DocketNumber： Docket No. 40888.
Citation Numbers： 22 B.T.A. 707, 1931 BTA LEXIS 2085
Judges： McMahon
Filed Date： 3/11/1931
Status： Precedential
Modified Date： 1/12/2023
*2085 The gift by a taxpayer to his wife and children of part of his interest under a contract whereby he was given the right to receive as compensation for services rendered a percentage of the net profits from the operation of an oil lease whenever the lease was obtained, can not operate to relieve the taxpayer from liability for tax upon the amount received under the contract and distributed to his wife and children according to the agreement.
*707 This is a proceeding for the redetermination of a deficiency in income tax for the year 1926 in the amount of $1,527.29. The petitioner alleges that the respondent erred in adding to his taxable income an amount of $24,761.30, received by him under a contract entered into between him and the Mammoth Oil Company, which amount it is alleged constituted taxable income of the petitioner's wife and children by virtue of an agreement made by the petitioner on December 31, 1921.
FINDINGS OF FACT.
The petitioner is a resident of Los Angeles, Calif. During the years 1921 to 1926 he was a resident of Colorado. *2086 Prior to 1921 the petitioner was engaged in the oil business. On January 7, 1921, the petitioner wrote a letter to E. L. Doheny, reciting that he and Doheny had both been attempting together to secure a lease from the United States upon the so-called Teapot oil structure embraced within the U.S. Naval Petroleum Reserve No. 3, and that petitioner had been devoting his time thereto. Therein he offered to continue his services for $400 per month and expenses. He stated, further, therein:
If successful in our effort, you will allow me in final complete settlement for my services in the matter and for my action in having brought the project to your attention ten per cent of the total net profits made from the project in such form as the same may be derived whether in money or stock of a Company formed. * * *
This offer was accepted by Doheny.
This contract continued in force for almost a year. On the 31st day of December, 1921, the petitioner, as party of the first part, entered into a contract with the Pioneer Oil and Refining Company and the Societe Belgo Americaine Des Petroles Du Wyoming, as *708 parties of the second part, which, after referring to the agreement*2087 between the petitioner and Doheny and after stating that Doheny was ready to retire from participation in acquiring the oil leases from the Government in consideration of a cash sum, provided that petitioner would cancel his contract with Doheny and release him and that:
2. In consideration of said release by first party of said Edward L. Doheny, and in lieu of the said contract of January 7, 1921, between the first party and Edward L. Doheny, the said parties of the second part agree to grant unto the said John Leo Stack, his heirs, successors, and assigns, a full and undivided 5 per cent nonassessable, working interest in any contract or contracts which they may obtain from the United States of America for the said double row of offset wells hereinabove referred to, after first deducting the amount of oil or other royalty reserved by the United States of America in such contract or contracts.
It is understood and agreed between the parties hereto that the remaining lands within the said United States Naval Reserve No. 3, exclusive of said lands embraced by said double row of offset wells, upon which second parties have oil placer locations or applications for leases pending, *2088 shall remain under and be subject to the control and disposition of second parties hereto: Provided, however, That second parties shall reserve unto the said John Leo Stack, his heirs, successors, or assigns a full and undivided 5 per cent working interest in and to such interest or interests as may be obtained by second parties, or either of them, in and to any lease or contract obtained by second parties, or either of them, upon their said mineral locations or lease applications; it being the intention of the parties hereto that as to the said lands the second parties shall have full power to deal with any other claimants holding under chains of title of second parties, or any person or corporation seeking leases or contracts in said Naval Reserve in any manner adversely thereto, with full power to dispose of any or all of said lands, as, in the judgment of the second parties, may seem meet and proper; the obligation of the second parties hereunder unto the first party being limited to a grant unto first party of a 5 per cent non-assessable, working interest of whatever interest second parties, or either of them, may ultimately obtain from said lands, first deducting the amount of*2089 oil or other royalty reserved to the United States of America.
The contract further provided that the parties of the second part should pay petitioner $5,000 for salary and services for five months.
