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Petitioners, in a footnote on brief, also presented the
following case analysis:
Sammons v. Commissioner, 838 F.2d 330, 337 (9th
Cir. 1988), [affg. in part and] rev’g [in part] T.C.
Memo. 1986-318 (no negligence when taxpayer relies on
an appraisal that is at least “reasonably debatable”);
McMurray v. Commissioner, 985 F.2d 36, 42-43 (1st Cir.
1993), [affg. in part,] rev’g [and remanding] T.C.
Memo. 1992-27 (absent evidence of bad faith, expert
valuation precludes negligence penalty, even if opinion
given no weight in determining value). Further, courts
are reluctant to find negligence where the transactions
are complex and no clear authority exists. Kantor v.
Commissioner, 998 F.2d 1514, 1522 (9th Cir. 1993),
[affg. in part and] rev’g [in part] T.C. Memo. 1990-380
(negligence not found, no authority squarely addressing
questions in issue); Foster v. Commissioner, 756 F.2d
1430, 1439 (9th Cir. 1985), [affg. in part and vacating
in part] * * * 80 T.C. 34 [1983] (negligence not found;
no clear authority; complex section 482 issues
involved).
We did not find a factual fit with the cited cases or a reason to
apply the same rationale under the factual findings we have made
in these cases.
Additionally, respondent asks us to take cognizance of the
familiarity of Bain to petitioners and their worldwide network.
Respondent’s argument implies that familiarity allowed
petitioners and/or their representatives to cause a valuation
that fit within their structuring of the transaction. Respondent
contends that the Bain comfort letter had been manipulated by
DHL’s attorney/representatives to support a predetermined value.
We have found that the parties did not respect the values of
individual assets and, instead, worked together to reach an
agreement within the context of a fixed offer price from the
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