*1763 Upon the evidence, held that certain contributions made by the petitioner corporation were ordinary and necessary expenses of its business and are deductible.
*1125 These are proceedings, duly consolidated for hearing and opinion by order dated September 16, 1930, for the redetermination of the petitioner's income-tax liability for the calendar years 1927 and 1928, for which years the respondent determined deficiencies of $1,489.88 and $26,933.41, respectively. Of the asserted deficiency for the year 1928, the petitioner has paid all except the sum of $624, and this latter amount is the only amount in controversy in this proceeding as to the year 1928.
It is alleged that the respondent erred in computing the petitioner's tax liability for each of the years in question by disallowing as a deduction in each year the amount of $5,200 representing a contribution by the petitioner to the Industrial Club of St. Louis.
The proceedings were submitted upon the pleadings and a stipulation of facts from which we make our findings of fact, verbatim, as*1764 follows:
*1126 FINDINGS OF FACT.
The petitioner is a national bank, organized July 7, 1919, under the laws of the United States governing the incorporation or organization of national banks. Its business is that ordinarily conducted by national banks, as authorized by the Federal statutes, and its principal place of business is in St. Louis, Missouri.
The Industrial Club of St. Louis was organized under what is known as Chapter 90, Article XI of the Revised Statutes of Missouri, 1919, governing benevolent and religious associations.
The Articles of Agreement of the Industrial Club of St. Louis are as follows:
KNOW ALL MEN BY THESE PRESENTS, That we, whose names are hereunto subscribed, all of whom are citizens of Missouri, desiring to form a corporation under the provisions of Chapter 90, Article 11 of the R.S. of the State of Missouri, 1919, entitled benevolent, religious, etc., associations, have associated and do hereby associate ourselves by the following articles of agreement:
First: The name of this association shall be "The Industrial Club of St. Louis".
Second: That the corporation shall continue for a term of fifty (50) years.
Third: The principal*1765 offices of this association shall be located in the City of St. Louis, Missouri.
Fourth: The membership of this association shall consist of the persons who subscribe to these articles, and those persons who are elected to membership in accordance with the By-Laws.
Fifth: The officers of this association shall be a president, two vice-presidents, secretary and treasurer.
Sixth: This association is formed for the purpose of advancing industrial and public interests through an association of professional and business men, and a free interchange of views.
Seventh: The management of this association shall be vested in and exercised by a Board of eleven (11) governors, who shall have such qualifications, hold their office for such periods, and exercise their powers and duties in such manner and under such conditions as may be determined by the by-laws of this association.
The following persons are hereby selected as the directors to control and manage said association for the first year of its corporate existence, viz:
Harold Bixby, L. Ray Carter, L. W. Baldwin, Thomas N. Dysart, James L. Ford, Jr., H. H. Hopkins, S. C. McCluney, Aaron Bauh, Tom K. Smith, John C. Tobin*1766 and Walter Weisenburger; all of the City of St. Louis, Missouri.
Eighth: This association may acquire, hold and use real and personal and mixed property by purchase, gift, device, bequest or otherwise, and may convey and dispose of the same and may pledge or mortgage the same as security for its debt, if any, and in general this association shall have all powers necessary and incident to carry out the object of this association.
Ninth: It is expressly declared that this association is not organized for manufacturing, agricultural or business purposes, or for pecuniary profit of this association or any of its members, or other persons whatsoever, or shall the said association have any capital stock or shares.
*1127 IN WITNESS WHEREOF, we, the undersigned incorporators, holding the offices respectively of President, Secretary and Treasurer have hereunto fixed our signatures this day of January, 1927.
THOMAS N. DYSART, President.
JOHN C. TOBIN, Secretary.
JAS. L. FORD, JR., Treasurer.
On said Articles of Agreement the Circuit Court of the City of St. Louis, Missouri, issued a certificate of pro forma decree of incorporation.
