Union Texas International Corporation, f.k.a. Union Texas Petroleum Corporation - Page 30

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          Accordingly, respondent argues that Petroleum is denied                      
          independent producer status, because pursuant to section                     
          613A(d)(2)(A) and section 1.613A-7(r)(2), Income Tax Regs.,                  
          Petroleum is deemed to be selling its propane through a retail               
          outlet (Texgas) operated by a related person (Products).                     
               We disagree.  A taxpayer is generally free to structure its             
          business transactions as it pleases, though motivated by tax                 
          reduction considerations, provided the transaction is imbued with            
          a sufficient business purpose.  Gregory v. Helvering, 293 U.S.               
          465 (1935); Casebeer v. Commissioner, 909 F.2d 1360 (9th Cir.                
          1990), affg. in part, revg. in part and remanding T.C. Memo.                 
          1987-628; Rice's Toyota World, Inc. v. Commissioner, 81 T.C. 184,            
          196 (1983), affd. on this issue, revd. in part  752 F.2d 89 (4th             
          Cir. 1985).  On brief respondent seems to be arguing that                    
          Petroleum devised the 1982 reorganization to obtain tax benefits             
          associated with independent producer status.  Respondent,                    
          however, does not argue that the reorganization was devoid of                
          economic substance, nor does respondent challenge the validity of            
          Petroleum's corporate structure.  Rather, respondent asks us to              
          disregard the provision of the service agreement which                       
          establishes that Petroleum was to retain title to its propane                
          until Products sold the propane on Petroleum's behalf to                     
          unrelated third parties.  We decline to do so.13                             


          13   Respondent does not dispute that Petroleum qualifies as an              
          independent producer if the terms of the service agreement are               
          respected.  See Rev. Rul. 92-72, 1992-2 C.B. 118.                            


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