Highland Farms, Inc. and Subsidiary - Page 29

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          most significant factor is the characterization of the parties to           
          the transaction in their written agreement.  Both petitioner and            
          the "purchasers" of the properties in question had a significant            
          interest in that characterization.  The "sale" characterization             
          used in the documents for underlying transactions gave the                  
          purchasers ownership which was potentially important for purposes           
          of the purchasers' deduction of interest and real estate taxes.             
          If petitioner prevails, those tax benefits, and possibly others,            
          would be jeopardized.  In similar situations, we have required              
          taxpayers who attempt to recharacterize the written terms of a              
          transaction to adduce strong proof that the written contract was            
          without economic substance.  North American Rayon Corp. v.                  
          Commissioner, 12 F.3d 583 (6th Cir. 1993), affg. T.C. Memo. 1992-           
          610; Commissioner v. Danielson, 378 F.2d 771, 775 (3d Cir. 1967),           
          vacating and remanding 44 T.C. 549 (1965); Ullman v.                        
          Commissioner, 264 F.2d 305, 308 (2d Cir. 1959), affg. 29 T.C. 129           
          (1957).  Petitioner has failed to produce such strong proof.                
          Based on all of the above facts and circumstances, we hold that             
          the cluster home or condominium transactions were sales.  In                
          light of this, petitioner had no depreciable interest in the                
          cluster homes or condominiums, and respondent properly disallowed           
          deductions for depreciation.  Weiss v. Wiener, 279 U.S. 333                 
          (1929); Taube v. Commissioner, 88 T.C. 464 (1987).  Petitioner is           
          also taxable on the net gain on the sales transactions.  See                
          supra notes 2, 13.                                                          
          Section 6661 Addition to Tax                                                
               Section 6661 provides for an addition to tax for the                   



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