Opinion of the Court. 291 U.S. was approved for the balance found due; and it recorded its findings. Such a determination would be " final settlement" for purposes of the Heard Act if payment had preceded action by the Comptroller General. Consolidated Indemnity & Ins. Co. v. W. A. Smoot & Co., supra. If, as respondent maintains, this determination may be supplanted by a subsequent settlement by the Comptroller General, the subcontractors could never be certain that the departmental determination would mark the period of limitation, and suits begun within the statutory period measured from this determination might have to be discontinued and begun anew if the departmental head or disbursing officer should later refer the claim to the Comptroller General. A construction so out of harmony with administrative practice, so inconvenient in operation and so inconsistent with the obvious purpose of the statute is not to be entertained. No such consequences either to the government or to subcontractors can result from treating the departmental settlement as the final one within the meaning of the Heard Act. There is no more occasion for delaying suit on the bond because of the contingency that the departmental determination may not be approved by the Comptroller General in his auditing of the accounts, than because of the contingency that any administrative determination may not be approved by the courts. See Illinois Surety Co. v. United States to the use of Peeler, supra, 221; Consolidated Indemnity & Ins. Co. v. W. A. Smoot & Co., supra, 997. A different question would be presented if the department concerned declined to settle the claim and referred it to the General Accounting Office for settlement. See Lambert Lumber Co. v. Jones Engineering & Const. Co., supra. Reversed. Statement of the Case. HELVERING, COMMISSIONER OF INTERNAL REVENUE, v. NEWPORT CO. CERTIORARI TO THE CIRCUIT COURT OF APPEALS FOR THE SEVENTH CIRCUIT. No. 515. Argued February 15, 16, 1934. Decided March 5, 1934. 1. Under § 280 (1) of the Revenue Act of 1926, an income and excess profits tax which might lawfully have been assessed, under an earlier Act, against a transferor of all of his property, before the transfer, may be assessed against the transferee in the same manner and subject to the same provisions and limitations as in the case of a deficiency in a tax imposed by the 1926 Act. P. 487. 2. Under § 278 (c) of the Revenue Act of 1926, the time for assessment may be extended by waiver even though the period limited for assessment by § 277 had expired before the waiver was given. P. 488. 3. Any doubt that § 1106 (a) of the Revenue Act of 1926, in providing that the bar of the statute of limitations should not only operate to bar the remedy but should extinguish the right, was not intended to make § 278 (c)-the waiver section-inapplicable to assessments barred by limitations, was removed by § 612, Revenue Act of 1928, which repealed § 1106 (a) retroactively as of the effective date of the 1926 Act. P. 489. 4. Congress, with the consent of the taxpayer, has power to reëstablish his tax liability and to authorize assessment of the tax, even though extinguished by the running of the statute of limitations, and Congress evidenced that purpose by repealing § 1106 (a) as of its effective date, leaving unaffected § 278 (c). P. 491. 5. An assessment made after time but with consent of the taxpayer by waiver given under § 278 (c) was validated by the subsequent act of Congress repealing § 1106 (a) as of its effective date. Pp. 488-490. 65 F. (2d) 925, reversed. CERTIORARI, 290 U.S. 620, to review the affirmance of a decision of the Board of Tax Appeals, 22 B.T.A. 833, overruling a deficiency assessment of income and profits taxes. Opinion of the Court. 291 U.S. Mr. Erwin N. Griswold, with whom Solicitor General Biggs and Messrs. Sewall Key and J. P. Jackson were on the brief, for petitioner. Mr. Charles F. Fawsett, with whom Mr. Richard S. Doyle was on the brief, for respondent. MR. JUSTICE STONE delivered the opinion of the Court. This case comes here on certiorari to review a judgment of the Court of Appeals for the Seventh Circuit, 65 F. (2d) 925, affirming a decision of the Board of Tax Appeals, that a deficiency assessment against respondent as transferee of the assets of the Newport Chemical Works, Inc., for 1917 income and profits taxes of the transferor was barred by the statute of limitations. In 1919 the Chemical Works, a Maine corporation, after it had filed its tax return for 1917, transferred all its assets to the respondent, a Delaware corporation, which, as consideration for the transfer, issued its stock to the stockholders of the transferor and assumed all liabilities of the transferor. On March 1, 1920, the Supreme Court of Maine entered a