Nariman Teymourian - Page 14

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               4.  No Collateral Secured Repayment of the Loan                        
               The lack of collateral pledged to secure repayment is                  
          indicative of a constructive dividend.  See Crowley v.                      
          Commissioner, supra at 1083; Roschuni v. Commissioner, supra at             
          1201-1202; Jones v. Commissioner, supra.  Petitioner testified              
          that he was not asked to provide collateral, but he understood              
          his shares of Caspian would secure repayment.  Under California             
          State law, a creditor can acquire an enforceable security                   
          interest in collateral by having the debtor sign a security                 
          agreement and deliver the certificated security to the secured              
          party.  Cal. Com. Code secs. 8301, 9203(b) (West 2005).  The                
          record is devoid of any evidence that petitioner signed a                   
          security agreement or delivered his Caspian stock to Caspian.               
          Therefore, we find that there was no collateral, including the              
          Caspian stock, pledged to secure repayment.  This factor weighs             
          in favor of finding a constructive dividend.                                
               5.  Petitioner Made Repayments of $400,000                             
               Repayments of the amounts disbursed indicate the existence             
          of a loan.  Crowley v. Commissioner, supra at 1083; see also                
          Miele v. Commissioner, supra at 568; Roschuni v. Commissioner,              
          supra at 1201; Weigel v. Commissioner, supra.  However, to be               
          persuasive, the amounts of repayments in comparison to the                  
          amounts owed must be substantial and not merely nominal.  Miele             
          v. Commissioner, supra at 568.                                              






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