Foretravel, Inc. - Page 27

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            transpired between petitioner and Northwest during the fiscal                                  
            year ended June 30, 1989.  Respondent looks at the events during                               
            this period, and particularly the advances made by petitioner to                               
            Northwest, as being either loans which created debt or                                         
            contributions to capital.  Respondent views petitioner as a                                    
            stockholder of Northwest and analyzes the advances by petitioner                               
            to Northwest under the traditional debt-equity considerations.                                 
            See Estate of Mixon v. United States, 464 F.2d 394, 402 (5th Cir.                              
            1972) (applying 13 debt-equity factors).  Using that approach,                                 
            respondent concludes that no bona fide debtor-creditor                                         
            relationship between petitioner and Northwest was created after                                
            October 10, 1988, because the advances and extensions of credit                                
            by petitioner to Northwest after that date were worthless when                                 
            made.  See Putnam v. Commissioner, 352 U.S. 82, 88 (1956)                                      
            (taxpayer who voluntarily buys a debt with knowledge that he will                              
            not be paid is considered not to have acquired a debt).                                        
                  Petitioner, on the other hand, views the transactions during                             
            this period as an attempt to bail out and salvage a dealership                                 
            that was important to petitioner.  Northwest covered a territory                               
            which had substantial potential.  Prior to the years in issue,                                 
            Northwest had been profitable and responsible for many sales of                                
            petitioner's motor coaches.  Petitioner wanted to keep Northwest                               
            as a healthy, profitable dealership because of its own self-                                   
            interest in selling motor coaches.  As the scenario further                                    
            developed and the bankruptcy of Northwest became a real                                        




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