Estate of Robert E. Cartwright, Deceased, Dorothy G. Cartwright, Executrix - Page 16

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               Petitioner argues that, like the accounts receivable in                
          Steffen, the source-attorney fees provision in the 1973 agreement           
          was a financing arrangement by which future CSB fees would be               
          used to redeem a retiring or deceased shareholder’s stock.  We              
          disagree.  The $5 million payment was for both decedent’s CSB               
          stock and any claims for work in process; in Steffen, we found              
          that the corporation paid the taxpayer solely for his stock.                
          Unlike Steffen, CSB and decedent did not intend to measure the              
          value of decedent’s CSB stock solely by the amount of the                   
          insurance payment.                                                          
               3.   Erickson and Estate of Bette                                      
               Petitioner relies on Erickson v. Commissioner, 56 T.C. at              
          1123-1124, and Estate of Bette v. Commissioner, T.C. Memo. 1977-            
          404, because in those cases the parties to stock redemption                 
          agreements included unpaid profits in measuring the value of the            
          stock.  Petitioner's reliance is misplaced.  Unlike the agreement           
          in the instant case, the written agreements in Erickson and                 
          Estate of Bette were solely stock redemption agreements.  Here,             
          as we have stated, the agreement provided for payment not only to           
          redeem stock, but also for any claims to cases or work in                   
          process.                                                                    
          C.   CSB's Ownership of Work in Process                                     
               Petitioner asserts that, under California law, work in                 
          process is a corporate asset and that shareholders do not own               





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