Medieval Attractions N.V - Page 20

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          for approximately $8,700.  Except for the price and the parties,            
          this document was virtually identical to the agreement dated                
          May 1, 1986, where TM purportedly sold the rights to the                    
          intangibles to Gatetown.                                                    
               In some instances, the corporate parties to an alleged                 
          agreement were not in existence on the date of the document.  An            
          example is a document dated February 26, 1986, whereby Lince                
          loaned money to Gatetown, and Gatetown agreed to pay Lince                  
          95 percent of Gatetown’s income.  Lince was not incorporated                
          until May 16, 1986.  Petitioners attempt to justify backdating as           
          a common practice to memorialize agreements.  In these cases,               
          however, the pattern of backdating was so pervasive as to cast              
          doubt on the reliability of petitioners' representations as to              
          what was agreed, when, and by whom.  The only intent that is                
          clear is the intent to conform to C&L's proposals to minimize or            
          avoid tax liability.                                                        
               When the intangibles became legally protected by the                   
          registration of the trademarks in 1987 and 1988, there was no               
          consideration paid to MTNV/MSI.  C&L and the Spanish investors              
          were undecided as to whether Manver or Gatetown should hold the             
          trademarks in their name.  The decision to hold the trademarks in           
          Manver’s name was not made until December 1986, when C&L received           
          a favorable tax ruling from the Netherlands Antilles.  The                  
          licensing agreements between Manver and MSI and Manver and MDT              
          were dated May and July 1986, several months before the final               




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