two Circuit Courts of Appeal.1 The Circuit Court of Appeals for the Fourth Circuit, dealing with the 1936 and 1937 tax returns, affirmed the Tax Court's decision as to those years. 139 F. 2d 419. But the Circuit Court of Appeals for the Third Circuit, considering the identical facts and substantially the same statutes and regulations, held that the taxpayers did not have an office or place of business within the United States during 1938 and 1939; the decision of the Tax Court as to those years was accordingly reversed. 142 F. 2d 401. The irreconcilable conflict between the two courts below led us to grant certiorari.

The Tax Court made virtually undisputed findings of fact which need not be repeated here in detail. In brief, it was found that the three taxpayers jointly appointed a member of an American accounting firm as their assistant secretary. He was instructed to establish and maintain an office in the United States for them in order to obtain better representation of their interests in this country, large amounts of American securities being held as investments by them. By establishing this office they also sought [122] to obtain certain tax advantages. The office was accordingly opened and two full-time assistants to the assistant secretary were employed. The American securities were kept in the custody of two banks, through which the securities were bought and sold, and assistance on certain matters was obtained from the accounting firm. This office of the taxpayers kept full records concerning all American holdings, collected and received dividends on such holdings, acted on proxies and performed other duties relative to the maintenance of these investments. The assistant secretary made periodic financial, economic and political reports to the home offices, as well as specific reports concerning particular holdings. United States tax returns were prepared in this office and local expenses were disbursed therefrom. All decisions as to the buying and selling of securities and as to investment policies, however, were made by the home offices in Edinburgh.

Certain inferences and conclusions were then drawn from these facts by the Tax Court. It refused to consider each separate activity in this office apart from its integral relation to the entire investment trust business and was of the opinion that "an office handling affairs to this extent must be regarded as real and substantial. It was here that a very large part of the affairs of petitioners in this country were taken care of." The Tax Court further concluded that this office was not a sham but was a place for the necessary transaction of the American affairs of the taxpayers; "the office was used for the regular transaction of business and not as a place where casual or incidental transactions might be, or were, effected."

Utilizing the provisions of § 231 (b) and of the regulations promulgated thereunder,2 the Tax Court reached the [123] ultimate con

1 The taxpavers' returns for 1936 and 1937 were filed with the Collector of Internal Revenue for the District of Maryland. The 1938 and 1939 returns were filed with the Collector of Internal Revenue at Newark, N. J. Under 1141 of the Internal Revenue Code, decisions of the Tax Court may be reviewed by the Circuit Court of Appeals for the circuit in which is located the Collector's office where the tax return is filed.

2 Section 231 (b) of both the Revenue Acts of 1936 and 1938 provides for taxes on resident foreign corporations, defining them as "a foreign corporation engaged in trade or business within the United States or having an office or place of business therein." Rere nue Act of 1936, c. 690, 49 Stat. 1648, 1717; Revenue Act of 1938, c. 289, 52 Stat. 447, 530. The Tax Court and the two courts below did not pass upon the Commissioner's contention. renewed before us, that the taxpayers were not "engaged in trade or business" within the meaning of this section. We likewise do not discuss that claim here since it is sufficient if

clusion that the taxpayers maintained an office or place of business within the United States and were therefore entitled to be taxed as resident foreign corporations. There is no charge here that the Tax Court failed to follow the applicable statutes or regulations. No clear cut mistake of law is alleged. Nor are any constitutional issues involved. The sole issue revolves about the propriety of the inferences and conclusions drawn from the evidence by the Tax Court. The taxpayers claim that these determinations are supported by substantial evidence and hence were not reversible by an appellate court. The Commissioner charges that the facts demonstrate that the American office was not intended to be used for the transaction of the regular business of making investments and that it was improper as a matter of law to classify the taxpayers as resident foreign corporations.

The answer is to be found in a proper realization of the distinctive functions of the Tax Court and the Circuit Courts of Appeal in this respect. The Tax Court has the primary function of finding the facts in tax disputes, [124] weighing the evidence, and choosing from among conflicting factual inferences and conclusions those which it considers most reasonable. The Circuit Courts of Appeal have no power to change or add to those findings of fact or to reweigh the evidence. And when the Tax Court's factual inferences and conclusions are determinative of compliance with statutory requirements, the appellate courts are limited to a determination of whether they have any substantial basis in the evidence. The judicial eye must not in the first instance rove about searching for evidence to support other con-. flicting inferences and conclusions which the judges or the litigants may consider more reasonable or desirable. It must be cast directly and primarily upon the evidence in support of those made by the Tax Court. If a substantial basis is lacking the appellate court may then indulge in making its own inferences and conclusions or it may remand the case to the Tax Court for further appropriate proceedings. But if such a basis is present the process of judicial review is at an end. Helvering v. National Grocery Co., 304 U. S. 282, 294; Wilmington Trust Co. v. Helvering, 316 U. S. 164, 168; Commissioner v. Heininger, 320 U. S. 467, 475; Dobson v. Commissioner, 320 U. S. 489.

