Abdul Hafiz and Rawnaq A. Hafiz - Page 7

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               Petitioners argue that we should ignore the form of the                
          loans and rely on the economic substance in deciding whether the            
          loans were actually made to petitioners.  We find that the form             
          and substance of the transaction was a loan from the bank to                
          Family Motels.  The proceeds of the loan were to be used to                 
          purchase the motels on behalf of the corporation.  Petitioners              
          submitted no evidence that they were free to dispose of the                 
          proceeds of the loans as they wished.  Nor were the payments on             
          the loans reported as constructive dividends in the corporation's           
          income tax returns or on petitioners' income tax returns during             
          the years in issue.  Family Motels made all of the loan payments            
          to the bank and deducted the interest paid on the loans.  At                
          trial, Mr. Hafiz stated that he occasionally made payments on the           
          loans at issue.  This, however, is contrary to the stipulation of           
          facts.  A party is not permitted to contradict a stipulation in             
          whole or in part, except in the interest of justice.  Rule 91(e);           
          Stamos v. Commissioner, 87 T.C. 1451, 1454 (1986).  Petitioners             
          have offered no evidence other than Mr. Hafiz's assertions at               
          trial that any payments were made by Mr. Hafiz.  We deem the                
          prior stipulation to be binding.  Petitioners are not entitled to           
          increase their bases in their stock by the amount of the loans.             
               Nor can petitioners increase their adjusted bases by a                 
          portion of the loans.  Absent an actual disbursement on the                 
          indebtedness, shareholders cannot augment their bases in                    





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