2925 Briarpark, Ltd., James C. Motley, Tax Matters Partner - Page 12

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          nonrecourse debt in exchange for a cash payment of $11,114,027 of           
          which only $177,495 was from petitioner's own funds and the                 
          remaining $10,936,532 was the proceeds from the sale to Dan                 
          Associates.  We disagree.  We recognized in Gershkowitz that the            
          tax consequences from the discharge of nonrecourse debt depend              
          upon whether the mortgagor transfers or retains the property                
          securing the debt and, accordingly, analyzed the tax consequences           
          of each debt separately.  The taxpayers in Gershkowitz discharged           
          the two loans in independent settlements, in one of which the               
          taxpayers retained the encumbered property and in the other of              
          which they did not.                                                         
               Petitioner would have us treat the cash sale and the                   
          discharge of the loans as two independent events.  The record               
          before us, however, is replete with evidence that both loans were           
          discharged as a result of a single transaction involving the sale           
          of encumbered property.  NCNB conditioned the discharge of the              
          loans upon the sale of the property, and Dan Associates                     
          conditioned the purchase upon that discharge.  At the end of the            
          day, NCNB had the proceeds from the sale, Dan Associates had the            
          property, and Briarpark was relieved of the entire balance of the           
          loans.  In the foregoing context, the arrangements among NCNB,              
          Dan Associates, and Briarpark embodied a single transaction to              
          sell the property securing the loans.  Accordingly, we must                 
          conclude that Gershkowitz is not dispositive in the instant case.           






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