Richard Santulli and Virginia Santulli - Page 27

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               direction for several years, without any apparent                      
               harm.                                                                  
          No harm occurred in the sense that, since the required payments             
          were to be equal (virtually equal in the computer equipment                 
          activity), it did not matter which way around the circle payments           
          flowed.  Likewise, it would not have mattered if payments flowed            
          the right way around the circle but were made in only one-half              
          the amounts called for under the various obligations.  Indeed,              
          from a simple balance sheet point of view, it would not have                
          mattered if no payments ever were made.  Unless the circle was              
          broken, with the consequences visited on petitioner, then his               
          obligations to Proz imposed no realistic possibility that he                
          would suffer an economic loss.  As the Court of Appeals for the             
          Second Circuit said in Waters v. Commissioner, 978 F.2d at 1316-            
          1317:                                                                       
               if * * * [the party equivalent to Sha-Li or RTS]                       
               stopped making payments on its lease, it could only                    
               have expected a chain reaction resulting in * * * [the                 
               taxpayer], and then * * * [the middle entity] ceasing                  
               to make payments as well.  Any ensuing litigation would                
               similarly have resulted in a chain reaction.  Whether                  
               or not a litigant would be entitled to setoff in a                     
               particular court action, it is clear that once the dust                
               settled, the claims among the parties would have                       
               cancelled each other out.                                              
                    3.  Nonrecourse Nature of Underlying Bank Debt                    
               Both the petitioner computer installment note and the                  
          petitioner telecommunications installment note are claimed by               
          petitioner to be "limited recourse" obligations.  Assuming that             
          such obligations exposed petitioner to some personal liability,             




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