Marshall I. Gordon - Page 8

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          in a 3-way agreement, and the parties exchanged their interests             
          using a title company as an escrow.                                         
               Suzanne placed $1,386,002.30 in the escrow account.                    
          Petitioner purchased the interests of his children in Blackbob              
          for $100,000.  The children transferred their interest to him,              
          and he, in turn, transferred that interest over to Suzanne.  The            
          $100,000 payable by petitioner to his children was paid to them             
          on his behalf by the title company out of the $1,386,002.30                 
          supplied by Suzanne.3  As indicated above, the Government has               
          acknowledged petitioner's acquisition of his children's ownership           
          interest in Blackbob and conceded that $100,000 of the                      
          adjustment.                                                                 
               As we view this case, the controversy should be decided on             
          the basis of the substance of the matters affecting petitioner,             
          Elaine, and Suzanne.  In substance, Elaine was the true owner of            
          22.5 percent of Blackbob, and she in effect sold that interest to           
          Suzanne, using petitioner as a conduit to enable him to transfer            
          it to Suzanne along with his own 22.5 percent plus that which he            
          acquired from his children, thus enabling Suzanne to become the             
          sole owner of Blackbob.4                                                    
               To summarize:                                                          

          3 See supra note 1.                                                         
          4  To be sure, some portion of Blackbob was owned by                        
          Suzanne's children, but no question has been raised with respect            
          thereto, presumably because Suzanne acquired her children's                 
          interest or was otherwise content to treat it as her own.                   




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