Tiffany-Davis Drug Co. v. Department of Revenue

465 P.2d 878, 255 Or. 279, 1970 Ore. LEXIS 402

• Court: Oregon Supreme Court
• Decided: March 11, 1970
• Status: Published

Opinions

SLOAN, J.

The tax court held that ORS 317.297 enabled plaintiff to claim certain- pre-merger losses sustained by previously existing subsidiary corporations that had been merged into plaintiff. The tax commission had denied the claim and now appeals the tax court decision. The basis of • plaintiff’s claim is set forth in its complaint relative ■ to the merger of one of the corporations: ,

“The operating loss involved was incurred prior to 1963 by Tiffany-Davis #1, Inc., a corporation formed by and at all times a wholly owned subsidiary of plaintiff. Tiffany-Davis #1, Inc., was liquidated in December, 1962, all assets and obligations being transferred to plaintiff as the' sole stockholder. If the liquidation had not occurred the operating loss carryover would have been available to Tiffany-Davis #1, Inc., the subsidiary, and it was, therefore, claimed by plaintiff, the parent. After the liquidation, the same stores and businesses were conducted by the plaintiff as had previously been conducted by the plaintiff and its subsidiaries and the same business identity of- the plaintiff and the subsidiaries was continued as the same economic unit.”- ";-

The allegations as to' the other corporations, except for dates and amounts, were the same.

The tax court’s opinion at 3 OTR 343 (1969), provides a careful analysis of the questions involved and of the cases that we most look to for solution. We adopt the tax court’s opinion and affirm.