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liability arose from its contractual obligations under the merger
agreement and by operation of State law, petitioner’s liability
as a transferee is that of a transferee at law.
Petitioner nevertheless argues that the liability of a
transferee, whether at law or at equity, is limited to the value
of the assets it received from the transferor and that respondent
bears the burden of proving that value. Petitioner’s argument is
legally unsupportable. When a taxpayer is a transferee at law,
the Commissioner need not establish the value of the assets
received by the transferee in order to sustain his burden of
proof. Harder Servs., Inc. v. Commissioner, supra; Bos Lines,
Inc. v. Commissioner, T.C. Memo. 1965-71, affd. 354 F.2d 830 (8th
Cir. 1965); Turnbull, Inc. v. Commissioner, T.C. Memo. 1963-335,
supplemented by 42 T.C. 582 (1964); Am. Equitable Assurance Co.
of New York v. Commissioner, 27 B.T.A. 247 (1932), affd. 68 F.2d
46 (2d Cir. 1933). Consequently, it is petitioner, the party who
seeks to place a limit on its transferee liability, who has the
burden of establishing that limit insofar as relevant.9 Rule
8(...continued)
Snead, 221 P. 1032 (Okla. 1923)).
9Petitioner argues that sec. 7491 operates to place the
burden of proving the value of the assets on respondent. Under
sec. 7491(a)(1), Congress requires the burden of proof to be
shifted to the Commissioner, subject to certain limitations,
where a taxpayer introduces credible evidence with respect to
factual issues relevant to ascertaining the taxpayer’s liability
for tax. Sec. 7491 is applicable to court proceedings arising in
(continued...)
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