Dahlinger v. Commissioner , 20 B.T.A. 176 ( 1930 )

CHARLES W. DAHLINGER, PETITIONER, v. COMMISSIONER OF INTERNAL REVENUE, RESPONDENT.

Dahlinger v. Commissioner

Docket No. 33721.

United States Board of Tax Appeals

20 B.T.A. 176; 1930 BTA LEXIS 2189;

June 30, 1930, Promulgated

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1. A contribution to the Pennsylvania League of Women Voters held deductible under section 214(a)(11), Revenue Act of 1921.

2. The sale of certain stock was not consummated after December 31, 1921, and the profits therefrom are not taxable under the capital gain provisions of the Revenue Acts of 1921 and 1924.

W. W. Booth, Esq., and W. A. Seifert, Esq., for the petitioner.

Bruce A. Low, Esq., for the respondent.

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MURDOCK

The Commissioner determined deficiencies in the petitioner's income taxes as follows:

Year:	Amount
1923	$1,817.85
1924	364.37
1925	490.37

The petitioner alleges that the Commissioner erred: (1) in disallowing a deduction of $250, the amount of a contribution to the Pennsylvania League of Women Voters in 1923; (2) in refusing to tax an installment profit of $13,362 for each of the years 1923, 1924, and 1925, realized upon the sale of certain stock, under the capital gain provisions of the Revenue Acts of 1921 and 1924.

FINDINGS OF FACT.

1. The petitioner is a resident of Pittsburgh, Pa.

2. In 1923 he contributed $250 to the League of Women Voters, a Pennsylvania corporation of the first class, organized in 1919 for an educational undertaking, without stockholders and not for profit. It has no social features. Article two of its by-laws states the object of the organization: "This corporation is formed for the purpose of promoting the education of women voters and furthering better government." Any woman who subscribes to the purpose of the corporation is eligible for membership. The league is supported by dues of $1 or $2 and contributions, which have amounted annually to between $40,000 and $60,000. This fund is expended for literature and bulletins, expenses of field workers or organizers, rentals, clerical services, and in conducting a school in connection with the University of Pennsylvania. There are no paid officers. The work is done through county and district organizations to which speakers are sent to discuss political issues, functions of government, and problems of citizenship, along nonpartisan Lines. It does not attempt to aid any party or candidate. The league has advocated voting machines, better election laws and bond issues. On other subjects it endeavors to present through local meetings and its monthly bulletin facts for and against each issue, so that the women may vote intelligently on these matters.

3. The Pennsylvania League of Women Voters was in 1923 a corporation organized and operated exclusively for educational purposes, no part of the net earnings of which inured to the benefit of any private stockholder or individual.

4. On December 8, 1919, Frazier & Co., a firm of brokers, wrote to Charles W. Dahlinger, confirming a conversation of December 4, 1919, stating that the latter had informed the writers that he alone had been specifically authorized by all of the members of the board of directors of the Columbia Plate Glass Co. to negotiate and sell either all of the assets of that company or at least a majority of the outstanding shares of the stock of the company. It further stated that the writers desired to purchase all of the assets or all of the capital stock of the Columbia Plate Glass Co., and agreed to pay the sum of $2,500,000 for the same, provided that the plant, properties and assets of the company came up to certain specifications which were set forth in the letter. The letter was in part as follows:

That as an evidence of good faith on our part, we now deposit the sum of Fifty Thousand ($50,000) Dollars with the Second National Bank of Allegheny, in the City of Pittsburgh, Pennsylvania, in trust, to be held by said bank until the sale is consummated, and in case of consummation the said sum is to be credited on account of the purchase price to be paid by us.

The letter also stated that after this deposit, the writers could send their representatives into the company's plant for the purpose of making an appraisal, and they should have until January 5, 1920, to complete investigations, and a reasonable time thereafter, not to exceed 30 days, to conclude the purchase, pay over the purchase price and receive the transfer of the property and assets of the company. Dahlinger was to have the right and privilege of selling either a majority of the capital stock of the company, consisting of 10,000 shares of the par value of $100 per share, on the basis of $2,500,000 for all of it, or to sell the real estate plant and assets of the corporation for the sum of $2,500,000.

