ascertain that injustice or unfairness is not accomplished in the administration of the debtor’s estate, and in so doing it may adopt that remedy which it deems most appropriate under the circumstances,” id. at 13.17, at 538. The court also has the power to pierce the corporate veil, see Selected Investments Corp. v. Duncan, 260 F.2d 918, 920-21 (10th Cir. 1958), cert. denied, 359 U.S. 914, 79 S.Ct. 584, 3 L.Ed.2d 576 (1959), a matter which is subsequently discussed in connection with the Cubet claim in Period One.
In exercising these equitable powers, a bankruptcy court may establish priorities ámong creditors that are not mandated by the Bankruptcy Act. See 6 Collier It 9.10, at 1602, 119.13, at 1620-21, 1630-31. For example, we have held that the court has power to classify claims of lessors as general unsecured claims rather than as costs of administration entitled to priority status, even though the court rejected the debtor’s leases only after the time had expired within which the lessors could have legally filed claims. In re Miracle Mart, Inc., 396 F.2d 62 (2d Cir. 1968) (Chapter XI proceeding). Conversely, in Clinton Trust Co. v. John H. Elliott Leather Co., 132 F.2d 299 (2d Cir. 1942), where a reorganization plan under former Section 77B provided for liquidation upon the debtor’s default and default occurred after partial performance, we held:
Had the parties sought, and the court made, an adjudication of bankruptcy, this would then have been a new proceeding where the priorities established by § 64 would clearly govern. In re James Butler Grocery Co., [100 F.2d 376 (2d Cir. 1938)]. And had the court assumed merely to continue the proceeding under § 77B to liquidate with the consent of the parties, it would probably still have to apply § 64, virtute necessitatis, as was held in Re 168 Adams Bldg. Corp., 7 Cir., 105 F.2d 704, certiorari denied Steinbrecher v. Toman, 308 U.S. 623, 60 S.Ct. 378, 84 L.Ed. 520. But we think the same result should follow if, as we have thought more probable, it was acting in assumed execution of the plan. That provided for liquidation, at the option of the creditors’ committee, under the supervision of the court in the § 77B proceeding.
Thus, Clinton Trust13 seems to establish the principle that where liquidation occurs in a reorganization proceeding, Section 64 still should ordinarily apply as a matter of equity.14 Such an interpretation [157]*157preserves both the advantages of the Second Circuit rule permitting liquidations in ongoing good faith Chapter X proceedings and the benefits of Section 64 which would accrue absent the Second Circuit rule. This is not to say, of course, that state tax claims must be given priority in a Chapter X reorganization; the statute, Section 102, by implication provides otherwise. However, when a Chapter X proceeding resolves itself into one of liquidation, the basic priority principles of straight bankruptcy should apply in equity, absent some other countervailing considerations which we do not find here.
Read literally Section 102 does state that Section 64 shall not apply in reorganization cases unless an order is entered directing that bankruptcy be proceeded with. If literally construed, as the bankruptcy court apparently envisaged, the statute would require a straight bankruptcy liquidation before the priorities of Section 64 could apply. But we do not think that in enacting Section 102 Congress had in mind the Second Circuit rule permitting liquidations in Chapter X reorganization proceedings. See 6 Collier 19.13[3], at 1631 n.27. Thus we read Section 102 as stating that the principles of Section 64 shall not apply in reorganization cases unless an order is entered directing that liquidation be proceeded with, and then only when the equities do not oppose such principles.
It might be suggested that we should remand this case to the district court, which in turn would remand to the bankruptcy court for the exercise of that court’s equitable powers. Nothing has been called to our attention on this appeal, however, in the bankruptcy judge’s opinion, the district court’s affirmance, or the arguments of counsel, that suggests that the equitable powers to grant the State priority should not be exercised here.15 Accordingly, we direct the district court to grant priority status to the State of New York’s sales and use tax claim.
C. The State’s Request for a Setoff. Two questions are involved here. The first is whether an appeal is now appropriate in light of appellant’s failure to appeal the district court’s order of July 15, 1976, that found invalid the State’s unilateral act to set off the refund. The second is whether a setoff should be granted if the issue is an appealable one.
