-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.
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