Our examination of the record convinces us that the factual inferences and conclusions of the Tax Court are supported by substantial evidence. While decisions as to the purchase and sale of American securities were made in the Edinburgh offices, there was abundant evidence that the American office performed vital functions in the taxpayers' investment trust business. The uncontradicted evidence showed that this office collected dividends from the vast holdings of American securities and did countless other tasks essential to the proper maintenance of a large investment portfolio. Although some matters pertaining to the American business were taken care of by others, this office performed a very substantial part [125] of these

it be found that the taxpayers in this case had "an office or place of business" in this country. See B. W. Jones Trust v. Commissioner, 132 F. 2d 914, 917.

Art. 231-1 of Treasury Regulations 94, promulgated under the Revenue Act of 1936 provides in part: "Whether a foreign corporation has an 'office or place of business' within the United States depends upon the facts in a particular case. The term 'office or place of business, however, implies a place for the regular transaction of business and does not include a place where casual or incidental transactions might be, or are, effected." Art. 231-1 of Treasury Regulations 101, promulgated under the Revenue Act of 1938, and $ 19.231-1 of Treasury Regulations 103, applying to the year 1939, are substantially the same.

duties and could be held to have satisfied the statutory requirements. We cannot say that it was unreasonable for the Tax Court to conclude that this office was more than a sham and that it was used for the regular transaction of business. Hence it was proper as a matter of law for the Tax Court to classify the taxpayers as resident foreign corporations under § 231 (b). We do not decide or imply that the contrary inferences and conclusions urged by the Commissioner are entirely unreasonable or completely unsupported by any probative evidence. We merely hold that such contentions are irrelevant so long as there is adequate support in the evidence for what the Tax Court has inferred. It follows that the Tax Court's conclusions in this case cannot be set aside on appellate review.

3

Moreover, this case exemplifies one type of factual dispute where judicial abstinence should be pronounced. The decision as to the facts in this case, like analogous ones that preceded it, is of little value as precedent. The factual pattern is too decisive and too varied from case to case to warrant a great expenditure of appellate court energy on unravelling conflicting factual inferences. The skilled judgment of the Tax Court, which is the basic fact-finding and inference-making body, should thus be given wide range in such proceedings.

The judgment of the Circuit Court of Appeals for the Fourth Circuit is affirmed. The judgment of the Circut Court of Appeals for the Third Circuit is reversed.

9. INDUSTRIAL ADDITION ASSOCIATION v. COMMISSIONER OF INTERNAL REVENUE

(323 U. S. 310. No. 118-Decided January 2, 1945)

1. In § 1141 of the Internal Revenue Code, relating to review of decisions of the Tax Court, the terms "jurisdiction" and "venue" have their usually accepted meaning. P. 315.

2. By § 1141 (a) all of the Circuit Courts of Appeals and the United States Court of Appeals for the District of Columbia are given jurisdiction to review decisions of the Tax Court, that is, power to act judicially upon a petition for review. P. 314.

3. By § 1141 (b) (1) one of the courts of appeals is designated as the court of proper venue, that is, the place where the petition will be heard. P. 314. [311] 4. The objection that the petition is filed in the wrong circuit, being one to venue, may be waived by the Government; and this it did here by stipulating that the case be heard in the court of appeals designated by the parties. P. 314.

(a) The stipulation is not required to be filed within three months of the decision of the Tax Court. P. 314.

P. 315.

(b) Nash-Breyer Motor Co. v. Burnet, 283 U. S. 483, distinguished. 5. Petitioner filed a petition for review in the court below within the three months' period allowed for that purpose by § 1142. That court was not the court of proper venue under § 1141 (b) (1). More than three months after the deci sion of the Tax Court, the parties made and filed a stipulation to have the case heard in the court below. Held, the court below on filing of the petition had jurisdiction, and on the filing of the stipulation was the court of proper venue. Dismissal of the petition for want of jurisdiction was therefore improper. P. 315.

141 F. 2d 636, reversed.

3 See Linen Thread Co. v. Commissioner, 128 F. 2d 166; Aktiebolaget Separator v. Commissioner, 45 R. T. A. 243, affirmed in 128 F. 2d 739 B. W. Jones Trust v. Commissioner. 132 F. 2d 914; Fajardo Sugar Co. v. Commissioner, 20 B. T. A. 980; Recherches Industrielles v. Commissioner, 45 B. T. A. 253.

Certiorari, 323 U. S. 690, to review a judgment dismissing for want of jurisdiction a petition for review of a decision of the Tax Court, 1 T. C. 378.

MR. CHIEF JUSTICE STONE delivered the opinion of the Court.

In this case petitioner, deeming itself exempt from income and excess profits taxes, failed to file any tax returns for the years 1932 to 1936 inclusive. The Commissioner assessed petitioner for the taxes for those years, with penalties, and the Tax Court has sustained the assessment as to the income taxes and attendant penalties. Petitioner, within the three months allowed for that purpose by § 1142 of the Internal Revenue Code, sought review of the [312] Tax Court's decision by a petition for review filed with the Court of Appeals for the Sixth Circuit.

