Carl Goudas and Marilyn Goudas - Page 16

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          him under section 721--to Coastal of that interest,11 with the              
          remaining $500,000 of mortgage loan proceeds being used to                  
          discharge the portion of the transaction expenses and preexisting           
          liabilities attributable to his 25-percent undivided interest               
          received from Pecaris and contributed to Coastal.                           
               Under petitioners' view, Pecaris was entitled to use 75                
          percent of its adjusted basis in the Mall in computing its gain             
          on the receipt of the reduced purchase price of $3.6 million for            
          the 75-percent undivided interest that it sold and the                      
          distributive shares of such gain to Messrs. Boyas and Spillas.              
          Applying petitioners' view, those shares of gain would remain the           
          same as reported by Pecaris and Messrs. Boyas and Spillas on                
          their returns, and no part of the Pecaris gain would be allocable           
          to petitioner.  Also, under petitioners' view, the remaining 25             
          percent of the Pecaris adjusted basis in the Mall is attributable           
          to the undivided 25-percent interest therein that petitioner                
          claims was distributed to him by Pecaris and contributed by him             
          to the capital of Coastal.                                                  



          11The rationale of allowing nonrecognition treatment to                     
          petitioner under secs. 721 and 731 of the continuation and                  
          expansion of his residual partnership interest in the Mall would            
          be that he did not liquidate his investment in the Mall but                 
          rather continued it in another form, with a greater proportionate           
          interest, subject to nonrecourse liabilities that were                      
          substantially increased both proportionately and absolutely.                
          See sec. 1.1002-1(c), Income Tax Regs.                                      




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