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contribution; (b) contribution followed by distribution of cash;
or (c) contribution with a receipt of boot. See Hesch, Tax
Management Portfolio 710, Partnerships; Overview, Conceptual
Aspects and Formation A-98 to A-100 (1996). However, there also
appears to be no authority that clearly governs the choice to be
made.
None of these possibilities was raised or argued by the
parties. We resist the temptation to tease out their varying tax
consequences because there is nothing more in the documentation
of the transaction that would allow it to be characterized more
appropriately in any of these three ways than the part-sale to
Coastal part-distribution by Pecaris to petitioner that we have
already rejected. The overwhelmingly dominant aspect of the Mall
transaction, supported both by its documentation and by the
relative cash consideration paid and received, was a sale for
cash. See sec. 707(a)(2)(B), enacted by the Deficit Reduction
Act of 1984, Pub. L. 98-369, sec. 73(a), 98 Stat. 591 (DEFRA),
and DEFRA sec. 73(b), 98 Stat. 592; sec. 1.707-9(a), Income Tax
Regs.; H. Rept. 98-861, at 862 (1984), 1984-3 C.B. (Vol. 2) 1,
116; see also secs. 1.721-1(a), 1.731-1(c)(3), Income Tax Regs.
The Mall transaction therefore stands as a sale that was a
recognition transaction to Pecaris in its entirety. We do not
regard Pecaris as having made a nontaxable capital contribution
to Coastal entitled to nonrecognition under section 721, but as
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