*3739 Personal service classification denied.
*762 These proceedings were brought for the redetermination of deficiencies in income and excess profits taxes for the years 1918, 1919 and 1920 in the respective amounts of $2,201.10, $7,279.36 and $4,868.27. The only question before us is whether the petitioner is entitled to personal service classification. The cases were consolidated for hearing and decision.
FINDINGS OF FACT.
The petitioner was incorporated under the laws of Missouri on or about July 28, 1916, with a capital stock of $20,000, divided into 200 shares of a par value of $100 each, to engage in the business of photo-engraving at Kansas City. In particular, it produced zinc etchings, half-tones, color process plates and many combinations. In the taxable years in question it specialized in the planning and preparing of catalogues of advertisers, including the manufacture of photo-engravings used in connection therewith, and the making of plates*3740 for national advertisers. All work was done on the individual order of a client.
*763 With the exception of H. J. Kenner, manager of the Better Business Bureau of New York City, a close friend of Louis E. Holland, president and general manager of the petitioner, only such persons as were in a position to be of benefit to the corporation were permitted to subscribe for stock. All subscriptions were voluntary and each stockholder was selected by Louis E. Holland, Organizer of the corporation. At the time the corporation was formed, stock of a par value of $10,000 was issued to Louis E. Holland for his "knowledge and experience" in the business and on August 15, 1916, the petitioner received the sum of $7,700 in cash from other subscribers, which sum was used to purchase cameras and accessories therefor, electric lights, dark rooms, benches, tables for artists, furniture and fixtures, photo-engraving machines, an air compressor, and other machinery and equipment for the business, and to pay salaries of employees during the first month of the corporation's existence. The amount paid as salaries was small in comparison with the sum expended to equip the plant. On September 18, 1916, March 9, 1917, and*3741 May 29, 1919, the petitioner received the additional sums of $100, $800 and $400, respectively, for its stock. The total amount of money paid in to the corporation for stock was $9,000.
The process of photo-engraving employed by the petitioner was described by the plant superintendent as follows: Upon the completion of an illustration it is delivered to the superintendent of the plant. If the subject to be reproduced was made according to instructions, the superintendent scales and measures the picture and delivers it to a photographer for the making of a negative. If, in the opinion of the superintendent and photographer, the negative is satisfactory, it is dried and then covered with a solution of rubber and collodion and placed in a weak solution of acetic acid. After it has been soaked thoroughly, a stripper squares and squeezes all of the bubbles out of the negative, dries it and then proceeds to expose the negative on a piece of polished copper. After the negative has been transferred to the copper plate, the latter is developed, and burned over a gas stove. If the superintendent or other person in charge approves the plate, it is delivered to a half-tone etcher who*3742 washes the metal with a weak solution of muriatic acid, cleans it, touches up any spots appearing on the plate, immerses it in pinchloride of iron until it etches enough to give it the proper tinting depth and then chalks it with magnesia powder. The superintendent or the person handling the job is then shown a flat proof of the plate. If the plate is unsatisfactory it is re-etched and re-submitted to the person in charge. When a good plate has been made, it is delivered to a finisher, who removes any existing imperfections in the plate and marks it out as to size. It is then delivered to a machine man who does the necessary finishing work and mounts the plate on a *764 wooden block, properly trimmed and squared, type high. The plate, together with a copy, is then delivered to the superintendent. If, and when, he approves the reproduction the plate is delivered to the customer.
