SCOTUS Reports

Tag: 1955

  • Louis-White Motors v. Commissioner, T.C. Memo. 1955-175: Determining Bona Fide Partnership Status of Trusts

    T.C. Memo. 1955-175

    A trust can be recognized as a legitimate partner in a business partnership for tax purposes if the trustee exercises genuine control over the trust’s assets and participates actively in the business, demonstrating a bona fide intent to join the partnership.

    Summary

    Louis-White Motors sought a redetermination of tax deficiencies assessed by the Commissioner, who argued that a family trust established by the petitioner was not a legitimate partner in the business. The Tax Court disagreed, holding that the trust was a valid partner because the trustee had full control over the trust, actively participated in the business, and brought valuable resources to the partnership. The court emphasized the trustee’s independent actions and the absence of control by the grantor, distinguishing this case from situations where trusts are merely used to reallocate income within a family.

    Facts

    The petitioner, Louis-White Motors, formed a partnership with a trust he created. The trust agreement granted the trustee, Harry W. Parkin, full management and control over the trust assets. The trust was explicitly prohibited from using its assets for the benefit of the petitioner or his family. Parkin, a business acquaintance of the petitioner, actively participated in the partnership, securing credit, suggesting business expansions, and obtaining agency contracts that increased the partnership’s volume. Parkin often opposed the petitioner on business matters, demonstrating his independent authority.

    Procedural History

    The Commissioner determined deficiencies, asserting that all partnership income should be taxed to the petitioner because the trust was not a real partner. Louis-White Motors petitioned the Tax Court for a redetermination of the deficiencies. The Tax Court reviewed the trust agreement and the conduct of the parties to determine the validity of the partnership.

    Issue(s)

    1. Whether the petitioner, as grantor of the trust, retained sufficient control over the trust corpus and income to negate the existence of a valid partnership.
    2. Whether the trust, with Harry W. Parkin as trustee, was a legitimate partner with the petitioner in the operation of Louis-White Motors for tax purposes.

    Holding

    1. No, because the trust agreement vested full control in the trustee, and the facts showed the trustee exercised that control independently, without subservience to the grantor.
    2. Yes, because the trustee actively participated in the business, brought valuable resources to the partnership, and demonstrated a genuine intent to join together in the enterprise.

    Court’s Reasoning

    The court emphasized that the trust agreement granted the trustee complete control and management powers. The trustee’s active participation in the partnership, securing credit and business contacts, and opposing the petitioner’s wishes, demonstrated that he was not merely a figurehead. The court distinguished this case from Herman Feldman, 14 T. C. 17 (1950), where the trust was deemed not a true partner. Here, the trustee made significant contributions and participated in policy-making, indicating a genuine intent to operate as a bona fide partner. The court cited Commissioner v. Culbertson, 337 U. S. 733 (1949), stating they inevitably reached the conclusion that “the petitioner and the trustee in good faith and acting with a business purpose intended to join together in the present conduct of the enterprise.” The court also noted that trusts can be recognized as partners, referencing several previous cases including Theodore D. Stern, 15 T. C. 521 (1950) and Isaac W. Frank Trust of 1927, 44 B. T. A. 934 (1941), and federal appellate court decisions.

    Practical Implications

    This case clarifies the requirements for a trust to be recognized as a legitimate partner in a business for tax purposes. It emphasizes the importance of the trustee’s independence and active participation. To establish a valid partnership involving a trust, the trustee must have genuine control over the trust assets, actively contribute to the business’s operations, and not merely act as an agent of the grantor. This ruling is crucial for tax planning involving family businesses and trusts, providing guidance on structuring partnerships to withstand IRS scrutiny. Later cases have cited this decision when evaluating the legitimacy of partnerships involving trusts, focusing on the trustee’s actual conduct and control, and distinguishing situations where the trust is simply a tool for income shifting.

  • Smith v. Commissioner, 23 T.C. 690 (1955): Determining Taxable Income from Corporate Asset Distribution During Stock Sale

    Smith v. Commissioner, 23 T.C. 690 (1955)

    A distribution of corporate assets to shareholders prior to the sale of their stock constitutes a taxable dividend to the shareholders, not part of the sale price, when the purchasers explicitly exclude the asset from the purchase agreement.

