Charles Kadlec and Leslie C. Kadlec - Page 10

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          Inability of SLI to Obtain Funds from Outside Sources                       

               In Segel v. Commissioner, 89 T.C. at 832, we explained that            
          the focus of this factor "is not simply on the ability of a                 
          corporation to obtain the funds from outside sources; rather, the           
          focus is whether an outside lender would have lent the funds on             
          the same or similar terms.”  The record in this case clearly                
          establishes that an independent outside lender would not have               
          made the same advances to SLI as did Mr. Kadlec.  The corporate             
          minutes from a special meeting of SLI’s board of directors on               
          April 22, 1981, state that Hudson National required Mr. Kadlec to           
          personally countersign the borrowing.  In addition, corporate               
          minutes from meetings of SLI’s board of directors on April 20,              
          1982, and May 6, 1986, indicate that advances from Mr. Kadlec               
          were necessary, because SLI no longer had any outside sources               
          available for borrowing.  Presence of this factor indicates that            
          the advances were contributions to capital.                                 

          The Risk Involved                                                           

               Advances by a shareholder that are placed at the risk of the           
          corporation's business are likely to be considered contributions            
          to capital.  Nassau Lens Co. v. Commissioner, 308 F.2d 39, 47 (2d           
          Cir. 1962), remanding 35 T.C. 268 (1960); Gilbert v.                        
          Commissioner, 248 F.2d 399, 406-407 (2d Cir. 1957), remanding               





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