During the taxable years the petitioner's outstanding stock was held as follows:
| Jan. 1, 1918. | Dec. 31, 1918. | Dec. 31, 1919 | ||||
| Active. | Non- | Active. | Non- | Active. | Non- | |
| active. | active. | active | ||||
| Louis E. Holland | 100 | 100 | 100 | |||
| W. H. Holland | 10 | |||||
| H. S. Stark | 20 | 20 | 20 | |||
| Edna B. Peterson | 4 | |||||
| Ferrol Stark | 2 | 2 | 2 | |||
| Mary E. Johnson | 3 | 3 | 3 | |||
| Godfrey Plachek | 10 | 10 | 10 | |||
| C. F. Adams | 4 | 4 | 4 | |||
| A. S. McCleary | 10 | 10 | 10 | |||
| Bert Brown | 10 | 10 | 10 | |||
| D. Arthur Brown | 10 | 10 | 10 | |||
| H. J. Kenner | 5 | |||||
| C. P. Hanley | 5 | 5 | 5 | |||
| Clyde Smith | 2 | 2 | 2 | |||
| Nettie C. Kenner | 5 | 5 | ||||
| A. J. Stephens | 5 | 5 | 5 | |||
| Total shares | 120 | 66 | 120 | 66 | 134 | 66 |
| Percentage of total | 64.52 | 35.48 | 64.52 | 35.48 | 67 | 33 |
| Dec. 31, 1920. | |
| Active. | Non- |
| 100 | active. |
| 10 | |
| 20 | |
| 4 | |
| 2 | |
| 3 | |
| 10 | |
| 4 | |
| 10 | |
| 10 | |
| 10 | |
| 5 | |
| 2 | |
| 5 | |
| 5 | |
| 134 | 66 |
| 67 | 33 |
The ten shares of stock held by W. H. Holland were issued to him on May 29, 1919, by authority of the corporate directors for services performed. Edna B. Peterson paid $400, par value, in cash for the treasury stock issued to her during the year 1919.
Louis E. Holland, president and general manager of the petitioner during the taxable years, was a man of considerable ability in his profession and was an outstanding figure in the advertising field. For eleven years prior to the organization of the petitioner he was superintendent and/or sales manager of the Teachenor-Bartberger Engraving Co. of Kansas City, and during that period took up the study of advertising. He had no outside business interests in the years 1918, 1919 and 1920 and during that period devoted all of his time to the activities of petitioner's business. His duties consisted of planning and preparing illustrated catalogues and circulars for concerns in various lines of business and supervising the manufacture of the necessary plates therefor. This class*3744 of work is of such character that it is necessary for a qualified person to give close attention to the making of the engravings in order to make a success of the business. As general manager, Louis E. Holland also supervised the completion of such other engraving work as was done by the corporation, and had jurisdiction over the plant. Less than 50 per cent of his time was devoted to work at the plant.
W. H. Holland, brother of Louis E. Holland, had had fourteen years' experience in the photo-engraving business, including four or *765 five years as assistant superintendent of the Teachenor-Bartberger Engraving Co., before becoming identified with the petitioner in 1916 as general superintendent. During the years 1918, 1919 and 1920 he had no outside business interests and devoted all of his time to the activities of the petitioner. His duties were confined to the supervision of the production in the plant of photo-engravings, under the immediate direction of Louis E. Holland or H. S. Stark, depending upon who took the order for the work, and the general direction of Louis E. Holland.
H. S. Stark, secretary, was an experienced electrotyper before becoming associated*3745 with the petitioner in 1916. He was not a practical engraver. During the taxable periods he had no other business connection and devoted all of his time to the activities of the petitioner's business. His duties consisted of soliciting business for the petitioner, planning and preparing catalogues and commercial advertisings, supervising the manufacture of, and inspecting, plates manufactured in the plant under orders obtained by him, and inspecting engravings made for electrotypes. About 50 per cent of his time was devoted to the solicitation of business. He was paid a salary of $50 per week.
Edna B. Peterson was not identified with any other business interests and during the taxable years devoted all of her time to the affairs of the petitioner. She had charge of petitioner's clerical help and books of account, managed its office, did stenographic work, acted as credit manager and took care of collections, correspondence and cost records of the corporation.
None of the other stockholders devoted any of their time to the affairs of the petitioner.
During the years 1918, 1919, and 1920 petitioner had the following regular employees in its plant, exclusive of stockholders*3746 and office help:
| Artists | 9 to 12 |
| Photographers | 3 or 4 |
| Copper etchers | 1 |
| Zinc finishers | 1 |
| Routers and blockers | 2 |
| Strippers and printers | 2 |
| Color separators and ben day men | 1 |
| Copper finishers | 1 |
| Proofers | 2 |
| Zinc etchers | 1 |
In 1918 the total number of employees in the service of the petitioner was between 22 and 24. At the end of 1919 and 1920 the total number was between 30 and 35. From three to six times each year it was necessary to hire temporary help to get work out on time. All employees were paid for their services every week.
The duties of the photographers consisted of making negatives at the plant suitable for the publication in which they were to be used. They were paid about $45 per week for their services.
*766 The work performed by zinc etchers was that of etching plates down in relief. They were paid an average of from $35 to $40 per week for their labor. Etchers must necessarily also be artists.
