Dennis A. and Tai K. Praegitzer - Page 18

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          if it satisfies an obligation or liability of that person.                  
          Applying Washington State law, the Court of Appeals concluded               
          that the obligation to purchase Joann's stock was John's and not            
          Moriah's.  Thus, the court held that “Joann's transfer to Moriah            
          did relieve John of an obligation, and therefore constituted a              
          benefit to John.”  Id. at 459.                                              
               Even if we assume, arguendo, that the stock for stock                  
          exchange was “on behalf of” petitioner Dawes, petitioner                    
          Praegitzer is not necessarily insulated from tax.  Respondent is            
          not seeking to tax petitioner Praegitzer on that exchange itself,           
          which is tax free to him under section 355 regardless of the                
          application of section 1041.  Rather, respondent is seeking to              
          include in his income, as dividends received by petitioner                  
          Praegitzer from 303 Products, $103,000 of cash and $21,000 in               
          forgiveness of indebtedness, a total of $124,000.                           
               The MSA and the reorganization agreement resolved any                  
          marital claims between petitioner Praegitzer and petitioner                 
          Dawes.  The agreements provided for the resolution of petitioner            
          Dawes' marital claims to petitioner Praegitzer's stock in                   
          Ameritech, and for the concurrent severance of petitioner                   
          Praegitzer's interest in that corporation, through a divisive               
          reorganization, culminating in the stock for stock exchange that            
          left petitioner Praegitzer with no ownership of Ameritech and as            
          sole owner of 303 Products.  When 303 Products distributed                  
          $103,000 of cash to petitioner Praegitzer and forgave his $21,000           
          debt, it was done at his own behest, as sole shareholder of that            



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