United States Court of Appeals for the Fifth Circuit
376 F.2d 402 (1967)
Curtis L. Parker and his wife (plaintiffs) owned an oil and gasoline business. In 1959, Parker and his employee, B.K. Eaves, incorporated the business. The corporation had 1,000 shares of outstanding stock. Parker subscribed to 800 shares and Eaves subscribed to the remaining 200. The Articles of Incorporation granted the corporation a right of first refusal on all outstanding shares of stock. All stock certificates reflected this restriction. Parker and Evans independently entered a stockholders’ agreement that gave Parker the right to purchase Eaves’ shares should Eaves’ employment terminate. Eaves’ stock certificates included a legend indicating they were subject to the stockholders’ agreement between Parker and Eaves. At the first meeting of the board of directors, Parker sold depreciable assets to the corporation. The assets were valued at $95,738.70, which the corporation agreed to pay with interest in ten annual installments. Parker characterized the gain upon sale of these assets as long-term capital gains. The Commissioner (defendant) disallowed this characterization and treated the gain as ordinary income, assessing deficiencies for 1959, 1960, and 1961. The Parkers paid the taxes under protest and brought suit in district court for a refund. The district court granted the Parkers’ motion for summary judgment.
Rule of Law
Holding and Reasoning (Goldberg, J.)
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