Laidlaw Transportation, Inc. and Subsidiaries - Page 67

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          than to stated intent.  In re Lane, 742 F.2d 1311 (11th Cir.                
          1984).  The Court of Appeals for the Fifth Circuit has said:                
               Primary reliance upon subjective indications of intent                 
               is simply not an effective way of resolving * * * [the                 
               debt versus equity] problem.  In a land of hard                        
               economic facts, we cannot root important decisions in                  
               parties' pious declarations of intent. * * *                           
          Texas Farm Bureau v. United States, 725 F.2d at 314.  Thus, to              
          reveal a taxpayer's intent, we must consider not only the                   
          pronouncements of the parties, but also the circumstances                   
          surrounding the transaction.  Tyler v. Tomlinson, 414 F.2d at               
          850.                                                                        
               Petitioners referred to the advances as loans, and surely              
          wanted the advances to be treated as loans; however, that is not            
          the same as intending the advances to be loans.  Despite                    
          petitioners' worsening finances, LIIBV made large advances,                 
          extended the terms for payment, and did not seek security in the            
          written agreements.  Petitioners did not intend in substance to             
          pay interest; they intended LIIBV to advance funds whenever                 
          interest was due.  Petitioners intended LIIBV to continue to                
          advance funds with no expectation that petitioners would repay.             
          LTL represented to Canadian tax officials that the loans are "in            
          the nature of capital contributions".  This factor supports                 
          treating the LIIBV advances to petitioners as equity.                       










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