Gustafson's Dairy, Inc. - Page 33

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          of obligation that petitioner survive in a highly competitive               
          business.  Avoidance of tax at the shareholder level played no              
          part in the financial management of petitioner by E.S. Gustafson            
          and Sherwood Gustafson.                                                     
               Respondent contends that petitioner was formed or availed of           
          to avoid shareholder level taxation.  Respondent argues that                
          petitioner's detailed plans are an attempt to avoid the                     
          accumulated earnings tax.  Respondent argues that the fact that             
          E.S. Gustafson and Sherwood Gustafson knew about the accumulated            
          earnings tax during the years in issue, that petitioner attached            
          Bardahl computations to its minute sheets, and that petitioner              
          used language in its CEP and minutes like that used in the                  
          accumulated earnings tax statutes shows that petitioner acted               
          merely to avoid the accumulated earnings tax.  We disagree.                 
          Petitioner properly had and contemporaneously recorded its                  
          specific and definite plans.                                                
               Respondent argues that we should disregard petitioner's                
          grounds for accumulating funds that were not listed in the CEP12            
          and argues that petitioner's failure to include certain grounds             
          in the CEP shows that those grounds were not bona fide.  We                 
          disagree.  Petitioner reasonably recognized the potential harm to           
          its business if it lost the Winn-Dixie account; the fact that it            

          12 Petitioner did not list the following grounds for                        
          accumulation in its CEP:  (a) Dependence on Winn-                           
          Dixie/competition, (b) herd relocation and land development, (c)            
          stock redemption, and (d) debt retirement.                                  




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