Davis, Judge,
delivered the opinion of the court:
The Southern Arizona Bank and Trust Company is an executor of George Martin, an Arizona resident. He and his wife Peggy (who is a co-executor and also a plaintiff in her own right) filed a joint federal income tax return for the calendar year 1961, paid the tax shown, and thereafter paid a deficiency of $10,651.02 (plus $756.08 interest) for that [428]*428year. This action seeks to recover those sums (plus interest). Claim for refund was timely filed and denied, and the same basis for recovery is now asserted. For convenience, George Martin is sometimes called the plaintiff.
In 1961, plaintiff paid attorneys’ fees and other legal expenses in the total amount of $23,659.42 in contesting the determination of tax deficiencies of his liquidated Arizona corporation (Crystal Coca-Cola Bottling Company) and the transferee liability of Coca-Cola Bottling Company of Tucson, Inc. (Coca-Cola Bottling), another Arizona corporation. The issue here is whether such expenditures were deductible by Mr. and Mrs. Martin under § 162(a) 1 or § 212(3) 2 of the Internal Revenue Code of 1954.
Plaintiff owned all of the stock of Crystal. In 1955, he sold all of this stock to Samuel E. Gersten and Lawrence D. Mayer, who organized Coca-Cola Bottling to carry on the business of Crystal. As provided in the stock sales agreement, which was ratified and adopted by the new corporation, plaintiff transferred the Crystal stock to Coca-Cola Bottling which issued its promissory note for $1,450,000 as consideration. As part of the sales agreement, plaintiff agreed that he would indemnify Gersten and Mayer and their new corporation for any taxes owed by Crystal for periods prior to the closing, which occurred November 1,1955, and it was further agreed that amounts paid by the buyers for these tax claims could at their election be collected from plaintiff or deducted from payments due him, provided, however, that plaintiff would first have the right to contest or litigate at his own [429]*429expense any such claim in the name of the old or the new company.
Pursuant to the terms of the stock sales agreement, Crystal was liquidated and its assets transferred to Coca-Cola Bottling, effective November 1,1955. Thereafter, the Internal Revenue Service issued to Coca-Cola Bottling a statutory notice of transferee liability, asserting that Crystal owed income taxes and excess profits taxes in the amount of $117,057.46 for its tax years 1951 through 1955. Under the indemnity clause of the stock sales agreement, plaintiff contested this determination of deficiencies and transferee liability in the name of Coca-Cola Bottling. In the Tax Court of the United States the parties filed a written agreement, specifying how the amounts of the determined deficiencies would be adjusted and computed if transferee liability were sustained. After a hearing, the Tax Court decided that Coca-Cola Bottling was liable as transferee for Crystal’s tax deficiencies, which were redetermined in the amount of $50,872.16. This decision was upheld by the Ninth Circuit. Coca-Cola Bottling Co. of Tucson v. Commissioner, 37 T.C. 1006 (1962), affirmed, 334 F. 2d 875 (C.A. 9, 1964).
In connection with the prosecution of that case, plaintiff in 1961 paid $23,659.42 for legal and accounting services, witness expenses, and printing costs. A deduction for this amount was taken in the 1961 federal income tax return, which, as already noted, was disallowed by the Internal Revenue Service, and a statutory notice of deficiency issued, after an adjustment for the gain to be reported.
Plaintiffs argue that since the litigation of the Coca-Cola Bottling case resulted in a decrease from $117,057.46 to $50,872.16 of the income tax deficiencies of Crystal, Mr. Martin was amply justified in incurring the legal expenses here involved,3 and in deducting them either under § 1162(a), or, more specifically, under § 212(3), as “ordinary and necessary expenses paid * * * during the taxable year * * * in connection with the determination * * * of any tax.”
Our writing task is simplified by the plaintiffs’ correct concession that they are not entitled to recover unless the Martins [430]*430are first found to have been the transferees of Crystal or of Crystal’s transferee, Coca-Cola Bottling.4 The answer to that threshold issue we find wholly dispositive. On this record we must conclude that the Martins have not been shown to have been such transferees.
This is the kind of case in which the determination whether one is a transferee depends primarily on the law of the particular state. “The extent to which taxpayers are liable, as transferees, for the income taxes of a transferor-corporation is determined by substantive state law.” Drew v. United States, 177 Ct. Cl. 458, 461, 367 F. 2d 828, 830 (1966). There is no reason to believe that under Arizona (or general) law Mr. Martin became liable for the taxes of Crystal, either directly as a transferee or mediately as a transferee of Coca-Cola Bottling (which has been authoritatively found to be a transferee). He was, of course, the sole owner of Crystal’s stock, but he elected to operate his bottling business in corporate form, and could not thereafter disregard Crystal’s separate legal entity to claim that he was the actual owner. Cf. Higgins v. Smith, 308 U.S. 473, 477 (1940). And it is a truism that neither the state nor the Federal Government would pierce the veil simply because he had been the owner of all of Crystal’s stock. The tax obligations were solely those of Crystal, not of its stockholder as such or individually.
