The opinion of the court was delivered by: CLARY
This is an action for the refund of documentary stamp taxes assessed by the Commissioner of Internal Revenue and paid by the taxpayer under Section 1800 of the Internal Revenue Code, 26 U.S.C. § 1800. The Commissioner assessed the taxes upon the plaintiff corporation contending that certain promissory notes issued by that corporation were debentures of such a character as to bring them within the reach of Section 1801 of the Internal Revenue Code, 26 U.S.C. § 1801. The facts of the case have been substantially stipulated between the parties and there is no dispute as to the further facts adduced. Upon pleadings and proof I make the following
1. Plaintiff is and at all relevant times has been a corporation organized and existing under the laws of the Commonwealth of Pennsylvania with its registered office and principal place of business in Philadelphia, Pennsylvania. Plaintiff is engaged in the business of publishing magazines. (Stipulation, Paragraph 1, R18)
2. Defendant Francis R. Smith was at all relevant times Collector of Internal Revenue for the First Collection District of Pennsylvania. (Paragraphs 1 and 14 of Complaint and Paragraphs 1 and 10 of Answer)
3. Plaintiff desired to obtain additional funds for use in its business. On May 26, 1947, plaintiff's Board of Directors authorized and approved the execution and delivery of a loan agreement with nine banks and authorized certain officers to borrow on behalf of the Company amounts not exceeding $ 7,200,000 as and when such funds were needed for the purposes of the business. (Stipulation, Paragraph 2, R18)
4. A Loan Agreement, dated June 13, 1947, was entered into between plaintiff and nine banks, namely: Real Estate Trust Company, The Philadelphia National Bank, Tradesmens National Bank and Trust Company, Central-Penn National Bank of Philadelphia, Fidelity-Philadelphia Trust Company, The Pennsylvania Company for Banking and Trusts, The First National Bank of Philadelphia, all of Philadelphia, Pennsylvania, The First National Bank of the City of New York and Central Hanover Bank and Trust Company, both of New York, New York. (Stipulation, Paragraph 3, R18)
5. Under the Loan Agreement the nine banks agreed to lend plaintiff at any time and from time to time until December 31, 1948, sums in specified proportions not exceeding the aggregate principal amount of $ 7,200,000 at any one time. The banks' respective commitments were as follows:
Central Hanover Bank & Trust
Co. $ 1,000,000.
The First National Bank of the
City of N.Y. 1,000,000.
The First National Bank of
The Pennsylvania Company for
Banking & Trusts 850,000.
Central-Penn National Bank of
Tradesmens National Bank and
Trust Company 800,000.
The Philadelphia National Bank 750,000.
Real Estate Trust Company 150,000.
(Stipulation, Paragraph 4, R18)
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