Leroy Frantz, Jr. And Sheila Frantz v. Commissioner of Internal Revenue

(hereinafter I.R.C.), of 1954 Code Revenue LUMBARD, Before MANSFIELD 165(c)(2).1 26 U.S.C. also § WINTER, Judges. Circuit appeals from the Tax Court’s decision that common stock in ABL did the MANSFIELD, Judge: Circuit 1244, qualify not under U.S.C. Frantz, Leroy Jr. and his wife Sheila 1244,2 for allowance of an (hereinafter sin- Frantz referred to $50,000 of on sale of a small business gular “taxpayer” as the since Mr. Frantz stock. We affirm. principal actor the relevant was disputed. The material facts are not On transactions) appeal from a decision of the 30, 1971, the board of directors and June Court, Sterrett, C.J., Tax en- United States corpora- shareholders of a New York January (reported tered on at 83 experiencing tion that had been financial 162), holding T.C. their perfume difficulties in the conduct of a of their a business, reorganization adopted plan a them, closely-held corporation by controlled whereby pursuant Biallot, (ABL), it would offer stock to Andree Ltd. and their can- 1244. Prior thereto ABL had issued cellation indebtedness for advances 1,677 shares of common stock for which it enabling ABL made to $219,250. During period improve its financial and to had received to statements financing, capital September February con- attract outside provides pertinent 1. Title 26 U.S.C. asset which is not a shall not § 165 asset part: exceed— 2. Title 26 U.S.C. part in the —For asset. ual, tion as a loss from the sale or treated exchange asset tion, tered into for “§ loss from such individual disposition the case of an subsection subsection the determining amount of the deduction for taxable "Sec. 165. surance or otherwise. (b) (a) General rule.—In the case of an individ- (2) (1) losses incurred in a trade or (b) (c) (a) a deduction adjusted a loss on section 1244 stock issued to a trade or shall, Limitation be treated as a loss from the sale or Maximum amount Amount losses incurred in General Rule.—There shall be allowed (but year year of an asset Losses taxable the sale or (a) Losses. (a), to the extent for this basis the loss from the sale or other and not individual, property. 1973: shall profit, though any business;". ón On Deduction.—For or to a provided year basis Losses be limited to— Small loss sustained section) compensated which is not a exchange provided for provided for any the deduction under Business partnership reason of in section 1011 aggregate any any determining Individuals.—In be treated transaction en- exchange not connected taxable loss shall be purposes in this Stock during for pertinent business; this sec- amount by of an year. sec- for in- gain, property does ration, June —For other amount, offered under the poration tion if at the time of the plan— as surplus, tion, shall be treated as such corporation (ending section 6013. mon stock in a domestic wife (A) the sum of— (ii) (i) (2) (1) (A) (c) (B) (2) filing joint the term ‘section 1244 stock’ means com- plan contribution Section 1244 stock defined.— In reduced Small business $50,000, such at the time such purposes ^{[******] [******]} property equal not later than two as of general. exceed of such aggregate was aggregate corporation adopted was a small business to the subject by any liabilities to which the to offer such in the case adopted) specified after June of this $500,000; —For (taken time plan, plus return for such property at such adjusted amount which or which were assumed amount small capital, plan received section, purposes corporation into account years of a husband and ..." time) stock for a business corporation, for adoption of the basis to the cor- adopted, by after the date determining corporation, of this sec- money received corporation year plan for corpora- may defined. paid-in period corpo- in an stock, plan, after such if— by him, receivable” of notes and accounts due had made advances the reor- “to the $80,000 corporation. Under which he contributed 41,925 exchange, agreed Company”. shares of new ganization plan by ABL in ex- issued “contribution accept stock were ... ferred outstanding company’s improve change capital” compa- its in order to 1,677 previously-issued com- ny’s shares of statements and attract financial new plan composition part of the mon. As other sources. On November negotiated ABL creditors of was taxpayer with the entered into a similar classified as “Class C” whereby whereby agreed creditors ABL agreement with he exchanged against it their claims creditors surrender “all notes and accounts receiva- $383,840 76,768 shares of its totalling for ble” due from ABL as a “contribution to participat- preferred. As one of these capital”. new No similar surrender of ... 