FACTS: Defendant federal government challenged the district court's decision granting summary judgment to plaintiff taxpayers after defendant assessed tax deficiencies for 1959, 1960, and 1961. Plaintiffs, husband and wife, owned 80 percent of the shares in a corporation they formed to sell oil and gasoline. Plaintiffs' employee bought the remaining 20 percent of shares, paying $ 7,500 cash and agreeing to pay $ 23,000 more over five years. Plaintiffs then sold the corporation certain depreciable assets, reporting the gain from the sale as long-term capital gain under I.R.C. § 1231. Defendant argued that the gain was ordinary income under I.R.C. § 1239. On appeal, the court held that plaintiffs' employee was a "shareholder" under Louisiana law because the unpaid-for shares had been "allotted" to him. However, because the value of the employee's shares was less than 20 percent due to contractual restrictions on those shares, the corporation was plaintiffs' alter ego. Any gain on plaintiffs' sale of property to the corporation was taxable as ordinary gain under I.R.C. § 1239 rather than as capital gain under I.R.C. § 1231. The court rendered judgment and reversed without remand.
CONCLUSION: The court reversed without remanding the decision of the district court granting summary judgment to plaintiff taxpayers. The gain plaintiffs realized upon selling depreciable assets to a closely-held corporation in which they controlled more than 80 percent of stock was taxable as ordinary income rather than as capital gains; therefore, defendant federal government's assessment of tax deficiencies against plaintiffs was correct.
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