Corbin West Ltd. Partnership, CDC Equity Corp., Tax Matters Partner - Page 9




                                        - 9 -                                         

          property through the bargain sale.  The first option allowed                
          Corbin West to purchase the property for $1,760,000.  The                   
          evidence suggests that this price was negotiated at arm's length.           
          It, therefore, appears that the purchase price greatly exceeded             
          the fair market value of the property at the time of Corbin                 
          West's acquisition, and the note was unlikely to be repaid from             
          its inception.                                                              
               Furthermore, the repayment of the note was subordinate to              
          repayment of the following:  (1) The existing first mortgage of             
          approximately $873,000, (2) the second mortgage of $920,000, (3)            
          the limited partners' loans of $705,600 plus 8 percent interest,            
          (4) the limited partners' capital contributions of $258,900, and            
          (5) the general partners' loans of $500,000 plus interest.  These           
          amounts total $3,257,500.                                                   
               The preexisting debt on the property and the obligations to            
          the partners already exceeded by a large amount the fair market             
          value of the property at the time of Corbin West's purchase, and,           
          as noted above, the repayment of the note was subordinate to                
          repayment of that debt and those partner obligations.  Therefore,           
          there was no reasonable likelihood that the note would be repaid.           
          See Estate of Franklin v. Commissioner, supra; Waddell v.                   
          Commissioner, supra.                                                        
               Additionally, it appears from the record that the property             
          was the sole asset held by Corbin West; therefore, even if Corbin           
          West decided to pay off the note, it is unlikely that Corbin West           



Page:  Previous  1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  Next

Last modified: May 25, 2011