By § 1141 (a) of the Internal Revenue Code, entitled "Jurisdiction", the Circuit Courts of Appeals and the Court of Appeals for the District of Columbia are given "exclusive jurisdiction to review the decisions" of the Tax Court. Subsection (b) (1), entitled "Venue", provides that "such decisions may be reviewed by the Circuit Court of Appeals for the circuit in which is located the collector's office to which was made the return of the tax in respect to which the liability arises or, if no return was made, then by the United States Court of Appeals for the District of Columbia." Since petitioner filed no return, the Court of Appeals for the District of Columbia was the court of proper venue under this subsection. If petitioner had made a return, it would have been required to file it with a collector whose office was within the sixth circuit, that of the court below; in that event, that court would have been the court of proper venue. The Code provides further, in subsection (b) (2): "Notwithstanding the provisions of paragraph 1, such decisions may be reviewed by any Circuit Court of Appeals which may be designated by the Commissioner and the taxpayer by stipulation in writing."

The Commissioner suggested to petitioner that as it had filed no returns for the years in question and no written stipulation had been entered into as permitted by subsection (b) (2), the Circuit Court of Appeals for the Sixth Circuit was without "jurisdiction". In response to this suggestion, petitioner and the Commissioner, after the expiration of the three months period in which a petition for review could be filed, entered into such a written stipulation, designating the Court of Appeals for the Sixth Circuit as the court to review the decision of the Tax Court. The stipulation reserved to the Commissioner the right to challenge its timeliness and legal effect.

[313] The Court of Appeals for the Sixth Circuit, on the Commissioner's motion, dismissed the petition for review for want of jurisdiction, 141 F. 2d 636. We granted certiorari to resolve an asserted conflict of the decision below, with that of the Court of Appeals for the Fifth Circuit in Wegener v. Commissioner, 119 F. 2d 49. The question presented is whether the court below had jurisdiction of the petition for review of the decision of the Tax Court, notwithstanding petitioner's failure to file the stipulation during the three months period, within which review of the Tax Court's decision could be sought.

The use in juxtaposition, in the statute, of the terms "jurisdiction" and "venue" marks a significant distinction. On the one hand, the statute confers power on the Circuit Courts of Appeals generally, to act judicially on petitions for review presented to them-which is "jurisdiction". On the other, such of those courts as are specified by the statute, or the stipulation which it authorizes, are designated as the place where, for convenience of the courts or parties or both, the petition will be heard-which is "venue". Want of jurisdiction, unlike want of venue, may not be cured by consent of the parties; but when the court has jurisdiction, it has power to decide the case brought before it, even though the court having venue is one sitting in another circuit. General Investment Co. v. Lake Shore & M. S. R. Co., 260 U.S. 261. 272–273; Burnrite Coal Co. v. Riggs, 274 U. S. 208, 211–212; General Electric Co. v. Marvel Co., 287 U. S. 430, 434-435; Neirbo Co. v. Bethlehem Corp., 308 U. S. 165, 167-168; Freeman v. Bee Machine Co., 319 U. S. 448, 453. The right to have a cause heard in the court of the proper venue may be lost unless seasonably asserted; and in that event, the court of [314] trial having jurisdiction but not the proper venue may render a judgment binding on the parties. General Investment Co. v. Lake Shore & M. S. R. Co., supra, 272; Commercial Casualty Co. v. Consolidated Stone Co., 278 U. S. 177, 179; Freeman v. Bee Ma chine Co., supra, 453. The government may waive objections to venue, just as any other litigant may, United States v. Hvoslef, 237 U. S. 1, 12; Thames & Mersey Ins. Co. v. United States, 237 U. S. 19, 24-25; Peoria & P. U. R. Co. v. United States, 263 U. S. 528, 535-536, and here such waiver, by stipulation, is contemplated by § 1141 (b) (2).

We have no reason to suppose that the terms "jurisdiction" and "venue" were used in the statute in other than their usually accepted meaning, and no convincing reason has been advanced why that meaning should not be accepted here. Unless these plain terms are to be disregarded, all the Circuit Courts of Appeals are given jurisdiction to review decisions of the Tax Court upon a petition for review, that is, power to act judicially upon the petition. Peoria & P. U. R. Co. v. United States, supra, 535–536. Consequently when in this case petitioner filed its petition with the Court of Appeals for the Sixth Circuit, that court did not lack power to proceed with the cause, although the court of proper venue was the Court of Appeals for the District of Columbia, as prescribed by § 1141 (b) (1). The parties were free to waive this defect of venue, by filing the stipulation in compliance with subsection (b) (2), designating the court below as the one to act upon the petition, which was already before it and of which it then had jurisdiction.

The government urges that the stipulation here did not comply with § 1141 (b) (2), since it was not filed within three months of the decision of the Tax Court. But § 1141 (b) (2) does not by its terms place any time limitation upon the filing of the stipulation. The government relies [315] on the three months limitation in § 1142, which is in terms. applicable only to the filing of the petition for review. The petition here was filed within three months in a court having jurisdiction, and

1 See Peoria & P. U. R. Co. v. United States, 263 U. S. 528, 535-536, where this Court explained the same distinction made in the Urgent Deficiencies Act, 38 Stat. 219, 28 U. S. C. § 41 (28), 43.