Heritage Auto Center, Inc. - Page 21

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          agreement lacked economic significance and was in substance a               
          disguised payment for goodwill or going-concern value.                      
               Petitioner argues that the consulting agreement has economic           
          significance, because it needed Mr. Wright's assistance in                  
          dealing with Toyota.  We recognize that Mr. Wright had extensive            
          knowledge and experience in dealing with Toyota, and that this              
          knowledge and experience would be helpful to petitioner.                    
          Furthermore, Mr. Wright did consult with petitioner's                       
          shareholders regarding Toyota.                                              
               Respondent argues that petitioner's shareholders would have            
          little, if any, need to consult with Mr. Wright.  Petitioner's              
          shareholders had extensive experience in the domestic and                   
          imported automobile dealership business, including experience               
          with a Japanese manufacturer.  However, petitioner's shareholders           
          had no experience dealing with Toyota.                                      
               The negotiations which culminated in the creation of the               
          consulting agreement were conducted between Mr. Richardson and              
          Mr. Wright, neither of whom testified.  There was evidence that             
          the buyers rejected the per diem portion of the proposed                    
          consulting agreement, because, according to their counsel, it               
          made the consulting agreement look like a "sham".                           
          This sparse evidence regarding the negotiation of the consulting            
          agreement does not indicate that the agreement had economic                 
          substance.  Schulz v. Commissioner, 294 F.2d at 54-55; Buffalo              
          Tool & Die Manufacturing Co. v. Commissioner, supra; Major v.               




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