5. Acting on behalf of the directors, Dahlinger accepted the proposition stated in the above mentioned letter.

6. On December 30, 1919, Dahlinger wrote a letter to Frazier & Co. confirming a conversation of even date in regard to certain details of their contract of December 8, 1919, stating that they had come to an understanding on certain enumerated points. Included in these points were the following:

2. You to assume payment of income taxes for 1919 and previous years in case of any resettlement.

* * *

6. We agree to assume the payment of any sum that may be found against us or which we may pay in settlement of a suit of H. K. Hitchcock against the Columbia Plate Glass Company for infringement of a patent right, and any other suits which may be brought from our conduct of the business to date of settlement - this latter guarantee to be binding for one year from date of settlement by you with us.

7. We acknowledge herewith receipt of your check for Fifty Thousand ($50,000) Dollars as an additional payment on account of purchase price * * *.

7. On the same day Frazier & Co. acknowledged that the terms set forth in the above-mentioned letter were in accordance with the understanding entered into in regard to the terms of the original agreement of December 8, 1919.

8. On January 27, 1920, Dahlinger, William E. Conroy and others, as parties of the first part, owning 7,100 shares of stock in the Columbia Plate Glass Co., entered into an agreement with Frazier & Co., as parties of the second part, to sell their stock to the latter for $2,196,069.44, "which includes interest to the date of maturity of the installments as hereinafter provided." The Dollar Savings & Trust Co. was also a party to this agreement. Attached to this agreement as Exhibits A and B, and made part thereof, in so far as they did not conflict with it, were the two agreements, one dated December 8, 1919, and the other dated December 30, 1919, above referred to. The agreement provided:

* * *

AND the said Frazier & Co., agree to purchase the said shares of stock upon said terms and conditions:

FIRST: The said shares of stock are to be paid for by Frazier & Co., to the trustee hereinafter provided for, in installments as follows:

December 30, 1920	$ 406,277.77
June 29, 1921	51,770.83
December 30, 1921	347,604.16
June 29, 1922	41,416.67
December 30, 1922	337,250.01
July 1, 1923	31,062.50
December 30, 1923	326,895.83
June 29, 1924	20,708.33
December 30, 1924	316,541.66
June 29, 1925	10,354.17
December 30, 1925	306,187.51
Total	$ 2,196,069.44

All of which items include interest to maturity of the respective installments.

PROVIDED, that any liabilities of the Columbia Plate Glass Company as specified in Exhibits "A" and "B" hereinbefore referred to and for the payment of which said shares of stock are hereby pledged and which the trustee hereinafter provided for shall pay, shall be deducted from the installments next coming due after the payment of the said liabilities by the trustee, before any amounts due the first parties hereto shall be paid to them, or any of them. PROVIDED, HOWEVER, that no liability shall attach to the first parties hereto by reason of any claim for infringement of patent rights made against the Columbia Plate Glass Company, except in the matter of the suit brought by H. K. Hitchcock against said company and which is now pending.

SECOND: The said certificates representing the stock hereby agreed to be sold, shall be deposited, duly endorsed in blank for transfer, with the Dollar Savings and Trust Company, the party of the third part hereto, which shall hold the same for the parties of the first part hereto and as security for the purchasers against the liabilities hereinafter referred to and for delivery to Frazier & Co., the party of the second part hereto, as hereinafter provided, to be so held until the terms of this agreement shall have been fully complied with.

THIRD: And whenever the said installments of principal and interest shall have been paid by the purchasers, the title to said stock shall become vested in them and the trustee shall transfer and deliver the certificates representing the same to them.

* * *

9. Following the above quoted provisions of the contract, there was a provision that, in the event the purchasers desired to obtain delivery of said shares of stock prior to the time therein specified, they could do so at any time after first substituting for the shares of stock $1,705,000 par value of the 6 per cent serial gold notes of the National Plate Glass Co. (to which it was intended that the plant and assets of the Columbia Plate Glass Co. would be later transferred) and such other securities of equal negotiability satisfactory to the trustee to the value of $125,000. The dates of the maturity of these various notes were set forth in the agreement and it was provided that if any of them should be called before maturity, the purchasers could substitute other securities satisfactory to the trustee. The trustee was to deliver the shares of stock to the vendees and accept the notes and other securities in lieu of the stock as collateral security for the payment of installments of principal and interest, and in case of default in the payment of the installments of principal and interest, the trustee could sell all or a part of the securities at which sale the parties of the first part could bid and buy, provided that at the expiration of the period of the agreement, the trustee should return any surplus funds realized from the sale of the securities to Frazier & Co. The agreement next provided:

FOURTH: Upon delivery to the trustee of said notes and other securities provided for hereunder, the said Frazier & Co., shall no longer be personally liable for the payment of the said installments or of the said notes or other securities or the interest upon any of them; the delivery of the said notes of the National Plate Glass Company and other securities to said trustee to fully release and discharge Frazier & Co., and their assigns of all liability whatsoever to the said parties of the first part hereto, or under said prior agreements herein mentioned, and except to furnish other securities in case the said notes or other securities first delivered are called for payment before maturity as hereinbefore set forth.

