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Energy (EIN 76-0351014), a Delaware corporation. Effective
December 31, 1991, pursuant to Delaware Corporation Law, New
Petroleum merged into Energy and ceased to exist. Energy was the
surviving corporation under Delaware law and is the petitioner in
the instant case with respect to 1985.5
Issue 1. Equitable Estoppel for the Taxable Periods of 1985
1985 Forms 872--Consent To Extend the Time To Assess Tax
In the 1984 reorganization, Old Petroleum transferred its
domestic oil and gas properties to New Petroleum, then known as
Properties. Thus, the responsibility for filing WPT returns
shifted from Old Petroleum to Properties. On March 5, 1985,
Properties changed its name to New Petroleum. Despite the name
change, New Petroleum continued to file its Forms 720, Quarterly
Federal Excise Tax Returns (Forms 720), for the first three
taxable quarters of 1985 under the name of Properties.
To keep the period of limitations open while respondent
continued to conduct the WPT examination of New Petroleum for the
1985 taxable periods, respondent and New Petroleum began
executing a series of Forms 872, the last of which was meant to
extend the limitations period to June 30, 1994. At that time,
what respondent's WPT revenue agents (WPT agents or agents) did
5 When this opinion addresses the actions of the actual
parties to this litigation, the term "petitioners" refers to
Energy and International.
When references in this opinion apply to all of the
affiliated Union Texas Petroleum corporate entities, either the
term Union Texas companies or affiliated corporations is used.
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