opinion: SARTHER GROCERY CO., Inc., v. COMMISSIONER OF INTERNAL REVENUE.
  No. 4738.
  Circuit Court of Appeals, Seventh Circuit.
  Jan. 27, 1933.
  Irwin T. Gilruth, of Chicago, Ill., and Lee I. Park, of Washington, D. C., for petitioner.
  G. A. Youngquist, Asst. Atty. Gen., and J. Louis Monarch and Erwin N. Griswold, Sp. Assts. to Atty. Gen. (C. M. Charest, Gen. Counsel, Bureau of Internal Revenue, and J. M. Leinenkugel, Sp. Atty., Bureau of Internal Revenue, both of Washington, D. C., of counsel), for respondent.
  Before ALSCHULER and SPARKS, Circuit Judges, and WILKERSON, District Judge.
  ALSCHÜLER, Circuit Judge.
  Petitioner, an Illinois corporation, under its prior name of Great American Stores Company, owned and conducted a chain of grocery stores in the vicinity of Chicago. It owned also all the capital stock of the Sterling Baking Company, an Illinois corporation conducting a bakery. Of petitioners capital stock of 2,500 shares, John M. Sarther owned 2,473 shares, E. A. Sarther 10, Ramsperger 16, and Wetzell 1.
  A Cter negotiations with representatives of the National Tea Company, a corporation in similar business, petitioner and the tea company, under date of December 30, 1&27, entered into a written contract whereby petitioner agreed to sell to the tea company substantially all its property and assets, consisting- of grocery stocks, fixtures and appliances, and certain real estate, including also all the property of the Sterling- Ba,king Company, and including also the good will of the business of both corporations (but not including one certain account receivable for $36,500) for the sum of $375,000 in .cash. The agreement provided that the Stores Company should change its name, and upon consummation of the agreement should dissolve and terminate its corporate existence; and that the consideration, as paid, should be distributed to petitioner’s stockholders. The agreement was consummated within the taxable year, and the consideration was paid over to petitioner’s stockholders, after payment of the corporate debts, and the corporations were dissolved accordingly.
  Respondent determined petitioner’s tax upon the basis of the transaction being a sale of the corporate assets, and that the profit accruing thereon was taxable to petitioner. This view was sustained by the Board of Tax Appeals, which denied petitioner’s demand for redetermination of the tax.
  Petitioner insists that the proceeds did not pass or inure to petitioner, but to its individual stockholders, and that, in any event, under the applicable sections of the statute the transaction was a reorganization and not a sale, and that no taxable profit to petitioner resulted.
  ■ The subject-matter of the contract was the property of petitioner in its corporate capacity, and the transaction bore every incident of a sale, including its denomination as such by the parties.
  If instead of selling its assets petitioner had .sold only a part, say, one store or one piece of real estate, any profit-realized thereon would surely have been income of petitioner; and the fact that petitioner thereafter distributed to its stockholders the avails of such sale would not avoid the conclusion that the profits were income of the corporation. We cannot see how the sale by the corporation of its entire assets, instead of only part, would alter the conclusion in this regard.
  The case of Shellabarger v. Commissioner, 38 F. (2:d) 566, decided by this court, is relied on as holding that, upon assignment by the beneficiary of a trust of part of the income therefrom, the assigned income is taxable to the assignee and not to the assignor. That case was peculiar in its facts. The assignee there was one of the heirs of the settlor of the trust, and she had taken steps to bring suit to break the will whereby the trust was created, and under which she had been practically disinherited. Jt was in settlement of this threatened litigation, which, had it progressed, might have resulted in the abrogation of the trust, that the assignment to this heir of part of the income was made. We held that under the peculiar terms of the will respecting the manner of payment of the income under the trust the assignor, to whom, the income was required to be originally paid, became but a conduit for passing to the assignee her stipulated part of the income; and that, under those circumstances, that part of the income which went to the assignee did not beeome income of the assignor.
  In the instant ease there was a voluntary sale of the corporate property, and a voluntary distribution by the corporation to the stockholders of the proceeds of the sale. That the purchaser, for its own purposes, had insisted upon corporate dissolution of the seller and distribution of the proceeds among the shareholders, made the sale and distribution none the less the voluntary acts of the selling corporation. The profit arising therefrom was profit of the selling corporation, and was taxable as such unless the transaction should be regarded as effecting a reorganization under sections 261 to 264 of the Revenue Act of 1926 (26 USCA §§ 932-935).
