CGF Industries, Inc. and Subsidiaries - Page 35




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               With the foregoing in mind, we must decide whether peti-               
          tioners and the Family Trusts separately and independently                  
          invested in the limited partnerships or whether petitioners, in             
          substance, acquired partnership interests B in their entirety,              
          retaining term interests, and transferring the remainders to the            
          Family Trusts.  On the basis of the record before us, we conclude           
          that petitioners acquired the full partnership interests out-               
          right, and that the rationale of Lomas Santa Fe, Inc. v. Commis-            
          sioner, 693 F.2d 71 (9th Cir. 1982), and United States v. Georgia           
          R.R. & Banking Co., 348 F.2d 278 (5th Cir. 1965), applies to deny           
          petitioners their amortization deductions of term interests in              
          the CGF and Lincoln Partnerships.                                           
               As mentioned earlier in this opinion, Gordon v. Commis-                
          sioner, supra at 326-327, and Kornfeld v. Commissioner, 137 F.3d            
          1231 (10th Cir. 1998), highlight the manner in which we are to              
          dispose of the instant cases; i.e., by examining closely the                
          transactions in question in order to ascertain whether they were            
          really prearranged steps of a single transaction, cast from the             
          outset to achieve an ultimate result.15  This examination is                
          intensely factual.                                                          

               15This formulation of the step transaction doctrine                    
          describes the "end result" test, one of three alternative tests             
          used for determining when and how to apply this doctrine in a               
          given situation.  For a summary of the step transaction doctrine            
          and its three approaches, see our discussion in Penrod v.                   
          Commissioner, 88 T.C. 1415, 1428-1430 (1987).  Both Kornfeld v.             
          Commissioner, 137 F.3d 1231, 1235 (10th Cir. 1998), affg. T.C.              
          Memo. 1996-472, and Gordon v. Commissioner, 85 T.C. 309, 324                
          (1985), respectively, apply this test to step together the series           
          of related transactions at issue in those cases.                            

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