decree which purported to dissolve the Chemical Works. The statutory period of limitation for the assessment and collection of the 1917 taxes, as the government concedes, expired on April 1, 1923, five years after the return for that year had been filed. Whether this period was extended by waiver so as to include the date of deficiency assessment fixed by the Commissioner's sixtyday letter of March 14, 1927, depends on the validity and effect of several documents filed with the Commissioner by the Chemical Works or by respondent. During the period from December 15, 1920, to November, 1926, six documents, asserted by the government to be waivers extending the time for assessment, were executed by the Chemical Works by an officer or its general counsel, and lodged with the Commissioner. On or about November 6, 1926, a further waiver extending the period 485 Opinion of the Court. for assessment to December 31, 1927, executed by respondent by its president, was filed with the Commissioner. The court below and the Board of Tax Appeals both held, as respondent argues here, that the period for assessment and collection of the tax, which had been indefinitely extended by the terms of the first waiver, was terminated and the assessment barred on April 1, 1924, by a departmental ruling (Mimeograph 3085, II-1 Cum. Bull. 174, April 11, 1923); that all the subsequent waivers, before that of November 6, 1926, were void because they were given by the Chemical Works, which had been previously dissolved; and that, as the assessment against the Chemical Works had thus been barred prior to the Revenue Act of 1926, the right to assess the respondent as transferee could not, under the provisions of that Act, be revived by respondent's waiver of November 6, 1926. Several independent grounds are urged by the government to support the challenged deficiency assessment. The only one which we need now consider is that the waiver of November 6, 1926, unaided by the earlier ones, extended the time for the assessment against the respondent, as transferee of the Chemical Works, until its expiry date, December 31, 1927. Before that date the assessment had been made. Respondent, as such transferee, became liable for any tax which might have been lawfully assessed against its transferor before the transfer, and § 280 (a) (1) of the Act of 1926 directs that such liability "shall . . . be assessed, collected and paid in the same manner and subject to the same provisions and limitations as in the case of a deficiency in a tax imposed" by that Act. Phillips v. Commissioner, 283 U.S. 589. If, as respondent maintains and as the court below held, any assessment was barred before respondent's waiver of November 6, 1926, the effect of that waiver upon the right to assess respondent pursuant to § 280 must be determined by the Revenue Act of Opinion of the Court. 291 U.S. The provisions of the Act applicable to limitations and waivers are found in §§ 277 and 278. Section 277 fixes the period of limitation, but § 278 (c) provides: "Where both the Commissioner and the taxpayer have consented in writing to the assessment of the tax after the time prescribed in section 277 for its assessment the tax may be assessed at any time prior to the expiration of the period agreed upon." Had these provisions stood alone the waiver of November 6, 1926, if otherwise valid, would have extended the time for assessment to the specified date, December 31, 1927, even though it was made after the period for assessment had expired. There is nothing in § 278 (c) or related sections which requires that a waiver be given prior to the expiration of the statutory period, and this Court has uniformly held that, under the identical § 278 (c) of the 1924 Act, the defense of the statute of limitations may be waived by the taxpayer after, as well as before, the expiration of the statutory period. McDonnell v. United States, 288 U.S. 420; Stange v. United States, 282 U.S. 270; Brown & Sons Lumber Co. v. Burnet, 282 U.S. 283, 287; Burnet v. Railway Equipment Co., 282 U.S. 295, 298. To avoid this conclusion here, respondent relies on § 1106 (a) of the Act of 1926, which provides that "The bar of the statute of limitations against the United States in respect of any internal-revenue tax shall not only operate to bar the remedy but shall extinguish the liability; . . This section, it is said, indicates a Congressional intent that, once the liability of the taxpayer is extinguished, it should not be revived by waiver. The government argues that this attempted distinction between the defense of the bar of the statute of limitations and the defense that the liability has been extinguished is, at most, only formal and does not affect the application of § 278 (c); that a defense founded on a right which may |