  This has been settled by the Supreme Court adversely to petitioner’s contention in Pinellas Ice & Cold Storage Co. v. Commissioner, 53 S. Ct. 257, 77 L. Ed.- (decided January 9; 1933), where, under facts quite parallel to those here, it was held that such a transaction was not a reorganization under the statute, and that the profit arising from sale of the corporate property was properly taxable to the. corporation. The court cited with approval Cortland Specialty Co. v. Commissioner (C. C. A.) 60 F.(2d) 937, where the same conclusion was reached, and in which case the facts were strikingly like those here. Certiorari denied January 16, 1933, 53 S. Ct. 316, 77 L. Ed.-. In view of these eases there is no occasion for our further discussing this proposition.
  The Board of Tax Appeals properly denied the petition for redetermination, and its order is affirmed.
instruction: What follows is an opinion from a United States Court of Appeals.
  Intervenors who participated as parties at the courts of appeals should be counted as either appellants or respondents when it can be determined whose position they supported. For example, if there were two plaintiffs who lost in district court, appealed, and were joined by four intervenors who also asked the court of appeals to reverse the district court, the number of appellants should be coded as six.
  In some cases there is some confusion over who should be listed as the appellant and who as the respondent. This confusion is primarily the result of the presence of multiple docket numbers consolidated into a single appeal that is disposed of by a single opinion. Most frequently, this occurs when there are cross appeals and/or when one litigant sued (or was sued by) multiple litigants that were originally filed in district court as separate actions. The coding rule followed in such cases should be to go strictly by the designation provided in the title of the case. The first person listed in the title as the appellant should be coded as the appellant even if they subsequently appeared in a second docket number as the respondent and regardless of who was characterized as the appellant in the opinion.
  To clarify the coding conventions, consider the following hypothetical case in which the US Justice Department sues a labor union to strike down a racially discriminatory seniority system and the corporation (siding with the position of its union) simultaneously sues the government to get an injunction to block enforcement of the relevant civil rights law. From a district court decision that consolidated the two suits and declared the seniority system illegal but refused to impose financial penalties on the union, the corporation appeals and the government and union file cross appeals from the decision in the suit brought by the government. Assume the case was listed in the Federal Reporter as follows:
  United States of America,
  Plaintiff, Appellant
  v
  International Brotherhood of Widget Workers,AFL-CIO
  Defendant, Appellee.
  International Brotherhood of Widget Workers,AFL-CIO
  Defendants, Cross-appellants
  v
  United States of America.
  Widgets, Inc. & Susan Kuersten Sheehan, President & Chairman
  of the Board
  Plaintiff, Appellants,
  v
  United States of America,
  Defendant, Appellee.
  This case should be coded as follows:Appellant = United States, Respondents = International Brotherhood of Widget Workers Widgets, Inc., Total number of appellants = 1, Number of appellants that fall into the category "the federal government, its agencies, and officials" = 1, Total number of respondents = 3, Number of respondents that fall into the category "private business and its executives" = 2, Number of respondents that fall into the category "groups and associations" = 1.
  Note that if an individual is listed by name, but their appearance in the case is as a government official, then they should be counted as a government rather than as a private person. For example, in the case "Billy Jones & Alfredo Ruiz v Joe Smith" where Smith is a state prisoner who brought a civil rights suit against two of the wardens in the prison (Jones & Ruiz), the following values should be coded: number of appellants that fall into the category "natural persons" =0 and number that fall into the category "state governments, their agencies, and officials" =2. A similar logic should be applied to businesses and associations. Officers of a company or association whose role in the case is as a representative of their company or association should be coded as being a business or association rather than as a natural person. However, employees of a business or a government who are suing their employer should be coded as natural persons. Likewise, employees who are charged with criminal conduct for action that was contrary to the company policies should be considered natural persons.
  If the title of a case listed a corporation by name and then listed the names of two individuals that the opinion indicated were top officers of the same corporation as the appellants, then the number of appellants should be coded as three and all three were coded as a business (with the identical detailed code). Similar logic should be applied when government officials or officers of an association were listed by name.
  Your specific task is to determine the total number of appellants in the case that fall into the category "private business and its executives". If the total number cannot be determined (e.g., if the appellant is listed as "Smith, et. al." and the opinion does not specify who is included in the "et.al."), then answer 99.