William Norwalk, Transferee, et al. - Page 20

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               was under any obligation to do.  It is settled that                    
               such a promise to make payments in the future "wholly                  
               contingent upon facts and circumstances not possible to                
               foretell with anything like fair certainty" has no                     
               ascertainable fair market value.  Burnet v. Logan, 283                 
               U.S. 404, 413, 51 S. Ct. 550, 552, 75 L.Ed. 1143.  [Id.                
               at 729 (quoting Cassatt v. Commissioner, 137 F.2d 745,                 
               748 (3d Cir. 1943), affg. 47 B.T.A. 400 (1942)).]                      

          Therefore, for the same reasons as given in MacDonald, we hold              
          that at the time of the corporation's liquidation it had no                 
          goodwill, either in terms of a client list or in any other form,            
          which could be distributed to the individual shareholders or sold           
          to a third party.                                                           
               We have carefully considered the testimony of respondent's             
          experts who testified that in their opinion a fair value of the             
          corporation would be $870,000, of which $266,000 would represent            
          the value of the client list and $369,000 would represent                   
          goodwill.7  However, we conclude that their opinion regarding the           
          intangible assets of the corporation is of no probative force in            
          light of other evidence of record and existing case law.                    
               Respondent's experts based their opinion as to the value of            
          the goodwill and the client list upon an approximation of                   
          earnings that they made based upon the volume of business                   
          actually done by the corporation but using cost percentages                 

               7Respondent made no separate determination as to any going-            
          concern-value that the corporation may have had.  Moreover,                 
          respondent's experts fail to attribute any value to such an                 

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