Donald J. and Judith E. Peracchi - Page 11

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               Petitioners' own course of conduct belies their efforts to             
          lead us to believe that on December 26, 1989, they placed a debt            
          instrument in the hands of their 100-percent owned corporation              
          that they actually intended to honor under all circumstances.               
          Notwithstanding the fact that this case was submitted fully                 
          stipulated, petitioners nevertheless bear the burden of proving             
          that they intended to and did create genuine indebtedness.  Rule            
          142(a); see Rule 122(b); Service Bolt & Nut Co. Trust v.                    
          Commissioner, 78 T.C. 812, 819 (1982), affd. 724 F.2d 519 (6th              
          Cir. 1983).  This they have failed to do.                                   
               The parties stipulated that as of December 31, 1989,                   
          petitioners had a net worth far in excess of the $5,841,436                 
          consolidated net worth of NAC Corporation, WSA, and NALICO.  It             
          may therefore be presumed that, had they chosen to do so,                   
          petitioners could have funded the disputed excess of liabilities            
          over basis by means other than an unsecured promissory note,                
          which, as events transpired, cost them nothing in terms of cash             
          layouts for over two years after their December 26, 1989,                   
          contribution of the Capital Note to NAC Corporation.                        
               As previously stated, the Capital Note contained                       
          petitioners' unconditional promise to pay NAC Corporation                   
          interest at the rate of 11 percent per annum in monthly                     
          installments (presumably $9,716.67 monthly) commencing February             
          1, 1990, and continuing until January 1, 1995.  Despite the                 




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