-115- 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.Page: Previous 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 Next
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