The machine men removed dead metal from plates after they had been etched and approved by the superintendent, leaving the printing surface up in relief. In the case of half-tones, they beveled the edges so as to leave a surface*3747 to tack the plate to a wooden supporting block. They were paid from $36 to $40 per week according to their skill.
The finishers completed the plates by taking out any existing imperfections and tooled by hand such plates as were being made for use in national publications, which require plates of a certain standard. The finishers were expert workmen.
The artists employed by petitioner were paid from $25 to $100 per week according to their skill. It was very difficult to obtain competent artists in petitioner's line of business. During the taxable years petitioner produced engravings for several shoe catalogues, the drawings for which were executed by artists especially employed for the job. With these exceptions, no extra artists were hired by the petitioner. Neither Louis E. Holland, W. H. Holland nor H. S. Stark were artists qualified to properly complete a drawing.
The balance sheets of the petitioner at January 1, 1918, and December 31, 1918, 1919 and 1920, were as follows:
| 1918. | 1919. | 1920. | ||
| Jan. 1. | Dec. 31. | Dec. 31. | Dec. 31. | |
| ASSETS. | ||||
| Cash | $1,098.32 | $1,407.93 | $14,301.78 | $4,090.10 |
| Accounts receivable | 9,623.77 | 13,053.55 | 17,760.92 | 39,391.04 |
| Equipment | 5,575.14 | 4,881.17 | 7,412.94 | 25,529.44 |
| Office furniture | 665.58 | 924.00 | 1,608.69 | 2,865.69 |
| Automobile | 401.25 | 1,405.81 | 3,391.16 | 4,490.01 |
| Unsold stock | 1,400.00 | 1,400.00 | ||
| Good will and experience | 10,000.00 | 10,000.00 | 10,000.00 | 10,000.00 |
| Samples | 100.00 | 100.00 | ||
| Inventory | 2,206.66 | 3,250.00 | 5,685.03 | 5,435.03 |
| Bonds | 673.71 | 1,207.71 | 1,207.71 | |
| Bills receivable | 534.60 | 1,074.25 | 2,004.25 | |
| 31,070.72 | 37,630.77 | 62,442.48 | 95,013.27 | |
| LIABILITIES. | ||||
| Accounts payable | 837.70 | 323.70 | 137.75 | |
| Notes payable | 2,400.00 | 1,500.00 | ||
| Due stockholders | 7,836.02 | 15,807.07 | 42,304.73 | 35,304.73 |
| Capital stock | 20,000.00 | 20,000.00 | 20,000.00 | 20,000.00 |
| Depreciation reserve | 19,690.57 | |||
| Undivided profits | 20,017.97 | |||
| 31,070.72 | 37,630.77 | 62,442.48 | 95,013.27 |
*3748 The balances in the equipment account represent the depreciated value of machines and equipment on hand at the plant at the respective dates. The difference between the figures for December 31, 1918, and December 31, 1919, was due to the purchase during the period of *767 an additional camera and the substitution of a new routing machine for one which petitioner found to be unsuitable for its purpose. The large increase in the account at the end of 1920 over the preceding year was due to the duplication of machines throughout the plant in order to be able to take care of increased business and the setting up of charges in the account which were omitted when the machinery and equipment was installed. The figure for 1918 is understated by the amount of the charges which should have been entered in the account when the machinery was placed in the plant.
The inventory account includes material of the following values:
| Jan. 1, 1918 | $1,200.00 |
| Dec. 31, 1918 | 1,000.00 |
| Dec. 31, 1919 | 3,707.49 |
| Dec. 31, 1920 | 3,457.49 |
The account for bonds represents holdings of bonds of the Kansas City Athletic Club, amounting to $500, and Liberty bonds.
The amounts shown*3749 opposite the item "Due Stockholders" in the foregoing statement represents profits of the business which the stockholders actively engaged in the business permitted to accrue for less prosperous years rather than pay it out in the form of salaries and to enable the corporation to carry current accounts receivable without borrowed capital.
The item of "Accounts payable" covers current bills.
