37 not make an inter vivos transfer of Sawyer's 212 shares of Bengals stock. C. Whether Paul Brown Received Adequate and Full Consideration for the 117 Shares of Bengals Stock He Sold to Sawyer Petitioner contends that Paul Brown transferred the 117 shares to Sawyer for adequate and full consideration. Receipt of adequate and full consideration in money or money's worth by a transferor removes property from a gross estate. Sec. 2036(a); Merrill v. Fahs, 324 U.S. 308, 311-312 (1945); Commissioner v. Wemyss, 324 U.S. 303, 307 (1945); Estate of Gregory v. Commissioner, 39 T.C. 1012, 1016 (1963). Section 2036(a) prevents the depletion of the transferor's gross estate for Federal estate tax purposes where the transferor retains the use and enjoyment of transferred assets until death. Estate of Frothingham v. Commissioner, 60 T.C. 211, 215-216 (1973). Respondent argues that Brown's transfer of the 117 shares to Sawyer in 1983 was not for adequate and full consideration. We disagree. Brown's sale of the 117 shares of Bengals stock to Sawyer on May 16, 1983, was part of a bona fide, arm's-length agreement. Brown received adequate and full consideration in money or money's worth for the stock. On May 16, 1983, the 117 shares had a fair market value (as stipulated by the parties) of $3,305,601 ($28,253 per share). Sawyer paid Brown for the 117 shares (a) by giving him an interest-bearing $3.51 million promissory note, and (b) by granting (at Brown's behest) an option to buy 329 sharesPage: Previous 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Next
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