FIFTH: The trustee shall collect the interest maturing from time to time upon said notes of the National Plate Glass Company and other securities delivered by Frazier & Co., to it hereunder and slall apply the full amount of the same on account of the payments due to the parties of the first part from time to time, except that the trustee shall pay to Frazier & Co., out of the proceeds of the coupons maturing July 1st, 1920, so much of the interest represented by said coupons as shall have accrued from January 1st, 1920 to February 11th, 1920.

10. On February 11, 1920, Frazier & Co. notified the Dollar Savings & Trust Co. that it desired to obtain delivery of the shares of stock of the Columbia Plate Glass Co. in accordance with the agreement dated January 27, 1920, and it then deposited with the trust company certain serial gold notes of the National Plate Glass Co. of the par value of $1,705,000 and $130,000 in cash pending approval by the trust company of additional securities satisfactory to it of the par value of $125,000. All of the stock of the Columbia Plate Glass Co., which had theretofore been endorsed in blank and deposited with the trust company in accordance with the agreement, was then delivered to Frazier & Co.

11. The Hitchcock patent suit was settled by the sellers at some time, probably in 1920. In 1923 the sellers settled with Frazier & Co. the liability of the sellers to pay the income tax of the Columbia Plate Glass Co. for the period from January 1, 1920, to February 11, 1920. The record does not show that the sellers were ever called upon to pay any other sum under their agreement on account of the conduct of the business up to the date of settlement. The trust company made the last payment to the sellers on January 2, 1926, and finally closed out the account on its books on April 26, 1927.

12. On February 10, 1923, Frazier & Co. and the Dollar Savings & Trust Co., trustee, entered into an agreement whereby Frazier & Co. substituted notes of the Fisher Body Corporation in lieu of the remaining National Plate Glass Co. notes of the par value of $900,000 which were called for payment. This agreement recited:

WHEREAS, under said agreement [January 27, 1920] Frazier and Company have certain rights and claims, which rights and claims were in consideration of the payment of the sum of Ninety-two Thousand Five Hundred ($92,500.00) Dollars on July 1, 1921, released to the said Trustee for the use of the said stockholders of the Columbia Plate Glass Company.

Now, in consideration of the premises and the release by Frazier and Company of the Dollar Savings and Trust Company, Trustee, for the use of the stockholders of the Columbia Plate Glass Company joining in said agreement of January 27, 1920, of any and all claims or demands in law or equity arising out of said agreement, and the release by the Dollar Savings and Trust Company, Trustee, of Frazier and Company of the performance of any further obligations under said agreement, the said Frazier and Company hereby agree to supply, and the said Dollar Savings and Trust Company, Trustee, hereby agree to accept in exchange for said National Plate Glass Company notes now held by it as Trustee, notes of the Fisher Body Corporation dated February 1, 1923, in the amounts, maturities and prices as follows: * * *

13. Frazier & Co. paid the various installments when each came due in accordance with the agreement of January 27, 1920, except as indicated in the agreement of February 10, 1923.

14. The petitioner had owned his Columbia Plate Glass Co. stock for more than two years prior to 1920.

15. The petitioner reported a profit of $13,362 for each of the years 1923, 1924, and 1925 from the sale of his Columbia Plate Glass Co. stock, on which he computed a tax at the rate of 12 1/2 per cent. The Commissioner included this item of $13,362 with other income for each year, computed the tax on the income at normal and surtax rates, and thereby determined the deficiencies.

16. The sale of the petitioner's stock in the Columbia Plate Glass Co. was not consummated after December 31, 1921.

OPINION.