On the same date the petitioner wrote a letter to his wife which is as follows:
My own dearest Frances:
I have this day entered into an agreement with the PIONEER OIL AND REEINING COMPANY and THE SOCIETE BELGO AMERICAINE DES PETROLES DU WYOMING, whereby in consideration of my relinquishment of my contract made January 7th, 1921 with Edward L. Doheny of California, these two companies agree to give me a five (5%) per cent interest in their entire holdings in TEAPOT DOME, WYOMING.
Therefore, in consideration of love and affection for you and our children, I hereby grant to you personally and to our five children the following division of my interest in, and whatever may
1/4 of my interest to you personally
1/2 of my interest to the five children, to be divided as follows:
1/10 to Margaret Elizabeth Stack
1/10 to Marie Louise Stack
1/10 to Mildred Frances Stack
*2090 1/10 to Aileen Bridget Stack
1/10 to Catherine Josephine Stack
If we are blessed with any additional children, my wish is that the 1/2 interest granted to our children be re-prorated to give the additional children an equal interest. The additional children to share only in the money accruing the year of their birth, and thereafter.
For convenience in performing whatever duties may arise in reference to my contract on the Teapot Dome, I respectfully request that you grant me the power-of-attorney to sign, execute and deliver all papers or documents and to act for your interest and the children.
If this is acceptable to you please sign below and hold this letter until I return from California.
Lovingly your husband,
JOHN LEO STACK.
I accept the interest in the above contract and grant on behalf of our children and myself personally a power-of-attorney to JOHN LEO STACK to sign, execute and deliver all documents or papers that may be involved in the above contract.
FRANCES S. STACK.
This letter was never recorded.
In order for the petitioner to collect on the contract with the Pioneer Oil and Refining Company it was necessary for him to institute suit against*2091 one Sinclair who had purchased the Pioneer Company. A Mr. Bonfils agreed to put up the money to enable the petitioner to prosecute the suit. Sinclair had offered the petitioner $50,000 for his interest under the contract, but petitioner refused the offer because he was informed by E. L. Doheny that his interest was worth over $1,000,000.
On September 25, 1922, the petitioner and Bonfils, as parties of the second part, entered into a contract with the Mammoth Oil Company, party of the first part, the material parts of which are as follows:
Witnesseth: Whereas said parties hereto have this day executed and delivered a contract concerning the disposition of the net profits arising from the sale and disposal of oil and/or gas produced and saved from the southeast quarter of section 21 and the southwest quarter of section 22, township 39 north, range 78 west, Natrona County, Wyo., a copy of which contract of agreement is hereto attached, marked "Exhibit A."
Now, therefore, for and in consideration of the execution and delivery of said contract and the performance of the obligations and covenants herein contained and set forth, it is agreed by and between the parties hereto as follows:
*2092 I That said Mammoth Co. shall pay to said parties of the second part the sum of $250,000 on or before the 15th day of October, 1922, * * *
II That on the 1st day of April, 1924, said parties of the second part shall have and are hereby given the right or option to sell to said Mammoth Co. *710 for the sum of $750,000 in cash, all of their right, title and interest in and to the contract above described, a copy of which is hereto attached, marked "Exhibit A." Said money to be paid them jointly and concurrently with the delivery to said Mammoth Co. of a proper assignment in writing evidencing said assignment, transfer, and release; Provided, however, That there shall be deducted from said sum of $750,000 the aggregate of any and all payments that may have been theretofore made to said parties of the second part by the Mammoth Co., under and by virtue of the terms of said contract marked "Exhibit A." hereto attached, and said Mammoth Co. agrees that it will pay to said parties of the second part jointly said sum of $750,000 less the credits and deductions above described, if any, on said 1st day of April, 1924, if written notice is delivered to it on or before the 15th day*2093 of March, 1924, of the election of said parties of the second part jointly to exercise their said option of assigning and delivering their interest in said contract for said consideration.
