Barry B. Bealor and Nancy L. Bealor, et al. - Page 56

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          might have intruded if Machise encountered financial difficulty,            
          and its creditors undertook to collect those notes.  Fred                   
          precluded collection of the notes by executing "termination                 
          agreements" on behalf of both the alleged debtors and lenders in            
          the employee leasing agreements.  He did so in order to "get rid            
          of the risk" that the notes would ever be paid.                             
               The Pettisanis' claimed interest payments are based upon a             
          debt transaction that was not conducted at arm's length by two              
          economically self-interested parties.  Moreover, that debt is               
          based upon "peculiar circumstances"--in particular offsetting               
          transactions and the MIT 82 termination agreement--indicating               
          that it would not be paid.  For tax purposes, we therefore                  
          disregard that debt and the interest it allegedly generated.                
          Respondent properly disallowed the interest deductions claimed by           
          the Pettisanis.                                                             
          III. Intercoastal Is Not Entitled To Deduct From Its Income the             
               Accrued Interest, Management Fees, or Override Payments to             
               the Leasing Partnerships                                               
               The final substantive question is whether Intercoastal,                
          through its subsidiary Machise, was entitled to deduct amounts              
          generated by its dealings with the partnerships.  Once again, the           
          factors that show the employee leasing transactions to be shams             
          also apply to the Intercoastal/Machise deductions.                          
               It is obvious that Machise was induced to participate in the           
          employee leasing program by the promise of substantial tax                  
          benefits.  In exchange for running its business normally, it                




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