Moreover, plaintiff did not receive any of Crystal’s assets on its liquidation; Coca-Cola Bottling was the sole distrib-utee of that property. What Mr. Martin did was to divest himself of the ownership of Crystal’s stock, leaving the new stockholder (Coca-Cola Bottling) to determine what to do with Crystal’s assets. That new owner took the assets for itself. So far as this record shows, none went to Mr. Martin.
Arizona follows the accepted rule that where stockholders of a corporation receive its assets on liquidation and leave it without sufficient property to pay its creditors, then those [431]*431stockholders are required to respond to creditors up to the full value of the assets received. Drew v. United States, supra, 177 Ct. Cl. at 461-62, 367 F. 2d at 830-31. That is why Coca-Cola Bottling, which received Crystal’s stock and assets, was held liable as the latter’s transferee. Coca-Cola Bottling Co. of Tucson v. Commissioner, supra, 334 F. 2d 875. But it is so well accepted as to go almost without saying that a mere creditor is not a transferee of property and is not so liable. To the extent, therefore, that Mr. Martin was a creditor who had not received Crystal’s assets he was clearly not responsible for Crystal’s taxes.
In seeking to pin the label of transferee on Martin, plaintiffs stress the promissory note which he obtained for his Crystal stock and for which the Coca-Cola Bottling stock was pledged as security. The terms of this note are not in evidence, and plaintiffs have not shown that it gave Martin any greater rights than the normal pledgee.
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Davis, Judge,
delivered the opinion of the court:
The Southern Arizona Bank and Trust Company is an executor of George Martin, an Arizona resident. He and his wife Peggy (who is a co-executor and also a plaintiff in her own right) filed a joint federal income tax return for the calendar year 1961, paid the tax shown, and thereafter paid a deficiency of $10,651.02 (plus $756.08 interest) for that [428]*428year. This action seeks to recover those sums (plus interest). Claim for refund was timely filed and denied, and the same basis for recovery is now asserted. For convenience, George Martin is sometimes called the plaintiff.
In 1961, plaintiff paid attorneys’ fees and other legal expenses in the total amount of $23,659.42 in contesting the determination of tax deficiencies of his liquidated Arizona corporation (Crystal Coca-Cola Bottling Company) and the transferee liability of Coca-Cola Bottling Company of Tucson, Inc. (Coca-Cola Bottling), another Arizona corporation. The issue here is whether such expenditures were deductible by Mr. and Mrs. Martin under § 162(a) 1 or § 212(3) 2 of the Internal Revenue Code of 1954.
Plaintiff owned all of the stock of Crystal. In 1955, he sold all of this stock to Samuel E. Gersten and Lawrence D. Mayer, who organized Coca-Cola Bottling to carry on the business of Crystal. As provided in the stock sales agreement, which was ratified and adopted by the new corporation, plaintiff transferred the Crystal stock to Coca-Cola Bottling which issued its promissory note for $1,450,000 as consideration. As part of the sales agreement, plaintiff agreed that he would indemnify Gersten and Mayer and their new corporation for any taxes owed by Crystal for periods prior to the closing, which occurred November 1,1955, and it was further agreed that amounts paid by the buyers for these tax claims could at their election be collected from plaintiff or deducted from payments due him, provided, however, that plaintiff would first have the right to contest or litigate at his own [429]*429expense any such claim in the name of the old or the new company.
Pursuant to the terms of the stock sales agreement, Crystal was liquidated and its assets transferred to Coca-Cola Bottling, effective November 1,1955. Thereafter, the Internal Revenue Service issued to Coca-Cola Bottling a statutory notice of transferee liability, asserting that Crystal owed income taxes and excess profits taxes in the amount of $117,057.46 for its tax years 1951 through 1955. Under the indemnity clause of the stock sales agreement, plaintiff contested this determination of deficiencies and transferee liability in the name of Coca-Cola Bottling. In the Tax Court of the United States the parties filed a written agreement, specifying how the amounts of the determined deficiencies would be adjusted and computed if transferee liability were sustained. After a hearing, the Tax Court decided that Coca-Cola Bottling was liable as transferee for Crystal’s tax deficiencies, which were redetermined in the amount of $50,872.16. This decision was upheld by the Ninth Circuit. Coca-Cola Bottling Co. of Tucson v. Commissioner, 37 T.C. 1006 (1962), affirmed, 334 F. 2d 875 (C.A. 9, 1964).
In connection with the prosecution of that case, plaintiff in 1961 paid $23,659.42 for legal and accounting services, witness expenses, and printing costs. A deduction for this amount was taken in the 1961 federal income tax return, which, as already noted, was disallowed by the Internal Revenue Service, and a statutory notice of deficiency issued, after an adjustment for the gain to be reported.