The plan and scope*1767 of the Industrial Club of St. Louis, as outlined on the back of the subscription card signed by contributors, including the First National Bank of St. Louis, is as follows:
PLAN AND SCOPE OF THE INDUSTRIAL CLUB OF ST. LOUIS.
First: The sponsoring of an Industrial Bureau with an adequate budget.
Second: The selection of a Director and operating staff for the Industrial Bureau to be under the supervision of an Advisory Committee of six from the membership of the Industrial Club.
Third: Taking over by a special committee of the Industrial Club of the municipal advertising campaign which has been successfully carried on for seven years by an appropriation jointly from the City of St. Louis and business interests.
Fourth: To raise a fund of $1,000,000.00 to be spent in a four-year program of organized development of St. Louis.
Fifth: The supervision by a Finance Committee of the Industrial Club of the expenditure of this fund of $1,000,000.00.
Sixth: The appointment of a committee by the Industrial Club to determine and supervise its relations with the Chamber of Commerce and other organizations which are interested in furthering the industrial and social development*1768 of the city's industrial district, in order that useless duplication of effort may be avoided and the work of such organizations concentrated on the accomplishment of specific results.
The subscription signed by subscribers to the Industrial Club of St. Louis, including the First National Bank of St. Louis, is as follows:
ST. LOUIS MILLION DOLLAR INDUSTRIAL FUND.I (We) hereby subscribe and agree to pay to the order of the Industrial Club of St. Louis the sum of Dollars ($ ) annually for a period of four years, payable in St. Louis, Missouri, on or before the 1st day of July of each of the years 1927, 1928, 1929 and 1930.
It is understood that the funds so subscribed are in consideration of the subscription of others to a fund of $1,000,000.00, to finance a program of industrial development and public activities of the Industrial Club of St. Louis, as outlined on the back of this subscription.
It is further understood that the funds so subscribed shall be expended over a period of not less than four years and under the supervision of a Finance Committee of the Industrial Club.
The First National Bank in St. Louis signed such a subscription calling for an annual contribution*1769 of $5,200, and during each of the *1128 years 1927 and 1928 actually paid to the Industrial Club of St. Louis the sum of $5,200, and, in making its returns, the First National Bank in St. Louis claimed these contributions as a deduction, which deduction was disallowed by the respondent.
OPINION.
MCMAHON: The sole question for decision here is whether the respondent erred in disallowing as a deduction in each of the years 1927 and 1928 the amount of $5,200 contributed in each of the those years by the petitioner to the Industrial Club of St. Louis.
Section 234 of the Revenue Act of 1926 and section 23 of the Revenue Act of 1928 allow as deductions all the ordinary and necessary expenses paid or incurred by a corporation during the taxable year in carrying on any trade or business.
The evidence discloses that the Industrial Club of St. Louis was organized for the purpose of advancing industrial and public interest in St. Louis, that such club did not have any capital stock or shares, and that it was not organized for pecuniary profit of the association or any of its members.
The facts in this proceeding were stipulated and in such stipulation there is no specific*1770 evidence to show that the petitioner made the contributions in question with the expectation of deriving any business benefit therefrom. However, when we consider that the petitioner's business was that of banking in St. Louis, and that the program of the Industrial Club of St. Louis was directed toward improving business in general in St. Louis, we deem it obvious that the petitioner's contributions were made with such expectations of profit. It is, therefore, our opinion that the contributions should be allowed as deductions in the years made under the authority of ; and , and cases cited in both. It is the contention of the respondent that those cases are not governing for the reason that some benefit flowed directly to the donating corporations, whereas in the instant proceeding we have no evidence that any benefit whatever flowed to this petitioner as a result of its contributions. However, it is sufficient if the petitioner was motivated by a reasonable expectation that its business would profit by reason of the contributions. As was stated in *1771 , which was quoted with approval in , "The question always is whether, balancing the outlay against the benefits to be reasonably expected, the business interests of the taxpayer will be advanced."
Judgment will be entered under Rule 50.