Melvin R. Sweatman - Page 9

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          Commissioner, 56 T.C. 1324, 1338-1339 (1971), affd. without                 
          published opinion 496 F.2d 876 (5th Cir. 1974).                             
               A determination of whether there was an intent to create               
          bona fide indebtedness depends on all the facts and                         
          circumstances; not every factor gets equal weight, and no one               
          factor is controlling.  Alterman Foods, Inc. v. United States,              
          supra at 876 n.6.  Arrangements between a corporation and a                 
          controlling shareholder are subject to close scrutiny. Electric &           
          Neon, Inc. v. Commissioner, supra at 1339.                                  
               Based on the evidence in this case, we conclude that there             
          was no intention to create bona fide indebtedness or to repay the           
          advanced amounts when petitioner received the Ranch from Paz, and           
          consequently the transfer constituted a dividend.  We base this             
          conclusion on the numerous instances in which petitioner                    
          disregarded the purported debt and his obligations thereunder.              
               First, no promissory note evidencing petitioner's                      
          indebtedness to Paz was drafted or executed at the time of the              
          transfer of the Ranch to petitioner.  This "error" was not                  
          corrected until approximately 2 years later when an accountant at           
          Davidson, Eagleson who was attempting to compute petitioner's               
          gain  or loss on the later sale of the Ranch discovered that                
          there was no note.  As a result, Paz was unsecured during this              
          period.  The absence of a written promissory note was not                   
          corrected when petitioner sold the Ranch to third parties, even             
          though petitioner contends that the Ranch was security for the              




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