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objects of his bounty for less than an adequate and full
consideration in money or money's worth. * * *
As the language indicates, for the price set forth in the agreement
to control, the agreement must serve a bona fide business purpose
and also must not constitute a testamentary device. Estate of
Gloeckner v. Commissioner, T.C. Memo. 1996-148; Estate of Lauder v.
Commissioner, T.C. Memo. 1992-736. Since the issues are
interrelated, we will consider them in tandem.
Legitimate business purposes are often inextricably mixed with
testamentary objectives where, as here, the parties to a restrictive
stock agreement are all members of the same immediate family.
Estate of Lauder v. Commissioner, supra; see also 5 Bittker &
Lokken, Federal Taxation of Income, Estates and Gifts, par.
135.3.10, at 135-59 to 135-60 (2d ed. 1993). Accordingly,
intrafamily agreements restricting the transfer of stock in a
closely held corporation are subject to greater scrutiny than that
given to similar agreements between unrelated parties. Dorn v.
United States, 828 F.2d 177, 182 (3d Cir. 1987); Harwood v.
Commissioner, 82 T.C. 239, 259 (1984), affd. without published
opinion 786 F.2d 1174 (9th Cir. 1986); Estate of Lauder v.
Commissioner, supra.
Petitioners raise several business purposes which they contend
were furthered by the Buy-Sell Agreement. First, they maintain that
the agreement was intended to preserve family control within the
group consisting of the CamVic shareholders. The preservation of
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