Charlotte Aircraft Corporation and Subsidiaries - Page 10

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            interest is relevant both to determining the true substance of                               
            the transaction and to determining whether petitioner was "at                                
            risk" for purposes of section 465(b)(4).                                                     
                  We must first address the question of the economic substance                           
            of the transaction.  In support of her contention that the                                   
            economic substance of the transaction is in dispute, respondent                              
            directs our attention to the fact that the remarketing agreement                             
            provided for the sharing of profits between SPELI and petitioner                             
            after the principal and interest payments have been made.                                    
            Respondent also points out that the remarketing and the                                      
            assignment agreements gave SPELI the ability to control CATCO's                              
            possession and custody of the aircraft.  Respondent finally                                  
            asserts that petitioner has failed to explain:  (1) Why a                                    
            reasonable, prudent taxpayer would purchase with borrowed funds                              
            $26,400,000 in revenue-producing assets, the aircraft, for which                             
            the taxpayer is obligated to begin principal and interest                                    
            payments in approximately 2 years yet agree to realize only                                  
            $1,000 over the same period from a lease-back agreement; and (2)                             
            why the settlement agreement between SPELI, CAC, and CATCO                                   
            permitted CATCO to retain $500,000 of the proceeds from the Emery                            
            settlement even though CATCO was allegedly in default.                                       
                  Upon examination of the pleadings, petitioner's motion for                             
            partial summary judgment and the affidavits attached thereto, and                            
            respondent's response and the affidavits attached thereto, we                                
            believe there are genuine issues of material fact critical to the                            




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