* * *
IV It is further expressly understood and agreed that in consideration of the payment of said sum of $250,000 on October 15, 1922, and the agreements set forth in paragraphs 2 * * * hereof, as hereinbefore provided, and the assignment to said Mammoth Co. of the interests of said parties of the second part in the memorandum of agreement dated December 31, 1921, wherein said John Leo Stack is party of the first part and the Pioneer Oil & Refining Co. and the Societe Belgo Americaine Des Petroles Du Wyoming are parties of the second part, that any and all matters and disputes and all controversies by and between the parties hereto and each and all of them, respectively, concerning the title to the land described in the lease agreement dated April 7, 1922, covering the land known as naval reserve No. 3, and each and every part thereof, shall be and is hereby compromised, adjusted, and settled by and between each and all of the parties hereto jointly and severally, and that said assignment*2094 and mutual settlement concerning the title to said lands herein mentioned, shall be and is an additional consideration for each and all of the premises, options, grants, rights, and privileges respectively set forth herein.
* * *
The petitioner received the $250,000 mentioned in the above contract. Eighteen months later he exercised the option provided for in paragraph II and received notes of the Mammoth Oil Company for $750,000.
Petitioner's wife maintained a separate bank account, and the petitioner maintained one in the name of "John Leo Stack, Trustee," for his children. All expenses of the children were charged against their account. As monies were received from the various contracts mentioned above, they were segregated into the various accounts according to the agreement set forth in petitioner's letter of December 31, 1921.
In 1926 the petitioner sold some of the notes received from the Mammoth Oil Company to Sinclair and received therefor $34,127.12. Of this amount the petitioner returned only $8,531.78 on his income tax return. The remainder was included in the returns filed by the petitioner's wife and by him as trustee for the children. The respondent*2095 added the amount of $24,761.30 ($25,595.34 less $834.04 *711 representing allowable deductions included in the returns of the wife and of the petitioner as trustee) to the petitioner's income as "income from the sale of notes received for services rendered to the Mammoth Oil Co." This action of the respondent gave rise to the deficiency in controversy.
OPINION.
MCMAHON: In the instant proceeding the petitioner contends that by his letter of December 31, 1921, he made a valid and completed gift to his wife and children of three-fourths of his interest under the Pioneer Oil Company contract, and that when he sold such interest to the Mammoth Oil Company three-fourths of the amount received under that contract was taxable income to his wife and children and not to him.
Upon an examination of all the various contracts and petitioner's letter, it is clear that the interest in the leases that the petitioner received from Doheny in the first place was compensation for services rendered, and that his right to receive 10 per cent of the net profits "if successful in our efforts" was nothing more than a right to receive future income. By the contract with the Pioneer Oil Company*2096 the contract with Doheny was canceled and the petitioner was given a "full and undivided 5 per cent interest in any contract or contracts which they may obtain." In his letter to his wife of the same date the petitioner granted to his wife and children a percentage of "my interest in, and whatever may accrue as a result of, this contract I have this day entered with these companies."
On September 25, 1922, the petitioner entered into a contract with the Mammoth Oil Company by which he was granted an option to sell to it his interest under the Pioneer Oil Company contract. This option was exercised and the Mammoth Oil Company made the payment of $750,000 in notes, some of which were sold during the taxable year. The only question in this case is whether, upon such sale, the entire proceeds should be included in the petitioner's gross income, or whether three-fourths may be returned by his wife and children in accordance with petitioner's letter of December 31, 1921. The petitioner and his wife testified that after December 31, 1921, they both recognized her interest and that of the children in accordance with the letter, and that they considered the terms of the letter still in*2097 force. Conceding that the petitioner intended to make a gift of a part of his interest and that his wife knew of it and accepted the gift, it is at most a gift of future income. It does not appear that the leases from which the income was expected to arise were in existence. The petitioner contends at length that this was a transfer of property interests; that the contract with the Mammoth Oil Company *712 was a sale of property interests, and that the amounts received therefrom and distributed by the petitioner to his wife and children are not taxable income of the petitioner. We fail to see how the petitioner had any property interests to transfer. As we have stated above, all that he had was a right to receive a share of the profits if and when the leases could be obtained upon the property. The Board and courts have held that the assignment of future income alone can not operate to relieve the assignor of tax liability. See ; ; ; and *2098 .
Another reason is that the amounts received were in the nature of compensation for services rendered, and the Supreme Court of the United States has held that the recipient of salary can not give or assign his right to receive such salary so as to relieve himself of tax liability thereon. See .
Reviewed by the Board.