Medieval Attractions N.V - Page 41

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          repayment was dependent on the success of the venture.  We reach            
          that conclusion because petitioners lacked the intent to repay,             
          the transactions were not at arm's length, an unrelated creditor            
          would not have made similar advances, and the transactions were             
          driven solely by tax-avoidance motives.  Gilbert v. Commissioner,           
          supra; Gilboy v. Commissioner, supra.  Accordingly, the treatment           
          of the loans as valid indebtedness would not comport with the               
          intent of section 163.  Therefore, respondent's determinations              
          will be sustained as to this issue.                                         
          V.  The $236,313 That MDT Paid to MSI as a Marketing Fee                    
               Petitioners deducted $236,313 as a marketing expense on                
          their fiscal year 1987 (December 1, 1986, to November 30, 1987)             
          Federal tax return.  Petitioners argue that MDT paid MSI the                
          money as compensation for the use of MSI personnel in connection            
          with opening the California castle.                                         
               Respondent contends that the payments were an attempt to               
          split profits between MSI and MDT and, as such, were not                    
          deductible.  Respondent also contends that the documents                    
          memorializing the transaction were backdated.                               
               Petitioners sought advice from C&L on how to structure an              
          arrangement where two entities could share profits and losses               
          equally while one company retained the benefit of appreciation in           
          the property.  In October 1986, C&L gave petitioner advice that             
          consisted of warnings about tax implications and a suggestion to            
          set up a management agreement with fees contingent on profits.              




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