16,000 creditors, taxpayer received ing forgiveness of shares or indebtedness preferred stock in ex- new ABL by any shares of other ABL stockholder. Thus made $80,000 prior for ad- change ownership for claims of of ABL’s 65% ABL. outstanding vances to common remained unaffected capital. contributions to by the reorganization plan The June two-year over a 27,1973, ABL to issue taxpayer authorized sold On December 500,000 stock 276,250 of its common period shares of ABL common stock his shares per $142,000. share on the par $8,000, value of reflecting $.01 with a a loss of for amount understanding that the “maximum taxpayer claimed year For the Corporation $210,600 consid- received for to be losses of the surren- pursuant stock to be issued eration of the notes receivable to der of the accounts and plan ABL, $32,000 or as a contribution to this for surrender of the $500,000.” Upon adoption $50,000 of the stock, shall be under on ferred 276,250 addition, ABL common shares new plan common stock. the sale of $150,000, $92,000 taxpayer long-term capital issued to loss of were claimed a $2,762.50 payment for represented which common stock. The on the sale of the $147,237.50pay- par at value and claimed ordi- the stock disallowed the notes, At the same time capital surplus. ment to on the surrender nary losses stock, 148,750 shares were issued on preferred new common receivable accounts share) following: ($.01 per represented contribu- par ground they value that However, taxpayer capital. tions shares 85,000 President... Biallo, Thomas M. increase the basis allowed to Vice Patrick J. Executive Carr, of the surren- by the amount common stock shares President..................42,500 stock, and accounts preferred nom., (1976), Schleppy rev’d sub v. Com analysis surrender of the (5th missioner, Cir.1979); F.2d 196 601 preferred present case did not Commissioner, 19 1381 Duell v. T.C.M. result a loss incurred in a “trade (1960); Commissioner, Estate Foster v. business,” 165(c)(1), and was not a § 2; (1947),acq. 930 1948-1 C.B. Mil 9 T.C. profit transaction entered into for within Commissioner, (1941), 45 B.T.A. 292 ler v. 165(c)(2), meaning of I.R.C. but was § 9, acq., acq. 1941-2 C.B. revoked and no transaction, “open” an non-taxable the re- substituted, 2; 1977-2 C.B. nacq. Budd which, sult of as far as or loss is Commissioner, Corp. v. 45 International concerned, could not be until determined 3, (1941),acq., acq. B. 737 1942-2 C.B. T.A. the retained common stock was sold. 83 substituted, nonacq. revoked 1977-2 and Accordingly T.C. at 178-81. the Tax Court 2, grounds, B. 143 F.2d C. rev’d on other capi- ruled that the surrender constituted a (3d Cir.1944), denied, 323 784 cert. U.S. tal contribution which would increase the (1945); L.Ed. 65 S.Ct. 89 640 basis of the common stock Commissioner, 30 Clement v. B.T.A. 757 acquisition cost of the (1934); City Builders Finance Co. v. Com the amount of the surrendered notes and (1930); Burdick, missioner, 21 B.T.A. 800 reversing accounts receivable. In thus its Commissioner, 20 742 Executrix v. B.T.A. stand, 50-year the Tax Court noted that its (1930), (3d Cir.1932); F.2d 395 aff'd, 59 prior position encourage “tended to a con- Commissioner, Wright v. 18 B.T.A. 471 version of eventual losses into im- (7th Cir.1931); (1929),modified, 47 F.2d 871 ordinary mediate and amounted to losses” Commissioner, 74 see also Scherman v. “judicial repeal 165(g), which treats (2d Cir.1935) (allowing F.2d 742 immediate a loss on worthless stock as a ‘loss relating to deduction for loss transfer exchange, day the sale or the last of the corporation); employee shares to Til- ” year, taxable asset’ since it Commissioner, v. 75 T.C. 134 ford would be difficult to ascertain whether the Cir.), rev’d, (6th denied, 705 F.2d 828 cert. surrendering taxpayer was motivated 104 78 L.Ed.2d 681 S.Ct. strengthen or to desire (1983) (capital allowed on stock trans loss loss into an one. convert employee); fer to Downer v. Commission Id., at 182. er, (1967)(capital 48 T.C. 86 loss allowed on employee). stock transfer to The Tax Court further held that ABL did qualify 1244 “small not business The Tax Court ruled favor it corporation” because the amount which Relying on recent decisions Commissioner. it is- receive for the common stock could Schleppy Fifth v. Circuit Com plan, pursuant to the combined sued (5th Cir.1979), missioner, 601 F.2d 196 previous the amounts received from its the Sixth Circuit in v. Commission Tilford $500,000. issues, more than er, (6th Cir.), denied, totalled 464 705 F.2d 828 cert. Id., at 182-86. 78 L.Ed.2d 681 U.S. 992. 104 S.Ct. 485. Co., v. of the Tax Court dissent- Idaho Power .Four members from its that L.Ed.2d ed U.S. stock was a Payments made further on- and not deductible capital contribution are going normally investments con- reasoned that each They loss. losses, an expendi- but rather sidered sepa- must treated as a of stock be continuing share part of tures which are invest- rate, fractional, rep- property divisible unit At ments. the time when a transaction resenting lost when it is rights closes, sustained losses be and that cannot sold or surrendered 165(a) may be deducted. See I.R.C. § other aggregated or unified with (“Thc.e shall allowed as a deduction be “unitary” holdings “open,” create an during year taxable loss sustained Id., Relying 188-89. transaction. 1.165-l(d)(l), ...”); Treas.Reg. 26 C.F.R. view”, longstanding “fractional the dis- this 1.165-l(d)(l) (1985); Dawn Commission- loss believed that the stockholder’s senters (9th Cir.1982) er, (losses 675 F.2d 1077 recognized point at the must therefore be is “closed “sustained" when transaction They treat would the loss of surrender. completed”); General Securities Co. meaning one within Commissioner, (10th 123 F.2d 165(c)(2) (1) origi- the stock was because (“no Cir.1941) gain or real- acquired in a into nally transaction entered disposed ized until the stock and a (2) did profit, the surrender not consti- effected”). closed transaction (to en- gift its tute because of re- hance the value the stockholder’s Normally one can ascertain with shares), (3) disposi- every “not tained precision whether a transaction reasonable is a ‘sale or ex- capital asset tion taxpayer's or since mo open is closed capital or change’ generate so as unambiguous, e.g., and actions are tive Id., at 190-92. loss.” a cash of stock when makes sale owned compli more by him. The issue becomes DISCUSSION cated, however, when the stockholder sur principal issue us is whether before corporation he to a controls renders stock controlling stockholder’s of other stock in order enhance value his stock to his surrender of by him. On the one company held closely-held corporation purpose for the hand, immediately all loses the stockholder value his retained com- enhancing the ownership rights with his of the associated capital or an mon is a contribution stock, including voting of the surrendered immediately loss deductible dividends, a right to share rights and the 165(c)(2).3 of the issue I.R.C. Resolution assets, in corporate future principles. basic requires review of few of each proportionate value crease view, Under one some surrendered share. resulting Before loss “fragmented” ap to as the times referred may the transac transaction be deducted to be is considered proach, transaction it is “closed” in the sense that tion must be if shares worth closed the surrendered in val no further fluctuation complete and acquisition cost. less than the stockholder’s lost can occur. claimed to be ue asset taxpayer here Adopting approach, this Mertens, The Law Federal 5 J. See upon his surrender of contends Losses Income Taxation 28.15 nothing ABL he received preferred stock to transactions, those in which “open” original investment. lost his in return but in the sought only attainable profit