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partnership of any obligation to make a contribution to the
plan, we have difficulty reading the contribution agreement
as an unconditional assignment and transfer of the
underlying Saztec stock from the partnership to the trust.
Moreover, the contribution agreement states that
Mr. Stein transferred the Saztec stock to the partnership
in satisfaction of his obligation to reimburse the
partnership for amounts that the partnership becomes liable
to contribute. However, we find nothing in the plan
document or trust agreement that imposes such an obligation
on Mr. Stein. The tax matters partner does not explain,
and it is not readily apparent to the Court, the legal
basis for Mr. Stein's obligation to reimburse the partner-
ship for its contributions to the plan. Accordingly, we
have difficulty reading the contribution agreement as an
unconditional transfer of the underlying stock from
Mr. Stein to the partnership.
Second, it is often noted that the nature of a
property right is determined under State law and the
treatment of the transfer of such a property right for
Federal tax purposes is determined under Federal law.
United States v. Mitchell, 403 U.S. 190 (1971); Morgan
v. Commissioner, 309 U.S. 78 (1940); Burnet v. Harmel,
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