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that he did not make an inter vivos transfer of Sawyer's 212
shares of Bengals stock.
F. Respondent's Substance Over Form Theory
Respondent argues that Paul Brown's estate includes 312
shares of Bengals stock on the grounds that the substance of the
1983 agreement does not comport with its form.
1. Factual Discrepancies Cited by Respondent to Support
the Contention that the Form of the Transaction Does
Not Comport with Its Substance
Respondent contends that factual discrepancies are present
which show that Brown and Sawyer did not respect the form of the
transaction. We disagree that there are any significant
discrepancies.
Respondent points out that, despite the fact that the stock
purchase agreement, signed on March 1, 1983, required the closing
of the sale and purchase to occur immediately after execution of
the agreement, the closing was on May 16, 1983. We do not find
the delay to be significant. Petitioner adequately explained
that the parties could not close the transaction until May 16
because of the time required to get the Bengals shareholders to
agree to make the S corporation election.
Respondent points out that nearly $66,000 in interest
accrued on the promissory note from March 1 to May 16, 1983.
Respondent contends that, if Sawyer had expected to pay that
interest, he would have delayed the accrual of interest until the
transaction closed. Respondent maintains that Sawyer's failure
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