MURDOCK: The petitioner, having contributed $250 to the Pennsylvania League of Women Voters, claims the right to deduct the amount under section 214(a)(11) of the Revenue Act of 1921, which allows the deduction of contributions to corporations "organized and operated exclusively for religious; charitable, scientific, literary or education purposes, * * * no part of the net earnings of which inures to the benefit of any private stockholder or individual." We are convinced that during the year 1923, the Pennsylvania League of Women Voters was a corporation organized and operated exclusively for educational purposes and that no part of its net income inured to the benefit of any individual. The deduction of this contribution should be allowed subject to the 15 per cent limitation. ; ; ; ; .

The petitioner contends that the profit which he received in each of the years before us from the sale of the Columbia Plate Glass Co. stock is taxable under section 206 of the Revenue Act of 1921 or section 208 of the Revenue Act of 1924. The provisions of these two sections, so far as pertinent hereto, are the same. The parties are in agreement as to the amount of profit applicagle to each year, and disagree only as to the method of taxing that profit. The petitioner claims that the profit for each year should be taxed as a capital gain at the 12 1/2 per cent rate. The respondent claims that the annual gain should be taxed in the usual way with any other income. He concedes that the use of the installment sales method chosen by the petitioner to report his profit from this sale is proper. The question turns upon the proper interpretation of subparagraph (a)(1) of the above sections, which appeared for the first time in the Revenue Act of 1921, and is as follows:

The term "capital gain" means taxable gain from the sale or exchange of capital assets consummated after December 31, 1921.

The Congressional Committee reports relating to the Revenue Act of 1921 show that the provisions of section 206 were intended to be remedial or relief legislation, i.e., to permit sales of capital assets to be made without fear of prohibitive tax, which sales it was believed were being prevented by the high rates of tax. On September 2, 1921, Dr. T. S. Adams, Tax Adviser to the Treasury Department, was making a statement to the Finance Committee of the Senate in regard to the provision as it had come from the House. The record of that hearing contains the following:

Dr. ADAMS. This section 207 [later amended and made 206] was adopted by the House in the belief that a great many important transactions in the way of the sale of capital assets are now being held up or blocked by the heavy rates of taxation. * * *

Sen. CURTIS. No man makes a sale of that kind unless he feels he is justified in paying the tax.

Dr. ADAMS. That is the point. Thousands of these sales are now being held up.

Sen. CURTIS. Your idea is to relieve that situation?

The report of the Finance Committee made by Senator Penrose under date of September 26, 1921, contained the following:

Section 206 limits the rate of taxation upon gain derived from the sale of capital assets. Under the present law many sales of farms, mineral properties, and other capital assets have been prevented by the fact that gains and profits earned over a series of years are under the present law taxed as a lump sum and the amount of the surtax excessively enhanced thereby. In order to permit such transactions to take place without fear of prohibitive tax, section 206 provides * * *.

Most cases in which the word "consummate," in one form or another, is discussed, deal with the question of when a sale is consummated to the extent necessary to entitle a broker to his commission, to which question special rules of law apply. That question and the one now before us are quite different, and, therefore, these cases are not a safe guide or even a helpful authority in determining the meaning of this word as used in the sections in question. The word "consummated," except perhaps as it applies to the question of brokers' commissions, does not have any legal meaning or significance distinguishable from its usual and ordinary meaning. Therefore, we resort to the definition of this word as given in standard dictionaries now in general use where the transitive verb "consummate" is defined as follows: "To bring to completion; to raise, bring or carry to the highest or utmost point or degree; to complete; to finish; to perfect; to achieve; to fulfill." The word "consummated," as used in the Act, is the past participle of the transitive verb above defined.

Having in mind the definition of the word "consummated," we must next consider the word "sale," for the real difficulty in this case is to determine when the sale was consummated within the meaning of the sections in question. This word "sale" has a well recognized legal significance.

The distinction between a contract to sell and a sale is fundamental in the law of sales, as is pointed out in Williston on Sales, 2d ed., vol. 1, ch. 1, where the following definitions are given:

A contract to sell goods is a contract whereby the seller agrees to transfer the property in goods to the buyer for a consideration called the price.

A sale of goods is an agreement whereby the seller transfers the property in goods to the buyer for a consideration called the price.

* * *

The distinction is some times expressed by the terms "executory" and "executed" sales. Whether a bargain between parties is a contract to sell or an actual sale, depends upon whether the property in the goods is transferred. If it is transferred, there is a sale, an executed sale, even though the price be not paid.

Sales and contracts to sell may both be subject to conditions expressed or implied, and conditions may be conditions subsequent or conditions precedent. A condition precedent requires that something shall happen prior to the vesting of the property in the buyer. A condition subsequent divests by its happening a title which has already vested.