We have no hesitancy in holding the issue appealable since the earlier order invalidating the setoff did not address the issue whether a setoff would be appropriate if the State’s claims were granted priority; indeed, by permitting the State to retain the refund pending determination of the validity of its claim, the court retained its option later to grant a setoff. We thus view the July 15, 1976, order as interlocutory only.16
To the extent that the State’s claim is entitled to priority, we believe that the State should be permitted to set off the franchise tax refund. Our own In re Yale Express System, Inc., 362 F.2d 111, 117 (2d Cir. 1966), found that sureties were entitled to setoffs provided that the setoffs were compatible with the requirements of the reorganization. See also In re Eastern Freight Ways, Inc., 577 F.2d 175, 179 (2d Cir. 1978). The only justification for the court’s denial of the setoff advanced by the trustee on this appeal is the State’s “disregard for the procedures laid down by the [158]*158District Court in its continuous violation of the Orders of the Court.” To us this is insufficient. The State cannot be faulted for taking such steps to protect its fisc as seemed reasonably likely to succeed. Even the court’s order finding that the setoff was illegal permitted the State to retain the funds pending a determination of the validity of the State’s claim for the sales and use taxes. The imposition of interest as to any portion not set off fully protects the other creditors and vindicates the court’s sovereignty. To go further would be to impose a useless penalty unworthy of a court of equity-
D. Amounts.
The first period. Concededly the sale from Cubet to Stirling Homex was a bulk sale under Section 1141(c) of the New York State Tax Law. The trustee argues, however, that Cubet was not “required to collect” the sales tax within the meaning of that statute. Stirling Brothers Operating Co. did operate through two subsidiaries: Cubet, a real estate holding company, owned the plant which manufactured housing modules, and Brothers entered into an oral contract for the construction of a housing project with a partnership known as Fairways. But the trustee rejects the argument that the corporate veils of Cubet, Stirling Homex’s predecessor, and Brothers should be pierced.
Findings of a bankruptcy judge sitting as special master must be accepted by a district court unless they are clearly erroneous. Fed.R.Civ.P. 53(e)(2). We see no basis on which the district court could overturn the finding of the bankruptcy judge that Stirling Homex was liable for the tax in the Fairways sales. This conclusion was substantiated by a letter from former counsel for Cubet and Stirling Homex stating that Cubet was in the business of the manufacture and sale of the modules in question. Most conclusively, however, although Brothers was allegedly the manufacturing and selling entity of the operating group, and even though its assets were not purchased by Homex, Homex did engage in the manufacture and sale of modules immediately after purchasing Cubet. In other words, officers and directors of Homex, as the criminal case arising out of their operations demonstrated, note 7 supra, used their corporations as shells to conceal from the public, the taxing authorities, and others, whatever they wanted to conceal. Thus we have no difficulty upholding the bankruptcy judge’s implicit determination that the corporate veil should be pierced. The judge’s power to make such a determination has been explicated above. See, e. g., Blaustein v. Pan American Petroleum & Transport Co., 293 N.Y. 281, 305, 56 N.E.2d 705, 716 (1944); Berkey v. Third Avenue Railroad Co., 244 N.Y. 84, 155 N.E. 58 (1926).
The second period. The bankruptcy judge recommended the allowance of the State’s claim. We find no basis in the district court’s opinion for modification of the judge’s findings or the disallowance of a portion of the State’s claim. To be sure, a former comptroller of Stirling Homex testified before the bankruptcy judge that the corporate records indicated liability for the $120,934.75 amount awarded by the district court. This was computed by subtracting from the total tax of $188,499.31, based on the value of all modules included in projects in the State of New York, the sum of $67,514.56 paid on materials incorporated in those modules. But the bankruptcy judge disregarded this testimony because these computations were based on the value that the company assigned to modules rather than on the value that the State assigned to materials incorporated within the modules. Moreover, the employee testifying concededly had no knowledge of the affairs of Cubet or Stirling Homex prior to the end of the first period, August 31, 1969, because he did not begin employment until February, 1970, and was testifying only on the basis of records he could find and what other employees told him. We think that the bankruptcy judge was perfectly justified in disregarding this employee’s testimony and that the district court was not justified in accepting it, in light of the bankruptcy judge’s contrary finding.
[159]*159The third period. Both parties concede that the amount due for the third period is $1,047.80. Therefore the district court’s order for this period should stand.
[H] E. Computation of Interest. The State’s argument that interest should accrue only from the date of the trustee’s challenge to the setoff, March 29, 1976, is devoid of merit. Interest had been accruing on the overpayment of tax before the setoff. The State’s attempt to set off the overpayment should not terminate this accrual. We affirm the district court’s ruling that interest on the refund shall be paid on the $316,958.02 from May 10,1973, the date of its award.
Judgment in accordance with opinion.