Selig v. United States

565 F. Supp. 524, 52 A.F.T.R.2d (RIA) 5314, 1983 U.S. Dist. LEXIS 16941
CourtDistrict Court, E.D. Wisconsin
DecidedMay 16, 1983
DocketCiv. A. 81-C-334
StatusPublished
Cited by2 cases

This text of 565 F. Supp. 524 (Selig v. United States) is published on Counsel Stack Legal Research, covering District Court, E.D. Wisconsin primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Selig v. United States, 565 F. Supp. 524, 52 A.F.T.R.2d (RIA) 5314, 1983 U.S. Dist. LEXIS 16941 (E.D. Wis. 1983).

Opinion

DECISION AND ORDER

REYNOLDS, Chief Judge.

The plaintiff taxpayer, proceeding under 28 U.S.C. § 1346(a), seeks a refund of income taxes that he paid under protest because the Government disallowed his proportionate share of the amortization (depreciation) of certain baseball player contracts of the Milwaukee Brewers Baseball Club, Inc. (Brewers). The Brewers obtained the player contracts in 1970 when the Brewers purchased the assets of the Seattle Pilots from Pacific Northwest Sports, Inc. (Seattle or Pilots). The Brewers allocated the $10.8 million purchase price as follows: $10.2 million to the 149 player contracts acquired; $500,000 to the American League franchise; and $100,000 to miscellaneous supplies and equipment. The allocation of $100,000 to miscellaneous supplies and equipment is not in dispute. The issue in this case is whether the allocation made by the Brewers between the value of the player contracts and *526 the value of the franchise was reasonable, and if it was not, what would constitute a reasonable allocation. For the reasons set forth in this decision, I find that the allocation made by the Brewers was reasonable.

This is a difficult case to sort out because of the conflicting views of law, accounting, economics, and human motivations as they relate to organized baseball. At trial, each side operated on premises inapposite to the other’s case. The taxpayer proceeded on the theory that operating a baseball club was a business, and the Government proceeded on the theory that operating a baseball club was, in part, a rich man’s toy— something akin to a yacht — and that the Court’s job was to decide what portion of the toy was not tax deductible. So at the outset I will set forth the assumptions (i.e., conclusions of law) that underlie my decision and which pretty much determine the outcome of the case, and second examine the general structure of professional baseball, especially the distinctions between the three markets in which player contracts are transacted — the player market, the free agent market, and the club market. I will then summarize the history of the Brewers’ early efforts to acquire a professional baseball club to play in Milwaukee, the creation and development of the Seattle Pilots, the Brewers’ purchase of the Pilots, and the manner in which the Brewers allocated the purchase price for tax purposes. In the last two parts of this decision, I will discuss the factors which lead me to conclude that the allocation made by the Brewers was reasonable and that the Government’s valuations of the player contracts are unreliable.

The case was tried to the Court and lasted for about a month. This decision constitutes the Court’s findings of fact and conclusions of law pursuant to Fed.R.Civ.P. 52(a).

I. ASSUMPTIONS (i.e., LEGAL CONCLUSIONS)

1. Professional baseball is a business for tax purposes. The owners are therefore entitled to use generally accepted accounting principles in determining the profit or loss of a club and may take tax deductions that are available to other business enterprises.

The Government has argued that this is not so and that to an undetermined extent the operation of a professional baseball team is not for “business purposes” but is to give joy to the owners. It is further argued that this “joy” has a value and that this joy value should be attributed to the value of the franchise. Owners of baseball clubs, as well as owners of other enterprises, do receive a joy out of ownership. Allocation between the joy value and the business value is required for vacation homes and yachts that are partially used for business purposes, but this is not applicable here because professional baseball is a business, the allocation would be too speculative, and the tax laws do not recognize or tax the nonmonetary motivations of human beings as important as those motivations are. (Adam Smith notwithstanding, not all human motivations can be reduced to monetary terms.)

2. Baseball player contracts owned by the clubs are intangible assets which are known from experience to be of use for only a limited period, the length of which can be determined with reasonable accuracy. Thus, the cost of acquiring the contracts may be depreciated over their useful lives, and a tax deduction for that depreciation is allowed under § 167(a) of the Internal Revenue Code. The Government has not challenged the length of the useful life of five years over which the Brewers amortized their player contracts.

3. The mass asset theory which would have prevented professional sports clubs from deducting the depreciation of player contracts obtained as part of a bundle of assets has been rejected. Laird v. United States, 556 F.2d 1224 (5th Cir.1977), cert. denied, 434 U.S. 1014, 98 S.Ct. 729, 54 L.Ed.2d 758 (1978); First Northwest Industries of America, Inc. v. Commissioner, 70 T.C. 817 (1978), rev’d and remanded on other grounds, 649 F.2d 707 (9th Cir.1981). From an economic point of view, the mass asset theory was and is correct. It is eco *527 nomically impossible to separate the value of the franchise from the value of the player contracts for, in fact, one is valueless without the other. It was for this reason that the Government urged the courts to adopt the mass asset theory in Laird and First Northwest Industries. The Government did not prevail in the mass asset theory, so it has abandoned it in this case.

Although it is a legal fiction that one can allocate part of the purchase price of a baseball club to the franchise and part to the player contracts in an economically sensible manner, it is the law that we have to allocate. (Legal fictions are not new to the law and are useful in solving legal problems. For example, we all know that it is a fiction that a corporation is a person, but in law we accept it as being true.) Once it is accepted that the allocation of the price among the assets is the law, then we are relieved of trying to explain it in rational economic terms and can proceed to test the reasonableness of the allocation in terms of generally accepted accounting principles and legal requirements. This process is necessarily arbitrary from an economic standpoint and depends on accepting legal and accounting definitions.

4. To allocate the purchase price among the individual assets purchased, it is proper to apply generally accepted accounting principles. Generally accepted accounting principles require the price to be allocated first to the tangible assets (bats and balls) and to the identifiable intangible assets (player contracts) based on the fair market value of each asset. The difference between the total amount allocated to those assets and the purchase price of the entire bundle of assets (the club) is allocated to a generalized intangible asset (the franchise). In this case, the tangible assets and the player contracts are depreciable while the franchise is not.

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Bluebook (online)
565 F. Supp. 524, 52 A.F.T.R.2d (RIA) 5314, 1983 U.S. Dist. LEXIS 16941, Counsel Stack Legal Research, https://law.counselstack.com/opinion/selig-v-united-states-wied-1983.