    Summary

    Smith v. Commissioner involves a dispute over the tax treatment of a $200,000 “Cabot payment” distributed to the Smiths before they sold their stock in Smith Brothers Refinery Co., Inc. The purchasers of the stock were not interested in the Cabot payment and explicitly excluded it from the assets they were buying. The Tax Court held that the distribution was a taxable dividend to the Smiths, not part of the stock sale proceeds, because the purchasers did not consider the Cabot payment in determining the stock purchase price. The court also determined the fair market value of the Cabot payment to be $174,643.30 at the time of distribution.

    Facts

    The Smiths were the primary shareholders of Smith Brothers Refinery Co., Inc.
    The corporation had a contract with Cabot Carbon Co. for payments based on casinghead gas prices (the “Cabot payment”).
    The Smiths negotiated to sell their stock to Hanlon-Buchanan, Inc., and J.H. Boyle.
    The purchasers were uninterested in the Cabot payment because they considered its value speculative.
    The purchasers offered $190,000 for the stock, contingent on the Smiths receiving the Cabot payment.
    The corporation’s directors authorized the distribution of the Cabot payment to the Smiths.
    The stock was transferred after the resolution authorizing the distribution, and the Cabot payment was formally conveyed to the Smiths two days later.

    Procedural History

    The Commissioner of Internal Revenue determined that the distribution of the Cabot payment was a taxable dividend to the Smiths.
    The Smiths petitioned the Tax Court for review, arguing that the payment was part of the consideration for the stock sale or, alternatively, had a lower value than the Commissioner assessed.

    Issue(s)

    1. Whether the Cabot payment received by the Smiths constituted part of the consideration for the sale of their stock, taxable as a capital gain?
    2. If not, whether the distribution was a taxable dividend to the Smiths or to the purchasers of the stock?
    3. What was the fair market value of the Cabot payment at the time of its distribution?

    Holding

    1. No, because the purchasers explicitly excluded the Cabot payment from the assets they were buying and the sale was contingent upon the distribution.
    2. The distribution was a taxable dividend to the Smiths, because they were shareholders at the time the distribution was authorized and made.
    3. The fair market value of the Cabot payment was $174,643.30, because subsequent events demonstrated its actual worth.

    Court’s Reasoning

    The court reasoned that the purchasers’ disinterest in the Cabot payment and their explicit exclusion of it from the purchase agreement indicated it was not part of the stock sale consideration. The offer was to purchase stock in a corporation without that asset.
    The court emphasized that the distribution was authorized by the board of directors before the stock transfer, making it a dividend to the then-current shareholders (the Smiths), stating, “Under the provisions of the directors’ resolution the right to the Cabot payment accrued to petitioners on May 15, 1941, and they acquired this right as stockholders on March 28, 1941, and not in part payment for their stock.”
    The court rejected the Smiths’ valuation argument, citing Doric Apartment Co. v. Commissioner, stating, “Where * * * property has no ready or an exceedingly limited market, as is the case made here by the evidence, iair market value may be ascertained upon considerations bearing upon its intrinsic worth… [T]he Board is not obliged at a later date to close its mind to subsequent facts and circumstances demonstrating it.”
    The court determined the fair market value based on the subsequent realization of the Cabot payment, even though initial expectations were lower.

    Practical Implications

    This case clarifies that distributions of assets to shareholders before a stock sale can be treated as dividends rather than part of the sale price if the buyer does not include the asset’s value in the purchase price.
    It highlights the importance of documenting the parties’ intent regarding specific assets during corporate acquisitions. Explicit exclusion of an asset is critical.
    Smith v. Commissioner demonstrates that subsequent events can be considered in determining the fair market value of an asset at the time of distribution, especially when the asset’s value is uncertain or speculative.
    This case is often cited in cases involving disputes over the characterization of payments related to corporate stock sales and distributions, particularly when contingent or uncertain assets are involved. Legal practitioners must carefully analyze the substance of such transactions to determine the correct tax treatment.

  • Jenkins v. Commissioner, T.C. Memo. 1955-171: Taxpayer’s Claimed Deductions for Personal Travel Expenses Indicate Fraud

    T.C. Memo. 1955-171

    A taxpayer’s claiming of deductions for personal travel expenses, despite awareness that they are not business-related, can support a finding of fraudulent intent to evade tax.

