Foretravel, Inc. - Page 30

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            Baldwin v. Commissioner, T.C. Memo. 1993-433.  In making this                                  
            determination we will not ignore the realities of the business                                 
            world.  Santa Anita Consol., Inc. v. Commissioner, 50 T.C. 536,                                
            550 (1968); C.M. Gooch Lumber Sales Co. v. Commissioner, 49 T.C.                               
            649, 656 (1968), remanded pursuant to stipulation of the parties                               
            406 F.2d 290 (6th Cir. 1969).  We agree with petitioner's                                      
            analysis of what happened and decline to substitute respondent's                               
            different business judgment.                                                                   
                  Our first point of departure from respondent's analysis is                               
            the significance given to petitioner's ownership of Northwest's                                
            stock.  Respondent has overemphasized this fact.  Petitioner was                               
            not interested in owning Northwest but agreed to purchase the                                  
            initial 51 percent primarily to keep a Foretravel dealer in that                               
            region.  Petitioner and Nicholson entered into a repurchase                                    
            agreement giving Nicholson the option after 3 years to repurchase                              
            petitioner's 51-percent stock holdings.  In November 1988,                                     
            Nicholson delivered the remaining 49 percent, along with patent                                
            rights, to petitioner as collateral for petitioner's receivables.                              
            The patent rights proved to be of no value.  Nicholson eventually                              
            surrendered ownership of the remaining 49 percent in January                                   
            1989.  Thus, petitioner's ownership of the Northwest stock was by                              
            default rather than by design.                                                                 
                  There is no dispute that petitioner guaranteed the financing                             
            from Chrysler First in the normal course of petitioner's trade or                              
            business of selling motor homes.  A guarantor of a corporate                                   




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