- 39 -39
that ABN received its specified return and was preoccupied with
determining the amount of, and the labels attached to, the direct
payments to ABN. Petitioner contends that there was no
assurance, commitment, or binding agreement to pay ABN a
specified return. AlliedSignal, however, scrupulously calculated
the shortfall between Barber's and Dominguito's income
allocations and ABN's specified return and recorded this
shortfall as an accrued liability for financial purposes.
AlliedSignal wanted to ensure that its direct payments, and ASA's
income allocations, to ABN were being properly credited toward
AlliedSignal's obligation to pay ABN's specified return. In
essence, AlliedSignal's conduct resembled that of a meticulous
borrower rather than a partner.
B. ABN
From the outset of the venture, ABN processed the ASA
transaction just like any other large corporate loan. For loans
more than $25 million, ABN required approval from its North
American Credit Committee, Foreign Credit Department, and
headquarters. Accordingly, ABN New York submitted the loan
application relating to the plan, and ABN approved the loan,
through the aforementioned channels. Although ABN was,
ostensibly, considering a loan to Barber and Dominguito, it
evaluated and approved the loan based on AlliedSignal's financial
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