The following is a statement of the receipts and disbursements of the petitioner for the three years in question:
| 1918. | 1919. | 1920. | |
| EARNINGS. | |||
| Sales | $70,888.79 | $143,737.81 | $184,524.69 |
| Received on a/c | 162.60 | 272.90 | 687.07 |
| Interest | 12.15 | 28.02 | |
| 71,051.39 | 144,022.86 | 185,239.78 | |
| DISBURSEMENTS. | |||
| Advertising | 1,335.82 | 1,337.94 | 8,046.90 |
| Auto expense | 923.78 | 773.64 | 906.64 |
| Collections | 141.12 | ||
| Commissions | 9,530.20 | ||
| Discounts | 1,138.27 | 7,216.96 | 9,813.90 |
| Electricity | 461.55 | 501.00 | 699.63 |
| Expense, general | 2,624.40 | 6,106.15 | 7,327.21 |
| Gas | |||
| Insurance | 492.95 | 353.00 | 1,968.79 |
| Interest | 154.00 | ||
| Labor and material | 39,807.65 | 68.873.45 | 92,298.50 |
| Salaries, general | 2,000.00 | 8,021.17 | 9,793.80 |
| Salaries, officers | 4,770.00 | 8,308.33 | 13,051.66 |
| Rent | 2,408.75 | 1,350.00 | 2,925.00 |
| Taxes | 495.51 | 136.14 | 280.86 |
| Water | |||
| Depreciation | 2,464.41 | 6,852.41 | 6,290.57 |
| A/c charged off | 634.43 | 2,931.01 | 2,147.03 |
| 59,711.52 | 112,761.20 | 165,221.81 | |
| Gain | 11,339.87 | 31,261.66 | 20,017.97 |
*3750 The money disbursed in 1918 and 1919 for advertising was expended in writing letters to, or circularizing, prospective clients. *768 The increased amount in 1920 over the two preceding years was due to the cost of advertisements appearing in the Sunday edition of the Kansas City Star. The petitioner was unable to trace any of its business directly to this advertising.
The automobile owned by petitioner was maintained for the use of W. H. Holland, Louis E. Holland and H. S. Stark in connection with the interviewing of clients.
During the taxable years Louis E. Holland and H. S. Stark were the only salesmen on petitioner's pay roll. The sum of $9,530.20 in the "Commissions" account for 1920 represents commissions and bonuses paid to salesmen and bonuses paid to employees of the plant.
Bills for work done were not sent out until the completion of the order. Petitioner's terms of payment to all clients, except advertising agencies and printers, were 2 per cent 10 days, net 30 days. Advertising agencies and printers were allowed a special discount of 10 per cent on bills rendered to them if paid on or before the 15th of the month after the date of purchase. The amounts*3751 set opposite the item "Discounts" in the above statement represent the discount taken by clients during the respective years.
The sums charged to "Electricity" were for electricity used in the business.
The item "Expenses, general," covers general expenses of salesmen on the outside, general expenses of the plant, sums spent in the entertainment of guests, telegraph charges and incidental expenses. It is exclusive of salaries of the office force, including stenographers, and the cost of furniture, carpets and furnishings.
The item of "Insurance" covers expenditures for fire, sprinkler, liability, occupancy insurance and probably life insurance on officers of the corporation for the year 1918.
The disbursement of $154 in 1918 charged to "Interest" covers interest on notes given to the National Steel & Copper Plate Co., of Chicago, in connection with the purchase of equipment for the plant.
Of the amounts charged to "Labor and material," 90 per cent was for labor, of which about 25 per cent was paid to artists for services performed.
The account "Salaries, general," covers the salaries of the office force exclusive of officers of the corporation. In 1918 there were*3752 about three women employed in the office.
The item "Salaries, officers," is limited to the sums paid officers of the company for their services. The difference between the amount paid in 1920 and 1919 represents salary increases to the officers of the corporation.
The figures appearing opposite the account "Rent" cover rentals for office and plant space used by the petitioner.
*769 The item of taxes represents city, State, and Federal taxes for each of the three years.
The sums carried under "Depreciation" cover amounts charged off each year for exhaustion of machinery and equipment in the plant.
The item of "A/C charged off" represents uncollectible accounts receivable charged off during the respective years.
With the exception of five months, the receipts each month of the three years from sales exceeded the disbursements made during the same month.