Plaintiffs argue that since the litigation of the Coca-Cola Bottling case resulted in a decrease from $117,057.46 to $50,872.16 of the income tax deficiencies of Crystal, Mr. Martin was amply justified in incurring the legal expenses here involved,3 and in deducting them either under § 1162(a), or, more specifically, under § 212(3), as “ordinary and necessary expenses paid * * * during the taxable year * * * in connection with the determination * * * of any tax.”
Our writing task is simplified by the plaintiffs’ correct concession that they are not entitled to recover unless the Martins [430]*430are first found to have been the transferees of Crystal or of Crystal’s transferee, Coca-Cola Bottling.4 The answer to that threshold issue we find wholly dispositive. On this record we must conclude that the Martins have not been shown to have been such transferees.
This is the kind of case in which the determination whether one is a transferee depends primarily on the law of the particular state. “The extent to which taxpayers are liable, as transferees, for the income taxes of a transferor-corporation is determined by substantive state law.” Drew v. United States, 177 Ct. Cl. 458, 461, 367 F. 2d 828, 830 (1966). There is no reason to believe that under Arizona (or general) law Mr. Martin became liable for the taxes of Crystal, either directly as a transferee or mediately as a transferee of Coca-Cola Bottling (which has been authoritatively found to be a transferee). He was, of course, the sole owner of Crystal’s stock, but he elected to operate his bottling business in corporate form, and could not thereafter disregard Crystal’s separate legal entity to claim that he was the actual owner. Cf. Higgins v. Smith, 308 U.S. 473, 477 (1940). And it is a truism that neither the state nor the Federal Government would pierce the veil simply because he had been the owner of all of Crystal’s stock. The tax obligations were solely those of Crystal, not of its stockholder as such or individually.
Moreover, plaintiff did not receive any of Crystal’s assets on its liquidation; Coca-Cola Bottling was the sole distrib-utee of that property. What Mr. Martin did was to divest himself of the ownership of Crystal’s stock, leaving the new stockholder (Coca-Cola Bottling) to determine what to do with Crystal’s assets. That new owner took the assets for itself. So far as this record shows, none went to Mr. Martin.
Arizona follows the accepted rule that where stockholders of a corporation receive its assets on liquidation and leave it without sufficient property to pay its creditors, then those [431]*431stockholders are required to respond to creditors up to the full value of the assets received. Drew v. United States, supra, 177 Ct. Cl. at 461-62, 367 F. 2d at 830-31. That is why Coca-Cola Bottling, which received Crystal’s stock and assets, was held liable as the latter’s transferee. Coca-Cola Bottling Co. of Tucson v. Commissioner, supra, 334 F. 2d 875. But it is so well accepted as to go almost without saying that a mere creditor is not a transferee of property and is not so liable. To the extent, therefore, that Mr. Martin was a creditor who had not received Crystal’s assets he was clearly not responsible for Crystal’s taxes.
In seeking to pin the label of transferee on Martin, plaintiffs stress the promissory note which he obtained for his Crystal stock and for which the Coca-Cola Bottling stock was pledged as security. The terms of this note are not in evidence, and plaintiffs have not shown that it gave Martin any greater rights than the normal pledgee. We must assume, then, that by virtue of this pledge he did not become the owner or controller of the Coca-Cola Bottling stock or of that company’s property. He was not the dominant or controlling figure. Bather, he was merely a conventionally secured creditor of Bottling who had formerly owned Crystal’s stock but no longer had control of that company or its assets. It follows that his status as a past stockholder of Crystal, his position as a present creditor of Bottling, and his holding of the promissory note did not deprive Crystal of any assets or transfer those assets to him from Coca-Cola Bottling. The creditors of Crystal were harmed by Coca-Cola Bottling’s liquidation of Crystal and ingestion of its assets; they were not harmed by Martin’s actions or by his mere creditor’s relationship to the transferee corporation. Cf. Vendig v. Commissioner, 229 F. 2d 93, 94-96 (C.A. 2, 1956).
Nor did the indemnity agreement operate to make Mr. Martin a transferee. This promise was part of the consideration he provided for Coca-Cola Bottling’s promissory note issued for the purchase of all of the Crystal stock. The agreement did not make Martin a stockholder or owner of Bottling or of Crystal, and it took nothing from either corporation. Also, as the Ninth Circuit said in Coca-Cola Bottling Co. of Tucson, supra, 334 F. 2d at 879: “We find no basis for inter[432]*432preting Martin’s promise as an assumption of any part of Crystal’s debts or as an extension of a guarantee to Crystal’s creditors that they would be paid.”
Accordingly, we bold that the Martins have not been proved to have been transferees liable for the taxes imposed on Crystal, and that they could not deduct the legal fees and other expenses incident to the Tax Court proceeding against the true transferee, Coca-Cola Bottling. Those expenditures flowed solely from the contractual indemnity agreement and not from any transferee obligation of the Martins.
For these reasons, the plaintiffs are not entitled to recover and their petition is dismissed.
We are indebted to Trial Commissioner Roald A. Hogenson for his opinion, part of which we have adopted. We reach the same- result, on one of the grounds he took, but do not consider other points on which he wrote.