Affiliated Foods, Inc. - Page 29

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          subject to a single level of tax, assuming the shareholders                 
          include the patronage distributions in income.  Gold Kist Inc. v.           
          Commissioner, supra at 714.  Petitioner purchased products from             
          vendors and Western and resold them to member and nonmember                 
          stores for a profit.  Ordinarily, petitioner would distribute the           
          patronage income to the shareholders who own member stores and              
          retain the nonpatronage income.                                             
               Petitioner asserts that the cash it provided to the vendors            
          at the annual food show from check transactions and promotional             
          accounts should not be included in its income because it held               
          these funds as a nontaxable intermediary.  Respondent argues that           
          this cash was income to petitioner, and that the food show cash             
          payments to members were merely part of a scheme to bypass the              
          patronage dividend rules by way of the vendors.  To resolve this            
          issue, we must examine the facts and circumstances of the case.             
          Angelus Funeral Home v. Commissioner, 47 T.C. at 395; Seven-Up              
          Co. v. Commissioner, supra at 977;                                          
               The economic substance of a transaction, rather than the               
          form in which it is cast, is controlling for Federal income tax             
          purposes; thus, courts may pierce the form of a transaction and             
          tax the substance.  Griffiths v. Helvering, 308 U.S. 355, 356-357           
          (1939); Gregory v. Helvering, 293 U.S. 465, 469 (1935).  The                
          underlying philosophy of the "substance over form" doctrine is to           
          prevent taxpayers from attempting to subvert the taxing statutes            






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