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Although its focus was on the "trust fund" doctrine,2 we
interpret the Hunter v. Fort Worth Capital Corp., supra, opinion
to hold that article 7.12 is the sole legal authority for a
dissolved Texas corporation to pursue claims or to defend against
liabilities. See Anderson v. Hodge Boats & Motors, Inc., 814
S.W.2d 894, 896 (Tex. Ct. App. 1991); Weibel v. Martin Indus.,
Inc., 806 S.W.2d 345, 346 (Tex. Ct. App. 1991) (article 7.12 only
provides for survival of any right or claim existing or any
liability incurred before dissolution). The Federal income tax
liabilities in this case are clearly post-dissolution liabilities
that are outside the cited statutory authority and may not be
litigated by petitioner.
Although petitioner was dissolved at the time, absent a
notice to respondent of a fiduciary relationship under sections
6903 and 6212(b)(1), respondent was justified in issuing the
notice directly to and in the name of petitioner. Sec.
6212(b)(1); Great Falls Bonding Agency, Inc. v. Commissioner,
63 T.C. 304 (1974); Comfort Home Builders, Inc. v. Commissioner,
T.C. Memo. 1995-225.
Petitioner's Motions
2The trust fund doctrine is an equitable principle that
contemplates that assets of a dissolved corporation are held in
"trust" for the benefit of the creditors of the corporation. See
In re MortgageAmerica Corp., 714 F.2d 1266 (5th Cir. 1983);
Albert v. Commissioner, 56 T.C. 447 (1971).
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