his surrender contends that He therefore future, until invest deductible are not corporation 263(a); stock to the ment is terminated. See Macomber, agree pro-rata Eisner contribution All that a 3. Hadley, (1920); Commissioner corporation L.Ed. 521 to their of shares stockholders Cir.1935). (2d recognition. See F.2d 485 be an event for loss would not ing any for loss rec- loss suffered him as a as an event should be treated loss, ognition. inhibit the use rather than an surrenders to the of stock hand, On the other when improving means of the financial condition surrendering his stock to the motive ailing to investors of an and attractiveness shares, remaining company is to benefit his “fragmented” A enterprise. treatment here, in sense is the case the surrender transaction, hand, may go the other original a continuation of his represents opposite by giving far in the direction company. too investment the same Cf. (payments surrendering taxpayer to increase the val an undeserved I.R.C. 263 property). advantage. ue of The surrendered shares illogical tax If he were to value, although may have some be less exchange his instead of sell or shares sur- taxpayer’s original His sur than the cost. rendering corporation, them to the or if he corporation, render shares they completely to wait until became contends, should therefore worthless, one, his loss would be a increase the value of the shares fully against ordinary in- deductible taxpayer. retained Viewed in the come under the 1954 Act. I.R.C. § light surrendering taxpayer’s mo However, nothing since he receives tive, reasonably it can be concluded that surrender, any resulting from loss original open, transaction remains transaction cannot treated as a least to the extent that the surrendered resulting “exchange” from a “sale” or one stock still has value at the time it is con as those terms are used the Act. I.R.C. Under this “unified” view the tributed. 165(f), 1211. The Tax Court has there- §§ until the transaction would not close tax permitted past him in the to treat the fore payer disposed of shares one, giving as an him the company. The surrender of the stock to advantage treat- of the more favorable therefore not be con This, turn, poses the risk that the ment. recognition. for loss In sidered event may method be used for the stead, in the same fash it would be treated gaining an unusual tax benefit payment as would the stockholder’s of ion the value of the rather than to enhance company property cash or transfer of to his Moreover, if corporation. even the loss therein, protect which consti to his interest origi- taxpayer’s to be limited expenditure. tutes a present nal investment less the value of the 263(a); v. Idaho Power stock, would surrendered a solution which 16, Company, supra, at 94 S.Ct. at 2766 part in the Commissioner’sand reflect both (1974) (property); v. Perlman Commis concerns, taxpayer’s the would the sioner, (2d Cir.1958) (cash); 252 F.2d 890 practical problem in cases face the difficult Commissioner, 4 Corp. Pie v. T.C. Eskimo (which present a such as the one involves 669, (1945), curiam, per 153 F.2d 676 aff'd closed, in non-public corporation deteriorat- Cir.1946) (3d (cash); 301 see also Treas. condition) ascertaining ing of the financial 1.61-12(a) (shareholder Regs. cancella §§ the surrendered shares. value of by corporation), the tion of indebtedness 1.263(a)-2(f) (payments by bondholders or above, foregoing dilem- As indicated corporation pursuant shareholders to present in case resolved ma cannot be agreement). of treating taxpayer’s surrender by ABL as sale or ex- preferred stock to a by approaches Each of the two advocated taxpayer enable the change, which would “unitary” by respective parties, the on the difference a loss to take “fragmented” by Commissioner and the surrendered the cost basis of the between taxpayer, practical jurispru- and raise value, by holding and its current stock problems. “unitary” dential The treatment surrendered stock present value of the might, by postponing the of the transaction capital contribution. Treatment to be a loss recognition date for unilateral, non-reciprocal as a a indefinite date and treat- until an future

