Richard Santulli and Virginia Santulli - Page 24

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          1040, 1049-1050 (8th Cir. 1990), affg. T.C. Memo. 1989-142;                 
          American Principals Leasing Corp. v. United States, supra; Levien           
          v. Commissioner, supra; Thornock v. Commissioner, 94 T.C. 439,              
          453 (1990).  No single feature of the transaction generally will            
          control.  E.g., Levien v. Commissioner, supra at 127.                       
               We find no significant difference between the facts in this            
          case and those in the cases cited above.  For example, Waters v.            
          Commissioner, supra, involved a similar leasing transaction                 
          whereby the taxpayer purchased computer equipment from a middle             
          entity that purchased the equipment from a third party                      
          to which the taxpayers leased the equipment.  The third party had           
          purchased the equipment with nonrecourse bank loans and had                 
          leased it to an end-user.  The bank held a security interest in             
          the equipment and had received an assignment of the end-user                
          lease payments.  The taxpayer owned the equipment subject to the            
          bank liens and the end-user lease.  The lease payments due the              
          taxpayer from the third party "essentially matched" the                     
          taxpayer's payments to the middle entity, which, in turn,                   
          "matched" the middle entity's payments to the third party.  Id.             
          at 1312-1313.  Based on the following factors--matching payment             
          obligations, underlying nonrecourse debt, circular, matching                
          payments, and third party's promise of indemnification under the            
          lease from the taxpayer-- the Court of Appeals for the Second               
          Circuit concluded that there was no realistic possibility that              
          the taxpayer would suffer an economic loss if the underlying                




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