In the present case it is conceded by all that title to the stock passed before December 31, 1921. But the petitioner points out that on that date the purchase price had not been fully paid, the income-tax liability of the Columbia Plate Glass Co. had not been settled, the trustee had many duties to perform, and in order to complete the sale it was necessary to bring to completion these details of the sale in accordance with its terms. He argues that the sale was not brought to completion or carried to the utmost point until after December 31, 1921, and in the alternative, that it is at least doubtful whether the sale was not brought to completion or carried to the utmost point after December 31, 1921, and therefore, judgment on this point should be in his favor because the provision being remedial legislation, should be liberally interpreted to accomplish its intended purpose. Citing . And, furthermore, he argues that if there is any doubt as to the meaning of the section, that doubt should be resolved in his favor. Citing ; ; ; ; and .

It is apparent, however, that the sale in question had taken place in the year 1920, had not been prevented and was not being held up by any fear of prohibitive tax, but, on the contrary, had progressed to a point beyond which there was no recall long before the Revenue Act of 1921 was approved, and long before the committee reports above referred to were made. The sellers did not wait for any tax relief, and, so far as we know, did not expect any. Clearly, the sale was not one of those to which Congress intended the relief to apply. Section 206 was a new plan of taxation which supplemented the old, and in order to make clear under what circumstances the new plan should apply, Congress chose a future date, December 31, 1921, and a significent event, namely, a consummated sale, so that the act would in nowise be retroactive and taxpayers contemplating sales would know in advance just what tax liability would result from a sale. This was a reasonable legislative plan which the Act fulfilled if fairly read.

Furthermore, a proper application of the statutory rule of liberal interpretation invoked by the petitioner does not require that the law of sales be disregarded or unduly stretched. Although a contract to sell is consummated when the parties execute it, a sale, even where the subject of a contract, is incomplete and imperfect until title passes. But a sale is complete when title passes. At that moment both parties to the sale achieve what they set out to accomplish by the sale. A seller who formerly had property which he desired to sell, thereafter had that property no longer. He thereupon exchanged his right and title to the property for the purchase price or the purchaser's promise to pay it. The property thereafter belonged to the purchaser and he had what he did not have before, an obligation to pay for it. The passing of title irrevocably and finally changes the rights of the parties to a sale. A sale is then "consummated."

But, the petitioner argues, on December 31, 1921, he had not received all of the purchase price, and he still had to settle the income-tax liability of the Columbia Plate Glass Co. Suppose he never received these unpaid installments. Can he say, on that account, that his stock which had been delivered and almost half paid for, had not been completely sold? Would any one say that the stock was not sold and the sale a thing of the past? In this connection note that on December 4, 1919, $50,000 was deposited by the purchasers to be credited on the purchase price when the sale was "consummated." We do not know just when it was credited, but apparently it was credited on or before January 27, 1920. The payment of these installments and the settlement of the incometax liability admittedly were not conditions to the passing of title to the stock under the arrangement for substituting bonds, nor could title be divested by a failure to make the payments or settle the tax liability. These provisions were covenants rather than conditions. ; ; ; ; ; . If the installments were not paid when due, the petitioner could enforce his rights to the purchase price given him by the sale, but he could not recall his title in the stock or replevin it. By the terms of the contract, he was required to look to the security deposited by the purchaser with the trust company, and he could not hold the purchaser personally liable or look directly to the stock. If the seller had failed to settle the income-tax liability, he would have subjected himself to a suit for damages, or, probably, in accordance with the agreement, the purchaser would have had the trustee delay payments of the purchase price sufficiently to protect the purchaser in this connection.

It therefor appears to us that in limiting the application of the special rate of tax on capital gains to the gain on sales consummated after December 31, 1921, Congress did not intend that it should apply in every case where taxable income from a sale was received after December 31, 1921, but, on the contrary, intended that it should apply only in the case of income received after December 31, 1921, from sales which on that date had not reached that final state which results from the passing of title to the property sold. . Cf. ; ; ; , . On this point our judgment is for the respondent.

Reviewed by the Board.

Judgment will be entered under Rule 50.

MARQUETTE dissents.