    Summary

    Jenkins, an airline pilot, claimed deductions for travel expenses on his tax return, including amounts for personal trips. The IRS determined a deficiency and asserted fraud penalties. The Tax Court upheld the deficiency determination in part, but found that the taxpayer’s inclusion of personal travel expenses as business deductions demonstrated fraudulent intent to evade tax. The court reasoned that Jenkins, given his intelligence and experience, must have known that personal trips were not deductible and that he deliberately included them to reduce his tax liability.

    Facts

    Jenkins was an airline pilot for TWA based in Chicago. He was temporarily assigned to duty in Washington D.C. During the tax year in question, he claimed deductions for travel expenses, including foreign and domestic travel. He included expenses for personal trips, such as visits to New York, Pittsburgh, and St. Louis, as business expenses. Jenkins claimed he relied on the advice of a tax preparer named Nimro, who allegedly assured him that all expenses incurred while away from Chicago were deductible.

    Procedural History

    The IRS assessed a tax deficiency against Jenkins and imposed fraud penalties. Jenkins challenged the deficiency and the fraud penalties in the Tax Court. The Tax Court upheld the deficiency in part, finding that Jenkins had not substantiated all of his claimed expenses. However, the court sustained the fraud penalty due to the inclusion of personal travel expenses as business deductions.

    Issue(s)

    Whether the taxpayer’s inclusion of personal travel expenses as business deductions on his tax return constituted fraud with the intent to evade tax.

    Holding

    Yes, because the taxpayer, a pilot of apparent intelligence, knew or should have known that personal travel expenses were not deductible and deliberately included them to reduce his tax liability.

    Court’s Reasoning

    The court acknowledged Jenkins’ argument that he relied on the advice of his tax preparer, Nimro. However, the court found that some of the claimed deductions, particularly those for personal travel, were so obviously non-deductible that Jenkins must have known they were improper. The court stated: “It is extremely difficult, however, to comprehend how a man of petitioner’s apparent intelligence, ability, and experience could possibly believe, even with the assurance of Nimro, that the cost of pleasure trips to New York and pleasure and personal trips to Pittsburgh or St. Louis could be regarded as expenses sufficiently related to the conduct of his business as a pilot for TWA to believe that they were traveling expenses while away from home in the pursuit of his trade or business so as to entitle him to a deduction therefor in the computation of his income tax.” The court concluded that Jenkins “knew that such items were not expenditures in the course of his employment, and, rather than being convinced that they were allowable deductions, it is our conclusion that he persuaded himself or allowed himself to be convinced that they would not be checked, but would be overlooked, to the end that he would not have to pay the full amount of his tax.”

    Practical Implications

    This case underscores that taxpayers cannot blindly rely on the advice of a tax preparer to justify patently unreasonable deductions. The court will consider the taxpayer’s knowledge, experience, and intelligence when determining whether fraud exists. Claiming deductions for obviously personal expenses as business expenses is a strong indicator of fraudulent intent. Taxpayers must exercise due diligence and ensure that deductions claimed on their tax returns are legitimate and supported by adequate documentation. This case serves as a cautionary tale for taxpayers and tax professionals alike, highlighting the importance of ethical tax reporting and the potential consequences of fraudulent tax practices. Later cases cite this case to demonstrate how a pattern of claiming unsupportable deductions can evidence fraudulent intent. The key takeaway is that a taxpayer cannot claim ignorance when the impropriety of a deduction is obvious.

  • Robert J. Dial v. Commissioner, 24 T.C. 114 (1955): Cash Basis Taxpayer and Constructive Receipt of Income

    Robert J. Dial v. Commissioner, 24 T.C. 114 (1955)

    A cash basis taxpayer only recognizes income when it is actually or constructively received; funds applied to a taxpayer’s expenses can be considered income, but corresponding deductions may offset this income; and income is constructively received when it is available to the taxpayer without restriction.

    Summary

    The Tax Court addressed whether a National Cash Register (NCR) sales agent, reporting income on a cash basis, was required to recognize as income in 1941, amounts credited to his account by NCR but used to cover agency expenses. The court held that only amounts actually received in cash were taxable income in 1941 because, although NCR paid expenses on Dial’s behalf, these payments were offset by corresponding business expense deductions. However, regarding 1942, the court determined that the balance due to Dial upon termination of his contract was constructively received in 1942, since it was available to him without restriction, despite actual receipt occurring in 1943.