125 non-voting preferred defy ordi- his but retained exchange” or would “sale 13% voting meaning Helvering terms. nary those common. transaction 65% 249, Co., 247, redemption v. by major- Flaccus Leather likened to a may be a 251, 878, 85 L.Ed. 1310 61 S.Ct. part stock, of his ity which stockholder States, (1941); 306 v. United Fairbanks not entitled to treatment as a sale or is (1939); 607, 83 L.Ed. 855 U.S. exchange to a giving rise or loss un- States, 372 F.2d Pounds United results in redemption less the a substantial Note, (5th Cir.1967); Ele- see “The 348-51 corporation. in reduction his interest a 117 Ex- ments Section ‘Sale or 302(b); 1.302-2(c); Treas.Regs. I.R.C. § (1953). 53 990 change’,” Colum.L.Rev. Davis, 90 States v. U.S. United Although the Tax held in Downer v. Court (1970); Brodsky L.Ed.2d S.Ct. Commissioner, 48 T.C. 86 that Pincus, Reappearing & Case of transfer a shareholder stock Basis, 675-77 In- Taxes outstanding more than stock 66% stead, price redemption will be treated issuing employee corporation, de- as a dividend and the basis of his surren- employee signed to induce the to continue dered shares will be added to his retained gave working company, rise to a shares. Such a surrender also similar to loss, upon rely we disinclined to pro-rata propor- surrender because the precedent here because surrenders ownership tionate remains (as issuing corporation distin- to an stock same, substantially reaps guished persons) to third transfers Hadley, of the contribution. benefits See recognized as sales have never been supra. Moreover, the Down- exchanges. value of present several case circumstanc- has precedent er a reliable been eroded persuade properly us thé Tax es that of 26 by Congress’ enactment 83(h) surren- adoption the IRS’s treated U.S.C. § 1.83-6(d), Treas.Reg. require which that stock as a non-deductible der of here, expenditure. a shareholder to transfer person third services to surrendering his interest in upon 13% capital. stock, treated as a contribution See be retained control of ferred Commissioner, Lastly, supra. voting in- through his common stock Tilford present case Moreover, since the 65% corporation. terest in taxpay- Commissioner, controlled treatment supra, at Schleppy v. resulting it as er’s surrender equity net exchange from a sale or taking substantially reduced after was not That disal- by I.R.C. 267. statute barred extent to it was into account the ex- deductions from sale or lows loss in result surren- value as a increased parties, changes related between in change overall der. Because the per- a a defined include in ABL miniscule taxpayer’s interest holding more of its See stock. son in- taxpayer’s retained compared with the Commissioner, McWilliams company, justification no ex- terest in the 91 L.Ed. 1750 change treating the in value ists for loss, ordinary less as an one. much taxpayer, who acts To do so would enable questionable whether any event it is surrender, voluntarily making to ma- in voluntarily controlling who stockholder advantages holdings for tax nipulate his for surrenders stock to if he sold available that would it continues strengthening but interlocking of his any such him, shares without by through his control corporation. The equity interests in the surrender, nec- benefiting from the thereby Tax by treated properly recognizable loss at essarily suffers as contribution taxpayer in Court the time of surrender. by been labelled instance, expressly as had case, surrendered present for therefore, corporation” the time of at the surrender. a “small business 1244(c)(2)(A) Accordingly, affirm the in we Tax Court’s as defined and its respect to decision with the surrender of stock was not 1244” stock. Godart v. “§ Commissioner, holding stock. Our in this 51 T.C. however, case, (2d grounds, should not be construed on other F.2d 633 aff'd Moreover, Cir.1970). governing by taxpayer’s surrenders a stockholder of if the con $500,000 equity more substantial interests that could tention that the referred to in the truly resulting plan past be viewed as an immedi- included amounts received is ac cepted, plan specifi ate loss. then the failed to state cally the maximum amount to be received $158,- cancellation of by it as consideration for the “Section 1244 prior presents advances to ABL less issued, required by stock” to be Treas. problem than that with confronted Regs. 1.1244(c) l(f)(l)(i). The Commis — respect to the surrender of the sioner therefore sustained his burden of Although taxpayer urges stock. now proof on the issue.4 “equity,” that the advances be classified as The decision of the Tax Court is af- they were labelled as “loans from share firmed. holders” in ABL’s books and as “advances” financing by in a statement U.C.C. filed WINTER, Judge, concurring Circuit Moreover, taxpayer. 83 T.C. at 167. the result: May agree 1973 and November My disagreement Judge Mansfield’s ments between the and ABL de thoughtful opinion my preference lies in scribed the cancellations as a “contribution affording degree Id., a clear cut rule capital.” ... at 169. The Tax Court certainty future rather than a narrow rul- “fully noted that the Commissioner was ing particular restricted to justified treating these facts. the advances as loans.” Id., Accordingly, agree n. 7. we poses The issue in this case a dilemma with the Tax that the cancellations apparent fully with no meets solution that repre were not deductible as losses but logical legal Judge both criteria. sented contributions to the of ABL. opinion neatly Mansfield’s describes this See Commissioner Idaho Power Com dilemma and the solutions offered Commissioner, pany, supra; Perlman v. However, parties. adopt it declines to ei- supra; Corp. Eskimo Pie v. Commission position ther the non-—a er, supra. pro rata surrender of stock leads to an position loss—or the of the Tax taxpayer’s remaining conten surrender, Court—such a when intended to tion, that the Tax Court erred increase the value of a remain- that the could not take ordi shares, ing (as loss) recognized nary up $50,000 I.R.C. § only remaining when the shares are dis- on the 1973 sale of the December common Rather, posed majority of. holds that $142,000, stock of ABL at a loss of needs non-pro there is no loss when a deductibility little discussion. Here the rata surrender of stock does not have an $50,000 precluded as an loss was magnitude impact of some undefined evidence adduced the Commissioner corporation. interest demonstrating aggregate that the amount years suggests par- could receive over for is The thus that the previous years key suance of its stock and ex ticular facts of this case are the $500,000. not, is, however, company ambiguous as ceeded decision. It to law, Byrum, 4. Taxpayer also contends that the Tax Court had tions of tax see United States 2382, 2389, power depart rulings no from on L.Ed.2d to its earlier U.S. surrenders, impression supra, see cases issue is one of first cited at 1709- 10. While it is true that courts reluc- for this Court and our decision conflicts with no should be depart long-standing interpreta- tant rule of stare decisis. dispositive litigation facts are and as to wheth- much future magnitude over the er effect of of stock impact surrender on the particular surrenders of stock. taxpayer’s interest in must I therefore concur the result. quantitative of dollar be the sense value qualitative or surrendered in the sense of

