Court Holding Company V Commissioner

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Commissioner of Internal Revenue v. Court Holding Co., 33 AFTR 593 (65 S. Ct. 707), Code Sec(s), (S Ct), 03/12/1945 This is a case on the doctrine of “Substance over Form” in which a privately held corporation tries to distribute an asset as a liquidation dividend in order to nullify the tax effects of a sale of the asset by the corporation. This case involves a corporation of which there are two shareholders, Minnie Miller and her husband, Louis Miller. The corporation had 50 shares of common stock outstanding of which Minnie owned 48 and Louis owned the other 2. They formed this corporation for the sole intent of purchasing an apartment building and its contents. The apartment building was bought and subsequently leased to Aaron and Regina Feiwish for a three year term at an agreed upon rental of $8,500 a year payable in installments commencing on October 1, 1938. In June 1939 Louis Miller executed and delivered three promissory notes to Regina Feiwish, payable in one year, as evidence of a cash loan of $3,500. The three notes were in the amounts of $500, $1,000 and $2,000 with an additional $350 bonus in consideration of her making the loan. All note payments were subsequently applied to the rent due under the lease agreement and the $350 was subsequently issued as rent discount and a deduction was claimed on the 1939 return. At some point subsequent to October 1, 1939, Aaron and Regina Feiwish began negotiations with Minnie Miller for the purchase of the building. Regina interested her sister and brother-in-law, Margaret and Abe Fine, in the proposed purchase. In February 1940 Louis Miller acting for Minnie agreed to sell and the Fine’s agreed to purchase the property for $54,500. This oral agreement was settled and the two parties were to meet in the office of an attorney to put the terms of the oral agreement into a written agreement and executed. On

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