Neill v. Phinney’s Empirical Analysis

Citation profile

12 federal appellate ·

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 23 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “[T]he parties * * * lost sight of the universal rule. Under it stockholders in dissolution are not ordinary transferees of corporate property as might, for example, be the case of a purchaser of a specific piece of its property as to whom a conveyance carries a quasi in rem liability only when in fraud of creditors. Stockholders in distribution have not purchased property. They receive only an aliquot share of property. The right to receive it flows from the accumulation of it in excess of the obligations owed and by which assets, in this or other forms, have been accumulated. Such stockholders receiving property in distribution hold it subject to pro rata liabilities of the corporation. [Citations omitted.] The stockholders hold what they get subject to an equitable lien. “The capital and assets of a cor poration constitute a trust fund, for the benefit and security of its creditors, and it is fundamental that stockholders, stripping a corporation of its assets, succeed as transferees to its tax liability. [Citations omitted.]” It is, then, by an ageless principle a liability imposed “in equity,” * * *”

   3 later decisions quote this exact passage · from the majority
   e.g. C. D. Construction Corp. v. Commissioner · Sellers v. Commissioner of Internal Revenue

2. “At the time the distribution was ordered December 13, 1950, the corporation knew it would have to represent that all liabilities then known were paid or provided for. As businessmen, the Directors were bound to know that some character of excess profits tax undoubtedly would be enacted and that, at the time the application for dissolution would thereafter be presented, that nature of that tax would be known and the amounts due thereunder either established or ascertainable. They could not, in ostrich-like indifference to the facts of modern life ignore this almost positive certainty * * * [ 245 F.2d at 653 ; emphasis in original.]”

   1 later decision quote this exact passage · from the majority
   e.g. Kean v. Commissioner

3. “After determining that all the known debts and liabilities of a domestic corporation, in the process of winding up, have been paid or adequately provided for, the directors shall distribute all the remaining corporate assets among the shareholders and owners of shares according to their respective rights and preferences. [ 245 F.2d at 652 n. 12.]”

   1 later decision quote this exact passage · from the majority
   e.g. Kean v. Commissioner