diminution or loss of control. This ambi- aggravated

guity is Tax because the findings to make that were

failed at the existing prece-

time irrelevant view of the majority’s

dent but essential

disposition. findings are thus

There no to the NEWMONT MINES LIMITED and Esso taxpayer’s dollar value surrender or Limited, Resources Canada gain. corporation’s resulting Whether Plaintiffs-Appellees, however, large, is the dollar value small or got bore of the loss and say “at HANOVER gain. I best” INSURANCE COMPANY & best 65% certainly Company, 65/35 almost because the division Utica Mutual Insurance Defendants-Appellants. potential overstates benefits the tax- experi- If were to payer. 330, Docket No. 85-7590. turnaround, modest dividends on the ence a first remaining preferred prior- would have Appeals, United States Court of ity. Second Circuit.

ferred shares in fact ensures that would Argued Nov. 1985. gain not have shared in absent the Feb. Decided outright corporation’s encountering pros- Moreover, preferred perity. convertible,

this case and those conver- rights potential further

sion decreased part. gain Finally, on the rights not know other

we do what might impinge stock had which It is control. notewor- believe, that

thy, I others declined to sur-

render their shares means of

resuscitating the corporation. majori-

ty spell why does not seem to me to out legally consequence is of no

this loss kind lead to a different

what would

result.

However, quite majority right position urged by

noting tax-

payer enables shareholders to utilize non-

pro rata surrenders of stock tax through

advantages not a sale of available I add the respectfully

shares. would obser- that the actual dollar value of such

vation always dispropor- will

surrenders almost proposed ordinary If

tionate to the loss.

so, however, everyone we do favor affirming

simply by rationale thus

adopted by the Tax avoid notes dered Treasurer shares .21,250 Francis X. Weston, increasing long- receivable, thereby taxpayer was elected Chairman Thus the capital loss claimed on the term deductible owner 65% the Board and became stock. of the common sale of its outstanding common and ABL’s preferred. On November for redeter- in the Tax Court petition filed a from June 1971 During period due, claiming of the tax advanced mination through July 1973 the preferred his to ABL of $208,600 surrenders approximately “in- in a loss resulted and earlier advances $50,000 indebtedness represented senior into for entered transaction curred a non-inter- taxpayer received [a] for which the meaning of profit” within condition bearing The financial est note. denied the 165(c)(2). The Commissioner however, de- continued to company, items certain of the allegation that result, May the material As a teriorate. fur- ordinary losses and deductible agreement were into a written taxpayer entered improp- taxpayer had alleged that ther all whereby he surrendered ABL $50,000 1244 as an erly deducted “all and cancelled his (1983),it position December 1973 overruled the taken ordinary loss sale stock, asserting that it must years the common for more than 50 to the effect that long-term capital treated as a loss. sale or each surrender of stock must be discrete, fragmented, treated as a divisible to claim continued that the closes with the transaction that sale or preferred stock and claims surrender of the adopted surrender itself. Instead it $158,600 in advances arising from that, view when a stockholder surrenders losses under a line deductible non-pro-rata stock on a that a share basis of Tax Court cases improv- holder’s stock to to a to third in order ing company’s financial statement corporation results in an to benefit enhancing the value of the stockholder’s immediately deductible loss. common, the transaction does Commissioner, 66 T.C. 622 Smith v. close until sale of the common. this Under

Case Details

Case Name: Leroy Frantz, Jr. And Sheila Frantz v. Commissioner of Internal Revenue

Court Name: Court of Appeals for the Second Circuit

Date Published: Feb 19, 1986

Citation: 784 F.2d 119

Docket Number: 154, Docket 85-4062

Court Abbreviation: 2d Cir.