    Facts

    Robert J. Dial was a sales agent for National Cash Register Co. (NCR). NCR credited Dial’s account with commissions but also charged it for agency expenses. Dial reported his income on a cash receipts and disbursements basis. Upon termination of Dial’s agency agreement in 1942, a final balance was calculated and paid to him in 1943. The Commissioner argued that the amounts credited to Dial’s account in 1941, which were used to pay agency expenses, should be included in his 1941 income, and that the final balance was constructively received in 1942.

    Procedural History

    The Commissioner determined a deficiency in Dial’s income tax for 1941 and 1942. Dial petitioned the Tax Court for a redetermination of the deficiency. The Tax Court reviewed the Commissioner’s determination.

    Issue(s)

    1. Whether a cash basis taxpayer must include in income amounts credited to his account but used by a third party to pay his expenses during the tax year, when those expenses would be deductible if paid directly by the taxpayer.
    2. Whether the balance due to the taxpayer upon termination of a contract was constructively received in the year the contract terminated, even though payment was received in the following year.

    Holding

    1. No, because the corresponding business expense deductions offset the income from the amounts credited to his account.
    2. Yes, because the amount was available to him without restriction in the year the contract terminated.

    Court’s Reasoning

    The court reasoned that while payments made on behalf of a taxpayer can be considered income, the consistent application of the cash method of accounting, coupled with offsetting business expense deductions, negates the distortion of income. As the court stated, “Whatever petitioner received in each year for his own account he returned as income. Being on the cash basis, this was permissible… and were it not for the termination of his contract in 1942…the entire matter could be disposed of by the foregoing discussion.” As to constructive receipt, the court emphasized that because Dial could have received the money in 1942, it was constructively received in that year, regardless of when he actually collected it.

    Practical Implications

    This case illustrates the importance of consistent accounting methods and their impact on tax liability. It clarifies that even if a cash basis taxpayer has expenses paid on their behalf, the taxpayer does not necessarily have taxable income if they could have deducted the expenses themselves. This principle is important for cash basis taxpayers, particularly small business owners. The case also reinforces the constructive receipt doctrine, emphasizing that income is taxable when made available without restriction, regardless of actual possession. Later cases would cite Dial to confirm that funds available without restriction are constructively received, even if not physically possessed. This has implications for deferred compensation agreements and similar arrangements.

  • Kurkjian v. Commissioner, 23 T.C. 818 (1955): Income from Illegal Activities is Taxable

    23 T.C. 818 (1955)

    Income derived from illegal activities, such as black market sales involving forged documents, is taxable, even if the taxpayer claims the funds were embezzled; the burden of proving embezzlement rests on the taxpayer.

    Summary

    The taxpayer, Kurkjian, failed to report income from black market sugar sales in 1944. The Commissioner determined a deficiency and asserted a fraud penalty. Kurkjian argued the unreported income was either from accumulated savings or constituted embezzled funds from his employer. The Tax Court held that the income was taxable, rejecting the savings and embezzlement arguments, and upheld the fraud penalty due to Kurkjian’s deliberate intent to evade taxes through his illegal activities and failure to keep records.

    Facts

    Kurkjian managed a wholesale establishment and engaged in black market sugar sales during 1944. He received income in excess of the ceiling price for sugar by using forged ration stamps and falsifying information. He did not report this income on his 1944 tax return. He invested $26,309.83 in real estate during the year, an amount corresponding to the unreported income. The taxpayer was convicted of making false representations on OPA envelopes and aiding and abetting in counterfeiting war ration sugar stamps.

    Procedural History

    The Commissioner determined a deficiency in Kurkjian’s 1944 income tax and asserted a fraud penalty. Kurkjian petitioned the Tax Court for a redetermination of the deficiency and to contest the fraud penalty. The Tax Court upheld the Commissioner’s determination.

    Issue(s)

    1. Whether the unreported income from black market sugar sales is taxable income to the taxpayer.
    2. Whether the Commissioner properly assessed a fraud penalty against the taxpayer for failure to report the income.

    Holding

    1. Yes, because the income derived from illegal activities, specifically black market sales involving forged documents, is taxable income. The taxpayer failed to provide convincing evidence that the funds were either from savings or constituted embezzlement.
    2. Yes, because the taxpayer deliberately failed to include the disputed income in his 1944 return with a clear intent to evade the tax due.

