Estate of Robert G. Kluener, Deceased, Donald E. Hathaway, Co-executor and Charlotte J. Kluener - Page 21

                  Petitioners further rely on the fact that title to the                                  
            horses was transferred to APECO prior to their sale and that                                  
            APECO was not a shell corporation used merely for tax avoidance.                              
            We have considered those facts; however, in reaching our                                      
            decision, we do not conclude that any particular aspect of the                                
            transactions in issue is fictitious or a sham.  Rather, we view                               
            the transactions as a whole and, when the transactions are so                                 
            considered, the transactions amount in substance to a sale of the                             
            horses by Mr. Kluener.  Id. at 609.  As the Supreme Court noted                               
            in Commissioner v. Court Holding Co., 324 U.S. at 334:  "the tax                              
            consequences which arise from gains from a sale of property are                               
            not finally to be determined solely by the means employed to                                  
            transfer legal title.  Rather, the transaction must be viewed as                              
            a whole".  Moreover, a corporation need not be a shell in order                               
            to be treated as a conduit.  Bank of Am. Natl. Trust & Sav.                                   
            Association v. Commissioner, 15 T.C. 544, 552-553 (1950), affd.                               
            per curiam 193 F.2d 178 (9th Cir. 1951); Gaw v. Commissioner,                                 
            T.C. Memo. 1995-531.  Accordingly, the circumstances to which                                 
            petitioners point are not conclusive.                                                         
                  Additionally, petitioners, noting that we have in the past                              
            considered whether a nontax, business purpose exists for the                                  
            transfer of property for purposes of identifying the actual                                   
            seller of the property, contend that the transfer to APECO was                                
            supported by a business purpose; namely, providing APECO with a                               
            source of funds to develop the Planatronic.  Petitioners also                                 
            contend that, having decided to put additional capital into                                   

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