West Texas Refining & Development Co. v. Commissioner’s Empirical Analysis
68 F.2d 77 · 1933
Citation profile
44 federal appellate · 11 district · 9 state decisions
How this case has been cited
Cited by 79 later decisions — most recently March 2022 · most notably Cyr v. B. Offen & Co. (1974), 109 N.J. Super. 555 - McKee v. Harris-Seybold Co. (1970)
44 federal appellate · 11 district · 9 state decisions
Later decisions citing this case, by decade. The current decade is in progress, and our corpus holds fewer opinions from the most recent years, so the latest bars are undercounted — not a real decline.
Relationships
Relies on Pinellas Ice & Cold Storage Co. v. Commissioner · Cortland Specialty Co. v. Commissioner · American Railway Express Company v. Commonwealth · Prairie Oil & Gas Co. v. Motter · Valley Bank v. Malcolm
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 79 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.
““The general rule is that where one corporation sells or otherwise transfers all of its assets to another corporation, the latter is not liable for the debts and liabilities of the transferor. * * * “To this general rule there are four well recognized exceptions, under which the purchasing corporation becomes liable for the debts and liabilities of the selling corporation. (1) Where the purchaser expressly or impliedly agrees to assume such debts; (2) where the transaction amounts to a consolidation or merger of the corporations; (3) where the purchasing corporation is merely a continuation of the selling corporation; and (4) where the transaction is entered into fraudulently in order to escape liability for such debts.””
5 later decisions quote this exact passage · from the majority““All the above transactions were related, and it is readily apparent that after they were effected the business enterprise thereto fore carried on by Armour, Inc., namely, that portion of an overall construction business consisting of the ownership and maintainance of the equipment was thereafter earned on by Excavating. The individual petitioners continued to own, through their ownership of Excavating, the same proprietary interest in the essential operating assets. During the interim, 1948 to 1959, that the overall construction business was divided between Armour, Inc., and Excavating, each corporation accumulated substantial earnings— Armour accumulating approximately $638,000 and Excavating accumulating about $505,000. Upon the liquidation and dissolution of Armour, Inc., the petitioners received and retained cash and accounts receivable of about $1 million in addition to certain real estate of a value of approximately $109,000. We think the substance of all these transactions was a statutory reorganization of Armour, Inc., in connection with which the petitioners retained the cash and accounts receivable. “Section 368(a) (1) (D) of the Code basically provides that the term ‘reorganization’ includes a transfer by a corporation of all or a part of its assets to another corporation if immediately after the transferrer or one or more of its shareholders is in control of the corporation to which the assets are transferred. As is evident from what has been said above, these co”
1 later decision quote this exact passage · from the majority
How this case has been treated — in progress
Whether each later court followed, distinguished, criticized, or overruled this decision. The treatment classification (task #35) runs highest-cited cases first and lights up here as it reaches this one.