ARUNDELL, SEAWELL

ARUNDELL, dissenting: In my opinion the activities of the League of Women Votes, to which petitioner contributed, in advocating such municipal or legislative measures as voting machines, better election laws and bond issues, bring that organization within the decision in Joseph M. Price,12 B.T.A. 1186">12 B.T.A. 1186, in which we held that the civic fund of the City Club of New York was not organized and operated exclusively for educational purposes within the meaning of the statute. In the Price case we said in part:

Even if it be conceded that there is some element of education in the dissemination of information through the club's publications, its advocacy of or opposition to candidates and proposed municipal measures carries it beyond the exclusively educational purposes contemplated by the taxing statute.

LANSDON, SMITH, and MCMAHON agree with this dissent.

SEAWELL, dissenting: I am not persuaded that the correct interpretation has been placed on subparagraph (a)(1) of section 208 of the Revenue Act under discussion. The decision is based upon the definition of one word in the section, the word "consummated"; and the section is discussed as if this word were removed and the italicized words which I here supply in its stead were placed in the section, and the section written as follows: "The term 'capital gain' means taxable gain from sale or exchange of capital assets" derived from contracts executed "after December 31, 1921." The words "consummated" and "executed" are not synonymous. "Consummated" is a more inclusive word, and itself has a wider and a more significant meaning in a taxing statute than it has in a brokerage contract or in ordinary and usual speech. For instance, in an old but important tax case in the Court of Claims it was said: "An act is not consummated where anything in relation to it remains to be done"; and it was there held that although handing money to an officer of the United States Government would ordinarily consummate payment to the Government, yet in the light of the statute then under discussion, it was held necessary to do more, i.e., to cover the payment into the treasury by a "covering-in warrant" before the payment was "consummated." By this unusual enlargement of the meaning of the word "payment" effect was given to the statute enacted for the protection of depositors in national banks. (.)

A "consummated" sale or exchange of capital assets under the statute, in this case, must include the payment of the sale price or receipt of the property taken in exchange if there is to be "taxable gain" - in reference to which the law was enacted and without which there was no purpose in its enactment. A contract without payment of the consideration might be consummated to the extent necessary to support an action for damages for its breach; or to support an action for specific performance if it related to the sale of land; but we are not dealing with a tax on contracts, but rather with "taxable gain" growing out of contracts under a taxing statute which must be construed liberally in favor of the taxpayer, and in the construction of which it is most necessary first to consider the context. Mr. Justice Story said: "The legislature must be presumed to use words in their known and ordinary signification, unless that sense is repelled by the context." (.) In remedial statutes, such as we have under consideration, it is said to be proper to extend the construction of words beyond their natural import and effect in order to afford the relief indicated in the context. (; .) Professor Williston's definition of a contract, given in the opinion, has reference to ordinary commercial sales, an entirely different proposition from that here involved. It does not appear necessary, however, to place any very strained construction or definition on the words of this statute, if we will keep in mind the fact that this is a taxing statute, having reference to the Sixteenth Amendment and intended to relieve a former burdensome provision of the law. No tax liability can attach to a mere contract of sale or of exchange, executory or executed, but only to the taxable gain received by the contracting party under the contract. Incomes are taxable only in the year in which they come in. "Taxable gain" is not consummated whether it grows out of a sale or of an exchange of capital assets under a contract made before or after December 31, 1921, until it is received by the seller or bargainer. A sale or exchange is not "complete, finished, raised or carried to the highest or utmost point or degree," - consummated, for tax purposes, until the consideration is paid.

Further, the construction of the statute as made in the Board's opinion and decision, it occurs to me, might lend itself to inequalities of taxation which Congress did not intend. By way of illustration: A and B are each the owner of $100,000 par value of stock in the same corporation, for which they respectively paid at the same time, at a date since March 1, 1913, the sum of $50,000. On December 31, 1921, a Sells his stock to C for $100,000, payable $50,000 on July 1, 1922, and $50,000 on July 1, 1923, and delivers the stock to C; and on January 1, 1922, B sells his stock to C for $100,000, payable $50,000 on July 1, 1922, and $50,000 on July 1, 1923, and delivers his stock to C. A and B are each paid by C at the time and in the amounts contracted; and by the several transactions A and B each receive a taxable gain of $25,000 on July 1, 1922, and $25,000 on July 1, 1923. Did Congress, under the given circumstances, intend to tax A at one rate and B at another rate upon their respective incomes, identical in amount, received at the same time from the same person for like consideration? This would seem a consummation devoutly not to be wished.