James Realty Company v. United States

176 F. Supp. 306, 4 A.F.T.R.2d (RIA) 5420, 1959 U.S. Dist. LEXIS 2787
CourtDistrict Court, D. Minnesota
DecidedSeptember 1, 1959
Docket4-58-Civ.-430
StatusPublished
Cited by11 cases

This text of 176 F. Supp. 306 (James Realty Company v. United States) is published on Counsel Stack Legal Research, covering District Court, D. Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
James Realty Company v. United States, 176 F. Supp. 306, 4 A.F.T.R.2d (RIA) 5420, 1959 U.S. Dist. LEXIS 2787 (mnd 1959).

Opinion

DEVITT, Chief Judge.

This is an action for recovery of $14,-066.11 plus interest, which is alleged by the taxpayer, James Realty Co., to be an overpayment of its income tax for its taxable year ending November 30, 1953. The taxpayer contests the action of the Commissioner of Internal Revenue in disallowing the taxpayer’s $25,000 corporate surtax exemption 1 and its $25,000 minimum excess profits credit. 2 The Commissioner attempts to justify the disallowance under authority of section 129 *308 (a) (1) 3 and section 15(c) 4 of the 1939 Internal Revenue Code. There are the further issues of determining the proper computations of the taxpayer’s excess profits tax under section 430 5 and of deciding whether the taxpayer was properly subjected to an accumulated earnings tax under section 102, 26 U.S.C.A. § 102.

The parties stipulated to submit the issues to the Court after a partial trial before a jury.

The controversy centers around the multiple incorporation methods used by Adolph Fine to conduct his home construction and real estate development businesses. The structure of this enterprise involves a construction company, Adolph Fine, Inc., a sales organization, Fine Realty, Inc., and a series of nine development companies whose main functions in the enterprise were to own land, to contract for construction of homes with Adolph Fine, Inc. and to sell the homes through Fine Realty, Inc. The controversy here is limited to the 1953 tax return of one of the development companies, James Realty Co., but the government’s contention that the taxpayer was formed pursuant to a scheme of tax avoidance, necessarily involves a consideration of the other Fine corporations.

In 1944 Adolph Fine organized Adolph Fine, Inc. to engage in the construction business. Later, in 1949, he incorporated Fine Realty, Inc., one of whose principal activities was to sell homes built by Adolph Fine, Inc. Both of these corporations were controlled and managed by Adolph Fine and his wife Mildred Fine.

In 1952 Adolph Fine, as an individual, owned certain undeveloped land located in the village of St. Louis Park, Minnesota. After the land had been subdivided and platted for the purpose of home development, it was called the Jeffrey, James Fine Addition to St. Louis Park.

On November 20, 1952, Adolph Fine caused the James Realty Co. to be organized with an initial authorized capital of $25,000 consisting of 10 shares of Class A common stock at a par value of $100 (voting) and 240 shares of Class B common stock at a par value of $100 (non-voting). According to the articles of incorporation, the purpose of the corporation was, among other things:

“To acquire, improve, and develop real property; to erect dwellings of all kinds and to sell or rent the same; also to acquire, by purchase, lease or otherwise, and to take, own, hold, sell, exchange, transfer, lease, repair, maintain, improve, mortgage, or in any other manner deal in and with real property * *

On November 24, 1952 Adolph Fine transferred 18 lots in the Jeffrey, James Fine Addition to the James Realty Co. in exchange for two shares of Class A common stock and 34 shares of Class B common stock. The valuation placed upon the lots in terms of the 36 shares was $200 per lot or $3,600. On the same day, Adolph Fine transferred 17 shares of the Class B stock to Mildred Fine in trust for their sons Jeffrey and James.

On the same day, November 24, 1952, James Realty Co., acting through its president, Adolph Fine, entered into two written contracts. The first was an agreement with Adolph Fine, Inc. by which Adolph Fine, Inc. would construct houses on the lots owned by James Realty Co. at cost plus 12-1/2%. By the terms of a second contract with Fine Realty, Inc., Fine Realty, Inc. was made the exclusive selling agent of the homes to be constructed for James Realty Co. by Adolph Fine, Inc. The sales commissions were to be from 5 to 7-%% depending upon financing arrangements and costs.

*309 Under this arrangement, James Realty Co. proceeded to do business, and for its taxable year ending November 30, 1953, reported taxable income in the amount of $24,699.05. Summaries of its income statement and balance sheet have been taken from its tax return and are shown below:

Statement of Profit and Loss
Sales (20 Houses and Lots) $228,520.50
Less Job Cost 202,328.24
Gross Profit $ 26,192.26
Add: Other Income $418.95
Less: Misc. Expense 444.14 -25.19
$ 26,167.07
Less Minnesota Income Tax Accrued 1,468.02
Federal Taxable Net Income $ 24,699.05
Balance Sheet
Assets
Cash $ 20,800.00
Notes and Accounts Receivable 12,907.43
Organization Expense 279.08
Total Assets $ 33,986.51
Liabilities
Accounts Payable $ 2,495.00
Accrued Income Tax Payable 8,877.74
Capital
Capital Stock $ 3,600.00
Earned Surplus 17,289.33
Total Liabilities & Capital $ 33,986.51

In August, 1953, 36 lots located in the neighboring West Tonka Hills Addition and owned by Fine Realty, Inc. were purchased by James Realty Co. from Fine Realty, Inc. at a price of $650 per lot, or a total price of $23,400. Of James Realty Company’s total income for its year ending November 30, 1953, only $355.56 was attributable to the sale of lots received in this transaction.

James Realty Co. was one of nine development companies formed by Adolph Fine between 1950 and 1954. All of them occupied offices owned by Adolph Fine, Inc. and were supplied with bookkeeping services by the same personnel who kept the books of Adolph Fine, Inc. The reported incomes of these companies for the years 1950 to 1956, along with those of Fine Realty, Inc. and Adolph Fine, Inc. are contained in the schedule attached to this memorandum.

. The District Director of Internal Revenue made a timely deficiency assessment against James Realty Co. for its taxable year ending November 30, 1953 by disallowing its corporate surtax exemption and excess profits credit and assessing *310 an accumulated earnings tax in addition. The taxpayer paid the claimed deficiency and now seeks a refund.

The basic contention of the government is that James Realty Co.

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Bluebook (online)
176 F. Supp. 306, 4 A.F.T.R.2d (RIA) 5420, 1959 U.S. Dist. LEXIS 2787, Counsel Stack Legal Research, https://law.counselstack.com/opinion/james-realty-company-v-united-states-mnd-1959.