Petitioners further rely on the fact that title to the
horses was transferred to APECO prior to their sale and that
APECO was not a shell corporation used merely for tax avoidance.
We have considered those facts; however, in reaching our
decision, we do not conclude that any particular aspect of the
transactions in issue is fictitious or a sham. Rather, we view
the transactions as a whole and, when the transactions are so
considered, the transactions amount in substance to a sale of the
horses by Mr. Kluener. Id. at 609. As the Supreme Court noted
in Commissioner v. Court Holding Co., 324 U.S. at 334: "the tax
consequences which arise from gains from a sale of property are
not finally to be determined solely by the means employed to
transfer legal title. Rather, the transaction must be viewed as
a whole". Moreover, a corporation need not be a shell in order
to be treated as a conduit. Bank of Am. Natl. Trust & Sav.
Association v. Commissioner, 15 T.C. 544, 552-553 (1950), affd.
per curiam 193 F.2d 178 (9th Cir. 1951); Gaw v. Commissioner,
T.C. Memo. 1995-531. Accordingly, the circumstances to which
petitioners point are not conclusive.
Additionally, petitioners, noting that we have in the past
considered whether a nontax, business purpose exists for the
transfer of property for purposes of identifying the actual
seller of the property, contend that the transfer to APECO was
supported by a business purpose; namely, providing APECO with a
source of funds to develop the Planatronic. Petitioners also
contend that, having decided to put additional capital into
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