Anthony Teong-Chan Gaw as Transferee of Radcliffe Investment LTD. - Page 40

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            assist Mr. Jee, in 1985 he allowed him to encumber NMSC's proper-                              
            ty with a $5,000,000 second deed of trust.  This indicates to us                               
            that the relationship between petitioner and Mr. Jee was such                                  
            that his consent could probably have been obtained had it been                                 
            requested.  We have found nothing in the record before us to                                   
            suggest that Radcliffe and BOT could not have encumbered the                                   
            assets of the respective partnerships in which they held a major-                              
            ity interest had they desired to do so.                                                        
                  Based on our review of the entire record in these cases,                                 
            petitioner has failed to persuade us that the Bank transactions                                
            took the form they did because of the need of Radcliffe and of                                 
            BOT to obtain the consent of Mr. Jee before the respective assets                              
            of NMSC and 300 Montgomery Associates could be encumbered.                                     
                  We have found on the instant record that petitioner has not                              
            established that the Bank transactions took the form they did                                  
            because of any nontax, business purpose of Radcliffe and BOT that                              
            petitioner alleges on brief.94                                                                 


            93(...continued)                                                                               
            Mr. Jee's remaining interest in NMSC, which it did in March 1986.                              
            94  Petitioner also contends on brief, relying in part on his                                  
            testimony, that (1) he did not have the resources to finance the                               
            acquisition by Radcliffe and by BOT of their interests in NMSC                                 
            and 300 Montgomery Associates, respectively; (2) the proceeds of                               
            the loans by the U.S. banks in question to Radcliffe and to BOT                                
            were used for those purposes; and (3) Radcliffe and BOT expected                               
            to make a profit on those acquisitions.  Assuming arguendo we                                  
            were satisfied that the record in these cases established those                                
            reasons, they would merely provide an overall justification for                                
            the decision of Radcliffe and of BOT to borrow money.  They would                              
                                                                            (continued...)                 




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