Greg R. Vinikoor and Melissa D. Vinikoor - Page 10

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          1993); Estate of Kelley v. Commissioner, 63 T.C. 321, 323-324               
          (1974); Rude v. Commissioner, 48 T.C. 165, 173 (1967); Clark v.             
          Commissioner, 18 T.C. 780, 783 (1952), affd. per curiam 205 F.2d            
          353 (2d Cir. 1953); Bragg v. Commissioner, supra.  The factors              
          are not exclusive, and no one factor controls.  Rather, our                 
          evaluation of the various factors provides us with an evidential            
          basis upon which we make our ultimate factual determination of              
          whether a bona fide indebtedness existed.  See Litton Bus. Sys.,            
          Inc. v. Commissioner, 61 T.C. 367, 377 (1973).                              
               With those factors in mind, we turn to the facts and                   
          circumstances surrounding the transfers of Price Co. stock at               
          issue to determine whether at the time of the alleged loans                 
          petitioners entered into a bona fide debtor-creditor relationship           
          with Drachman.                                                              
               1.  Promissory Note or Other Evidence of Indebtedness                  
               Petitioners introduced what appear to be, in form, two valid           
          loan documents signed by petitioner and Drachman.  We must,                 
          however, look to the substance of the transaction rather than               
          merely its form.  Estate of Maxwell v. Commissioner, supra at               
          601.  Petitioner testified that these notes had no amortization             
          schedule, no minimum payment, and were due "only when I call it"            
          (emphasis added).  Accordingly, petitioners had no set schedule             
          of regular payments and no minimum payments.  These are not                 
          standard conditions for loan documents.                                     





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