    Court’s Reasoning

    The court rejected Kurkjian’s claim that the funds came from accumulated savings, finding the evidence unconvincing, especially the claim of keeping a large sum of cash at home while maintaining bank accounts. The court distinguished this case from Commissioner v. Wilcox, 327 U. S. 404, and McKnight v. Commissioner, 127 Fed. (2d) 572, because those cases involved established instances of embezzlement. Here, the court was not convinced that Kurkjian embezzled funds from his employer. The court reasoned that the money was paid for securing sugar by issuing forged ration stamps and making false certificates. Regarding the fraud penalty, the court emphasized that while the taxpayer bears the burden of proving the deficiency was incorrect, the Commissioner has the burden of proving fraud. The court found that Kurkjian’s conviction, his black market operations, his attempts to evade tax by claiming embezzlement, and his failure to keep records all indicated a deliberate intent to evade taxes. The court noted, “On this record, we can not escape the definite conclusion that the failure of petitioner to include the disputed income in his 1944 return was deliberate, with a clear intent to evade the tax due.”

    Practical Implications

    This case clarifies that income from illegal activities is taxable, reinforcing the principle that the source of income does not determine its taxability. Taxpayers cannot avoid tax liability by claiming that unreported income was derived from illegal activities or by vaguely alleging embezzlement without providing sufficient evidence. This case highlights the importance of maintaining accurate records, as the lack thereof contributed to the court’s finding of fraud. It also emphasizes the government’s ability to assess fraud penalties when there is clear evidence of intent to evade taxes, even in the context of illegal income. Later cases cite Kurkjian for the proposition that the Commissioner bears the burden of proving fraud to support a fraud penalty.

  • Mesi v. Commissioner, 25 T.C. 513 (1955): Defining Taxable Income When Funds are Passed Through to Another Entity

    Mesi v. Commissioner, 25 T.C. 513 (1955)

    A taxpayer is only taxable on income they beneficially receive, not on funds they remit to another entity as part of a pre-existing agreement or business arrangement.

    Summary

    The Tax Court addressed whether a portion of slot machine income paid by the petitioner to a state association constituted taxable income to the petitioner. The petitioner, who operated slot machines in Ohio lodges, was required to pay 5% of the proceeds to the state association under an agreement between the lodges and the association. The court held that the 5% remitted to the state association was not the petitioner’s income, as it was part of a pre-existing arrangement where the petitioner, local lodges, and the state association shared the slot machine profits. The court also disallowed deductions claimed for entertainment expenses and attorney’s fees due to lack of evidence demonstrating a direct business benefit.

    Facts

    The petitioner operated slot machines in various lodge rooms in Ohio. He could only place the machines with the consent of lodge officials. The lodges received a substantial portion of the slot machine proceeds. In 1935, the lodges agreed to pay 5% of the proceeds to the state association, reducing their share accordingly. The state association accepted this payment in lieu of quota assessments from the lodges. The petitioner claimed that the 5% paid to the state association was not his income.

    Procedural History

    The Commissioner of Internal Revenue assessed a deficiency against the petitioner, arguing that the 5% paid to the state association was taxable income. The petitioner contested this assessment before the Tax Court.

    Issue(s)

    1. Whether the 5% of slot machine income paid by the petitioner to the state association constituted taxable income to the petitioner.
    2. Whether the entertainment expenses and attorney’s fees claimed by the petitioner were deductible as business expenses.

    Holding

    1. No, because the 5% remitted to the state association was not beneficially received by the petitioner and was part of a pre-existing agreement.
    2. No, because the petitioner failed to provide sufficient evidence to demonstrate that the entertainment expenses directly benefited his business, or that the attorney’s fees were for deductible services under Section 23(a) of the Internal Revenue Code.

    Court’s Reasoning

    The court reasoned that the 5% paid to the state association was not the petitioner’s income because the petitioner, the local lodges, and the state association all participated in the slot machine business and divided the profits. The court stated, “The 5 percent which petitioner paid to the state association was no more his income than was the 75 percent which went to the local lodges. The respondent does not contend that that was income to the petitioner.” The court emphasized that the taxpayer is taxable only on income he received beneficially. Regarding the entertainment expenses, the court found that the petitioner failed to demonstrate a direct benefit to his business. The court noted that the expenses did not increase the “play” on the slot machines or the petitioner’s income. As to the attorney’s fees, the court stated that, “In the absence of further evidence, we can not determine that the expenditure was paid ‘in carrying on any trade or business’ or ‘for the production or collection of income, or for the management, conservation, or maintenance of property held for the production of income,’ within the meaning of section 23 (a) of the Internal Revenue Code.”

