As set out in the complaint, the suit was founded “upon the provisions of the Agricultural Adjustment Act of 1933, 48 Stat. 31 [7 U.S.C.A. § 601 et seq.], and Title VII of the Revenue Act of 1936 [7 U.S.C.A. § 644 et seq.]’’,1 It was for the refund of processing taxes paid not by plaintiff but by its subsidiary2 on the slaughtering of hogs for plaintiff. Its claim that the facts alleged3 entitled it, though it was not the *985taxpayer, to maintain the suit was rejected by the district judge,4 and from an adverse judgment on the pleadings, plaintiff has appealed.

Appellant is here insisting that having borne the burden of the tax, and later, in December, 1935, become merged with Abattoir, it then acquired a vested legal and equitable right to recover the taxes Abattoir had paid, and that Section 902 of the Act of 1936, imposing “conditions on allowance of refunds” did not, indeed could not, constitutionally take this right away.

Whatever may be said of that part of its contention that its claim for refund is not opposed to but is in accordance with Section 902(a) of the Act, it is quite clear that its constitutional point is not well taken. Suable only by its consent, the United States may place conditions and limitations upon that consent, and one who avails himself of it to sue the United States must bring and maintain his suit under the conditions and limitations imposed.5 It may not at all be doubted that Sec. 902 as to the refunds it deals with limits and conditions the consent of the United States to be sued, nor that plaintiff may not in a suit brought on that consent contest the constitutionality of the conditions imposed. The Anniston case,6 on which appellant seems to rely, is not at all in point. There the plaintiffs were proceeding, not under the Act against the United States, but despite the Act, which, in Sec. 910, freed him from liability, against the collector. Claiming that their actions against the collector could not be constitutionally taken away by substituting a limited right of action against the United States, they were met in the United States Circuit Court of Appeals 7 with the holding that the Congress could do just that, and in the Supreme Court with the holding that the Act had not taken from the taxpayers, but had left them with, the only substantial right they could claim, the right ex aequo et bono,8 to get back the taxes they had paid the collector.

*986On the second branch of its argument that its suit is consistent with Section 902(a), appellant, pointing to the use in the section of the word “claimant”, insists that though it is not the taxpayer, it “is the claimant”, having acquired the taxpayer’s right of action as a result of a corporate reorganization and having filed the claim for refund. It concedes, as indeed it must upon the authorities,9 that ordinarily the taxpayer and the taxpayer alone is the claimant and that, if there had been no reorganization, and Abattoir, continuing its corporate existence, had sought to prosecute its claim without complying with Sec. 902(b), Sec. 902(a) would prevent its recovery. It insists, however, that since, if the reorganization and merger had not taken place, it might have qualified itself to sue under Sec. 902(b) by repaying plaintiff, the merger with plaintiff, though not constituting a legal payment and not in literal compliance with the section, brought plaintiff’s case within its spirit. But it does not stop here. Urging upon us that it does not need to rely on compliance with Sec. 902 (b), it insists that under the peculiar circumstances here pressed, it may be regarded as a claimant entitled under Sec. 902(a) to recover.

We think it quite plain that plaintiff can take no comfort from Sec. 902(b). We put to one side the difficulty in fitting 902(b) to this case arising from the fact that it speaks not of a processor for hire repaying the taxes its customer had paid to it as part of the costs of processing, but of a vendor repaying to its vendee, and that if they had desired to do so, plaintiff and its subsidiary could not have re-rigged the transaction to fit it under the statute. For the insuperable difficulty confronts plaintiff that taxation has to do with what was, rather than with what might have been, done, with actualities, not suppositions, and no attempt whatever has been made to comply with the section. On the contrary, the subsidiary, without doing anything to put itself in position to recover, folded up and quit.

We think it equally plain that appellant is not, within Section 902(a), a claimant entitled to recover. To begin with, appellant is not the taxpayer. To end with, it is to the taxpayer that the Government has given its consent to sue, and to the taxpayer alone. It is, therefore, quite clear that appellant cannot recover unless the peculiar circumstances, of which appellant makes so much, that the stockholders of the subsidiary taxpayer sold out to the parent company for stock in it and then dissolved taxpayer, have operated to make claimant and taxpayer legally and spiritually one.

Appellant, not contesting this, insists that this in effect is exactly what occurred: the claimant who bore the burden became the taxpayer, the taxpayer who had passed it on became the claimant who had borne it, with the result that, purged of sin and completely pure, the claimant taxpayer and taxpayer claimant, become one, can maintain the suit. In support of its view that it can, it cites and strongly relies on Interwoven Stocking Co. v. United States, 3 Cir., 144 F.2d 768. There, a parent corporation was engaged in the business of selling and distributing the product manufactured by its subsidiary, the processing tax was imposed on and paid by the subsidiary, which in turn passed the burden to the parent. Afterwards subsidiary and parent merged. It was held that the plaintiff, though not the taxpayer, was entitled to recover in its suit the processing taxes illegally collected from its subsidiary.

The Government insists that the facts in that case are different from those presented here. There, it says, the subsidiary was operating merely as the “manufacturing department of the integrated organization”, and there was a real reorganization and merger of the two companies, while here Abattoir was not a department of claimant but was doing processing for a fee for others than it, and, further, there was no reorganization aqd merger here, but a mere transfer of assets by Abattoir followed by its dissolution. It insists further that the case was not well decided.

We agree with the Government that the facts of the two cases are not identical. But we agree with appellant that in substance the two cases are the same, and if we could agree with it that the case was well decided, we should agree with it that the judgment appealed from here should be reversed. But we are not satisfied with the result in that case, that a corporation who *987had not paid the tax, but had merely borne the burden of it, is entitled to recover taxes it did not pay, nor with the reasoning that this is so because it was closely affiliated with the taxpayer, its subsidiary, and subsequently merged with it. Without expressly holding that separate corporate entities may be disregarded, indeed, apparently holding that they may not, the opinion seems to turn on the idea that by a kind of legal metapsychosis taxpayer and burden bearer have become one and that since tax refunds are granted on equitable principles, the statute must be construed and applied not as written but so as to give effect to the supposed equitable purpose of Congress, while preventing unjust enrichment, to allow anyone who bore the burden of the tax to sue for its refund. Thus, though neither subsidiary nor parent, before the merger, was a claimant entitled to suit, and taxpayer had no right of suit which it could transfer to the parent, from the merger of taxpayer and parent a right sprang which before the merger did not exist. It would, we think, hardly be claimed that two persons having individually no right to sue, could, by merging their businesses, acquire the right. If, in short, instead of being two corporations, taxpayer and burden bearer here were two individuals, we think nobody would claim that neither the individual taxpayer nor the individual burden bearer could sue, the burden bearer could acquire a right to sue by merely consolidating his business with that of the taxpayer. We see no reason for supposing that what two individuals cannot accomplish, two corporations can. The district judge was right. His judgment is affirmed.