Norwest Corporation and Subsidiaries, Successor in Interest to United Banks of Colorado, Inc., and Subsidiaries, et al. - Page 53

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          213, the Court of Appeals for the Fifth Circuit stated:                     
               the test for worthlessness is a combination of                         
               subjective and objective indicia:  a subjective                        
               determination by the taxpayer of the fact and the year                 
               of worthlessness to him, and the existence of objective                
               factors reflecting completed transaction(s) and                        
               identifiable event(s) in the year in question--not                     
               limited, however, to transactions and events that rise                 
               to the level of divestiture of title or legal                          
               abandonment.                                                           
          Nothing in that opinion, however, supports petitioner's apparent            
          assertion that completion of construction of the Atrium alone               
          provides sufficient objective evidence of the Atrium's                      
          worthlessness.  More importantly, petitioner has failed to                  
          establish a loss equal to the cost of the Atrium Assets pursuant            
          to section 1.165-1(b) and (d)(1), Income Tax Regs., and we so               
          find.  Therefore, petitioner is not entitled to a deduction under           
          section 165(a).                                                             
               D.  The 1988 Atrium Transaction: Disavowal of Form                     
                    1.  Issue                                                         
               The issue is whether petitioner may disavow the form of the            
          1988 Atrium Transaction.  If we decide that issue for petitioner,           
          we must determine the substance of the 1988 Atrium Transaction.             
                    2.  Arguments of the Parties                                      
               Relying primarily on Helvering v. F. & R. Lazarus & Co., 308           
          U.S. 252 (1939), and Frank Lyon Co. v. Commissioner, 435 U.S. 561           
          (1978), petitioner argues that the substance of the 1988 Atrium             
          Transaction, not its form, should govern for Federal income tax             
          purposes.  Petitioner concedes that the 1988 Atrium Transaction             




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