Allied-Signal, Inc. v. Director, Div. of Taxation
504 U.S. 768 (1992)

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OCTOBER TERM, 1991

Syllabus

ALLIED-SIGNAL, INC., AS SUCCESSOR-IN-INTEREST TO BENDIX CORP. v. DIRECTOR, DIVISION OF TAXATION

CERTIORARI TO THE SUPREME COURT OF NEW JERSEY No. 91-615. Argued March 4, 1992-Reargued April 22, 1992Decided June 15, 1992

In order for a State to tax the multistate income of a nondomiciliary corporation, there must be, inter alia, a minimal connection between the interstate activities and the taxing State, Mobil Oil Corp. v. Commissioner of Taxes of Vt., 445 U. S. 425, 436-437, and a rational relation between the income attributed to the taxing State and the intrastate value of the corporate business, id., at 437. Rather than isolating the intrastate income-producing activities from the rest of the business, a State may tax a corporation on an apportioned sum of the corporation's multistate business if the business is unitary. E. g., ASARCO Inc. v. Idaho Tax Comm'n, 458 U. S. 307, 317. However, a State may not tax the nondomiciliary corporation's income if it is derived from unrelated business activity that constitutes a discrete business enterprise. Exxon Corp. v. Department of Revenue of Wis., 447 U. S. 207, 224. Petitioner is the successor-in-interest to the Bendix Corporation, a Delaware corporation. In the late 1970's Bendix acquired 20.6% of the stock of ASARCO Inc., a New Jersey corporation, and resold it to ASARCO in 1981, generating a $211.5 million gain. Mter respondent New Jersey tax official assessed Bendix for taxes on an apportioned amount which included in the base the gain realized from the stock disposition, Bendix sued for a refund in State Tax Court. The parties stipulated that, during the period that Bendix held its investment, it and ASARCO were unrelated business enterprises each of whose activities had nothing to do with the other, and that, although Bendix held two seats on ASARCO's board, it exerted no control over ASARCO. Based on this record, the court held that the assessment was proper, and the Appellate Division and the State Supreme Court both affirmed. The latter court stated that the tests for determining a unitary business are not controlled by the relationship between the taxpayer recipient and the affiliate generator of the income that is the subject of the tax, and concluded that Bendix essentially had a business function of corporate acquisitions and divestitures that was an integral operational activity.


769

Held:

1. The unitary business principle remains an appropriate device for ascertaining whether a State has transgressed constitutional limitations in taxing a nondomiciliary corporation. Pp. 777-788.

(a) The principle that a State may not tax value earned outside its borders rests on both Due Process and Commerce Clause requirements. The unitary business rule is a recognition of the States' wide authority to devise formulae for an accurate assessment of a corporation's intrastate value or income and the necessary limit on the States' authority to tax value or income that cannot fairly be attributed to the taxpayer's activities within a State. The indicia of a unitary business are nmctional integration, centralization of management, and economies of scale. F. W Woolworth Co. v. Taxation and Revenue Dept. of N. M., 458 U. S. 354, 364; Container Corp. of America v. Franchise Tax Ed., 463 U. S. 159,179. Pp.777-783.

(b) New Jersey and several amici have not persuaded this Court to depart from the doctrine of stare decisis by overruling the cases that announce and follow the unitary business standard. New Jersey's sweeping theory-that all income of a corporation doing any business in a State is, by virtue of common ownership, part of the corporation's unitary business and apportionable-cannot be reconciled with the concept that the Constitution places limits on a State's power to tax value earned outside its borders, and is far removed from the latitude that is granted to States to fashion formulae for apportionment. This Court's precedents are workable in practice. Any divergent results in applying the unitary business principle exist because the variations in the unitary theme are logically consistent with the underlying principles motivating the approach and because the constitutional test is quite fact sensitive. In contrast, New Jersey's proposal would disrupt settled expectations in an area of the law in which the demands of the national economy require stability. Pp. 783-786.

(c) The argument by other amici that the constitutional test for determining apportionment should turn on whether the income arises from transactions and activity in the regular course of the taxpayer's trade or business, with such income including income from tangible and intangible property if the acquisition, management, and disposition of the property constitute integral parts of the taxpayer's regular trade or business operations, does not benefit the State here. While the payor and payee need not be engaged in the same unitary business, the capital transaction must serve an operational rather than an investment nmction. Container Corp., supra, at 180, n. 19. The existence of a unitary relation between the payor and the payee is but one justification for apportionment. pp. 786-788.


770
Full Text of Opinion

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