    Practical Implications

    This case clarifies that taxpayers are not taxed on funds that merely pass through their hands to another entity when a pre-existing agreement dictates the allocation of those funds. The Mesi decision illustrates the importance of demonstrating beneficial ownership of income for tax purposes. It highlights the significance of providing concrete evidence to support business expense deductions, particularly for entertainment and professional fees. Taxpayers must show a clear nexus between the expense and the generation of income to claim a valid deduction. Later cases would cite this case as an example of how courts analyze whether a taxpayer truly had dominion and control over funds, emphasizing the importance of contractual obligations and business arrangements in determining tax liability.

  • Warren H. Corning v. Commissioner, 24 T.C. 907 (1955): Taxability of Trust Income to Grantor Under Section 22(a)

    Warren H. Corning v. Commissioner, 24 T.C. 907 (1955)

    A grantor is taxable on the income of a trust where they retain substantial control over the trust, including the power to designate beneficiaries and control investments, even if the income is initially accumulated rather than distributed.

    Summary

    The Tax Court addressed whether the income of a trust established by Warren H. Corning was taxable to him under Section 22(a) of the Internal Revenue Code. Corning, as settlor and co-trustee, retained significant control over the trust, including the power to remove the co-trustee, control investments in his company’s securities, and designate beneficiaries for the accumulated income. The court held that, despite the initial accumulation requirement, Corning’s extensive control warranted taxing the trust income to him, aligning the case more closely with Commissioner v. Buck than Commissioner v. Bateman.

    Facts

    Warren H. Corning created a trust with himself as co-trustee. The trust held securities of a corporation dominated by Corning. The trust agreement stipulated that income was to be accumulated until 1959, after which it could be distributed. Corning retained the power to remove his co-trustee, who was a close business associate. He also had the power to designate beneficiaries to receive income after 1959 and to determine the ultimate recipients of the trust corpus.

    Procedural History

    The Commissioner of Internal Revenue determined that the income from the trust was taxable to Warren H. Corning. Corning petitioned the Tax Court, arguing that because the income was accumulated during the tax year, he did not have sufficient control to be considered the owner for tax purposes.

    Issue(s)

    1. Whether the income of the trust established by Warren H. Corning is taxable to him under Section 22(a) of the Internal Revenue Code, given his retained powers and the initial accumulation requirement.

    Holding

    1. Yes, because Corning retained substantial control over the trust, including the power to designate beneficiaries, remove the co-trustee, and control investments, making him the virtual owner of the trust income for tax purposes.

    Court’s Reasoning

    The court distinguished this case from Commissioner v. Bateman, where the settlor had less control. The court emphasized that Corning’s powers allowed him to determine who would benefit from the trust, for how long, and in what amounts. This level of control, combined with the fact that the trust held securities of a company he controlled, led the court to conclude that Corning was essentially using the trust as a vehicle to accumulate wealth while avoiding taxes. The court stated, “The net effect of the arrangement here is that petitioner devoted securities in a business controlled by him to a trust controlled by him for the purpose of accumulating a fund which will ultimately go to such persons as he may decide upon…such accumulation to be made without the payment of those taxes which would have been paid if he had himself made the accumulations without the benefit of the trust device.” The court found that Corning’s control was so pervasive that he should be treated as the owner of the trust income under Section 22(a) and the principles of Helvering v. Clifford.

    Practical Implications

    This case illustrates that the taxability of trust income to the grantor hinges on the degree of control retained by the grantor, not merely on whether the income is currently distributed or accumulated. Attorneys drafting trust agreements must carefully consider the grantor’s retained powers, as extensive control can lead to the grantor being taxed on the trust’s income. The case serves as a reminder that the substance of the trust arrangement, rather than its form, will determine its tax consequences. Later cases have cited Corning to emphasize the importance of considering the grantor’s overall dominion and control when determining the taxability of trust income.