Of the gross income of the petitioner for the respective taxable years, $31,679.03, $63,982.75, and $77,980.25 were derived from ten clients, of which the two following advertising agencies contributed the following amounts:
| 1918. | 1919. | 1920. | |
| Ferry Hanly Advertising Co | $13,222.06 | $35,817.38 | $35,162.22 |
| Potts Turnbull Advertising Co | 9,098.18 | 17,826.72 | 22,002.40 |
| Total | 22,320.24 | 53,644.10 | 57,164.62 |
*3753 The major part of the aggregate business done by the petitioner during the taxable years was for services rendered in connection with the planning and preparation of catalogues and commercial illustrations for national publications, and the production of photoengravings in connection therewith. Petitioner's services in connection with the publication of illustrated catalogues consisted of suggesting ideas to the prospective client as to the manner in which his advertising campaign should be conducted, making photographs or drawings of the articles to be advertised, if necessary, and after receiving approval of the copy prepared, the manufacture of the necessary engravings in the form approved by the advertiser. In some instances in the case of advertising agencies, the client planned the advertisement and prepared a rough lay-out of the drawings.
Charges for work performed were based upon the length of time required to accomplish the job, labor, material and overhead expense. The charges made for material were small in comparison with the charges made for labor, the latter being about 80 per cent of the total. It would have been impossible for the petitioner to have gotten*3754 out the volume of business it transacted without the employees and equipment it had.
None of petitioner's income was derived from a Government contract or contracts entered into between April 6, 1917, and November 11, 1918.
*770 OPINION.
ARUNDELL: In this proceeding the petitioner contends that its income during each year was primarily ascribable to the activities of its principal stockholders and that capital was not a material income-producing factor. Those contentions are denied by the respondent.
During the year 1918 the active stockholders consisted of Louis E. Holland and H. S. Stark, who held a total of 64.52 per cent of the corporation's outstanding capital stock. During the years 1919 and 1920 the holdings of these and other active stockholders amounted to 67 per cent of the whole. No difference of opinion exists between the parties hereto as to the ownership of stock or the classification of the stockholders as to active and inactive.
Counsel for the petitioner are of the opinion that since the active stockholders at all times held more than 50 per cent of the corporation's outstanding capital stock, they are necessarily the principal owners or stockholders*3755 thereof within the meaning of section 200 of the Revenue Act of 1918, and provided the other requirements of the Act are met, personal service classification should not be denied because a greater amount of stock was not held by them. No authority is cited in support of this statement.
The difficulty with this class of cases is that the statute lays down no definite rule and the decision in each case must depend upon its peculiar facts. . In applying the statute to the facts it is always necessary to bear in mind what was sought to be accomplished. It was well known that there were a number of corporations engaged in rendering the same sort of personal service that individuals and partnerships were rendering, and that capital played little or no part in producing the income. It was sought by section 200 to put these corporations on the same plane as partnerships with the income taxable to the individuals composing them.
We have here a case where approximately two-thirds of the stock is owned by stockholders regularly engaged in the active conduct of the affairs of the corporation, but is this sufficient*3756 to meet the test of the statute? The case of , was one where 36 per cent of the stock was held by two stockholders found by the court not to be regularly engaged in the active conduct of the business. In discussing this phase of the matter, the court said:
It is necessary, not only that the income of the corporation shall be derived from personal service, but also that it shall be derived primarily from the activities of those who principally are to share in that income, and therefore in the benefits of the law. If this were not so, the personal service in such *771 cases might be rendered by one or two, or a few only, and others largely interested in the corporation, but rendering no service, might be capitalizing the efforts of these few and realizing a profit therefrom.
To approximate the situation where similar service is rendered be copartnerships, it is necessary that those who, principally, are to have the benefit of the law, must be engaged in a substantial way in rendering the personal service which the corporation claims to provide. Any substantial departure from this rule would be extending the*3757 law in such manner as to create a favored class, and would be wholly without justification. It is not necessary under the law that each stockholder shall be engaged in rendering the personal service, but the letter and spirit of the law both require that the great body of the stock shall be in the hands of those who are rendering this service.
To the same effect are various decisions of the Board. In , we denied personal service classification solely upon the ground that 40 per cent of the stock was in the hands of an inactive stockholder, and in , the same conclusion was reached where the inactive stockholders held 35 and 49 4/14 per cent of the corporation's stock in 1918 and 1919, respectively. In denying the petitioner's claim for personal service we said:
It is manifest that the non-active stockholders held too large a percentage of the total stock to justify a holding that there was a substantial compliance with the first prerequisite laid down by the statute. Such being the case, it becomes unnecessary to consider the remaining requirements of the statute as a*3758 prerequisite to personal service classification.
