Thomas H. Scott and Lynn D. Scott, Transferees - Page 53

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          redemption of his MSSTA stock; and the Scotts would pay AST only            
          a nominal cash amount to acquire a 21-percent stock interest in             
          that company.                                                               
               As for petitioners' contention regarding Mr. Scott's and               
          MSSTA's reliance on the advice of Mr. Bosworth, we have found               
          that Mr. Bosworth did not hold himself out to be an expert in tax           
          matters.  In fact, Mr. Bosworth agreed to represent MSSTA and Mr.           
          Scott in the MSSTA transaction only after Mr. Scott informed him            
          that Mr. Scott had retained Mr. Hrynik, a C.P.A., to advise on              
          tax matters.  On the instant record, we reject petitioners' con-            
          tention regarding Mr. Scott's and MSSTA's reliance on Mr.                   
          Bosworth for tax advice regarding the MSSTA transaction.                    
               As for petitioners' assertion regarding Mr. Scott's and                
          MSSTA's reliance on Mr. Hrynik for tax advice with respect to the           
          MSSTA transaction, we note initially that we found Mr. Hrynik to            
          be a credible witness at trial.  Where the testimony of Mr.                 
          Hrynik and Mr. Scott was conflicting, we relied on Mr. Hrynik's             
          testimony.  Mr. Hrynik testified that he did not consider his               
          advice that MSSTA's tax liability would not exceed $10,000 to               
          constitute his opinion as to whether the $300,000 purchase price,           
          which the Bosworth letter represented to him was the amount to be           
          reported to all tax authorities as the purchase price for MSSTA's           
          assets, would be sustained if MSSTA's return were audited by the            
          Service.  Mr. Hrynik's advice about MSSTA's tax liability as a              





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