Swallows Holding, Ltd. - Page 27

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          a regulation, sec. 1.179-5(a), Income Tax Regs., and it                     
          restricts the time in which a taxpayer can make this election,              
          given the practical needs of a tax system based on periodic                 
          returns.  The same is true of elections by a reciprocal insurer             
          under section 835(c)(2), which requires a consent “in such                  
          manner as the Secretary shall prescribe.”  The Secretary                    
          prescribed the manner in a regulation, which again requires                 
          filing of such consents by a particular time.  See sec. 1.826-              
          1(c), Income Tax Regs.                                                      
               This is hardly surprising.  While I agree that we should               
          always construe the words of a statute to have their original               
          public meaning, it is also true that we can--indeed, we should--            
          recognize that even tax statutes are written against a                      
          background of common law legal usage.  And it is generally the              
          case that when a legal instrument omits explicit time limits to             
          do something permitted or required, it does not ordinarily mean             
          that there are no time limits at all.  See 1 Restatement,                   
          Contracts 2d, sec. 41 (1981); 1 Corbin, Corbin on Contracts,                
          sec. 2.16 at 203 (1993) (“[i]f the offeror has not communicated             
          a specific time limit with sufficient definiteness, the power of            
          acceptance by the offeree continues for a reasonable time * * *             
          [w]hat is a reasonable time, in any case, is a question of fact             
          to be determined by a consideration of all the circumstances                
          existing when the offer [is made]”); e.g., Staples v. Pan-Am.               





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