Heritage Auto Center, Inc. - Page 20

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               The Tax Reform Act of 1986, Pub. L. 99-514, sec. 101(a), 100           
          Stat. 2085, 2096, eliminated the tax rate differential between              
          ordinary income and capital gains.  Staff of Joint Comm. on                 
          Taxation, General Explanation of the Tax Reform Act of 1986, at             
          178, 181 (J. Comm. Print 1987).  This lack of a tax rate                    
          differential continued through the years at issue.  Sec. 1(a),              
          (j).                                                                        
               In the case at bar, respondent has noted this lack of a tax            
          rate differential, and she argues that the buyers and Mr. Wright            
          did not have adverse tax interests when negotiating the                     
          allocations which are the subject of this case.  We agree.                  
          Accordingly, we strictly scrutinize these allocations.  Schulz v.           
          Commissioner, supra; Buffalo Tool & Die Manufacturing Co. v.                
          Commissioner, supra at 447-448; Lemery v. Commissioner, supra at            
          376.                                                                        
               In this case, the consulting agreement and the covenant not            
          to compete were integrated into a single agreement.  We will                
          consider the consulting agreement and the covenant not to compete           
          separately to determine whether the payments were for the                   
          purposes designated by the parties.                                         
               a.  Consulting Agreement                                               
               Petitioner asserts that it should be entitled to claim                 
          deductions for the amortization of the purchase price of the                
          consulting portion of the final agreement (consulting agreement).           
          Respondent determined that the allocation to the consulting                 




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