Also compare ; .
Aside from the matter of stock ownership, there is still the serious question of whether the income was primarily due to the activities of the active stockholders and whether capital was not a material income-producing factor.
The testimony of record is to the effect that Louis E. Holland produced, and H. S. Stark secured, 85 and 15 per cent, respectively, of the petitioner's business. Louis E. Holland was, and is, a prominent figure in the advertising field, especially in the section of the country in which the petitioner has its principal place of business, and produced a considerable amount of business for the petitioner because of his prominence and recognized ability, but to say that he, together with Stark, obtained or were responsible for all of the orders filled by the corporation is too much to accept as true in view of other facts shown by the record. For instance, during the three years in question around $10,000 was expended in advertising for business, and while it was testified*3759 that no results could be traced directly to this form of soliciting orders, it is not unreasonable to assume that some business was derived therefrom, in connection with which capital was used. And the record clearly shows that in some *772 instances the advertising agencies, before placing their orders, did part or all of the preliminary work, such as the copy, leaving for the petitioner only the making of the necessary plates, etc. The record is silent as to the number and amount of orders filled of this character. A partial list of petitioner's clients from whom $31,679.03, $63,982.75 and $77,980.25 was received for services performed and articles manufactured in 1918, 1919 and 1920, respectively, contains the names of two advertising agencies, which in 1918, 1919 and 1920 paid to the petitioner the sums of $22,320.24, $53,644.07 and $57,164.64, respectively. The amounts received from this source, part of which was for a manufactured article, are large in comparison with the gross revenue of the petitioner, and can not be ignored in passing upon a question of the kind before us.
During the taxable years the petitioner specialized in the planning and preparation of*3760 catalogues for advertisers, in connection with which Louis E. Holland and H. S. Stark rendered a service strictly personal in character. No attempt was made to show how much of the gross income of the petitioner was derived from this source aside from testimony that the major portion of the total income was obtained therefrom and the manufacture of photo-engravings in connection therewith. The record is also silent as to the volume of revenue derived from other avenues, such as the production of plates not intended for catalogues, circulars and the like, prepared by the petitioner.
Louis E. Holland, as general manager, had general supervision of the plant, and he, as well as H. S. Stark, with the assistance of W. H. Holland, superintendent of the plant, supervised to some extent the production of such work as they obtained orders for. Although there is much testimony in the record that Louis E. Holland and H. S. Stark closely supervised such work, the evidentiary value of it is weakened by the fact that they spent about 50 per cent of their time outside of the plant soliciting or taking care of the business. Louis E. Holland, in describing the manner in which a photo-engraving*3761 is manufactured from copy, made no mention of supervisory work on the part of the person who took the order beyond the giving of instructions to the superintendent of the plant "as to the manner of plate that is wanted and the results that are expected." W. H. Holland, a nonstockholder until May 29, 1919, was employed to closely supervise the production of plates and he, rather than the other active stockholders, doubtless performed the bulk of the supervisory work.
To properly transact the class of business in which the petitioner was engaged, it was required to, and did, employ from 9 to 12 artists each year, and, as the occasion required, outside artists were engaged for special jobs. It also employed in its plant a large number of *773 other skilled employees whose services were necessary to the conduct of the business.
If we were to hold that capital did not contribute in the production of income, we would have to overlook the presence of capital purposely set aside to carry accounts receivable, amounting, at the close of 1920, to $39,391.04, without borrowed money. The terms of payment on bills rendered advertising agencies were liberal and required considerable*3762 working capital at all times to carry the accounts. Each year the petitioner had large sums invested in plant equipment. In 1920 duplicate machines were installed throughout the plant, thus indicating that the petitioner's business of producing plates, as distinguished from the personal service of planning catalogues, was on the increase.
The petitioner relies upon , and , for a similar holding here. The facts in this case differ in several material respects from the facts in those proceedings. In the former case all of the stock, with the exception of four shares out of a total of 5,000, was in the hands of two active stockholders. In the latter case, all of the stockholders were regularly engaged in the active conduct of the business. The facts involved in this proceeding differ from those in the cases cited in other respects.
From all the facts and circumstances we must hold that the petitioner fails to meet the requirements of the Act.
Judgment will be entered for the respondent.