The opinion
Goodeich,
dissenting: It must be recognized that there are legal and proper means by which the accrual of a tax liability upon the disposition of its assets by a corporation may be avoided. Attempts to adopt such devices must be adjudged strictly upon the facts in each case. I think the facts in this case disclose that petitioners successfully availed themselves of such a method and that, therefore, Taylor Oil & Gas Co., supra, need not control our decision here. And because of a divergence of the facts in the Taylor case, the case of Lexington Ice & Coal Co., supra, and the case at bar, it is my opinion that the Lexington case is not in conflict with these other cases, and need not be overruled.
Seawell agrees with this dissent.