Page "learned" Paragraph 731

A clearly recognized exception is a statutory merger or consolidation.

The leading case, Seaboard Air Line Railway v. United States, held that the transferee could sue for a refund of taxes paid by the transferor, and it has been consistently followed.

The Court said the purpose of the section was principally to spare the Government the embarrassment and trouble of dealing with several parties, one of them a stranger to the claim, and to prevent traffic in claims, particularly tenuous claims, against the Government.

Neither reason, said the Court, applied to the case at hand ; ;

furthermore, Congress could not be presumed to have intended to obstruct mergers approved by the states.

Other exceptions are assignments for the benefit of creditors, corporate dissolutions, transfers by descent, or transfers by subrogation.

Exceptions are often classified as transfers by `` operation of law ''.