Jerry and Patricia A. Dixon, et al - Page 166




                                       - 241 -                                        

                    i.   Subscription Interest                                        
               Relying upon the specific language in the stock subscription           
          agreements underlying the stock subscription plan and the leasing           
          corporation plan, Judge Goffe held that the agreements, standing            
          alone, did not create an unconditional debt obligation.  See id.            
          at 1494-1496, 1991 T.C.M. (RIA), at 91-3038 to 91-3040.                     
          Judge Goffe further denied deductions for subscription                      
          interest under the Stock Subscription and Leasing Corporation               
          Plans on the ground that such interest was not "paid" within the            
          meaning of section 163(a).  In so holding, Judge Goffe focused on           
          Mr. Kersting's practice of carrying out a circular flow of checks           
          among Kersting corporations and investors at the same bank on the           
          same day--the so-called waltz of funds.  See, e.g., Davison v.              
          Commissioner, 107 T.C. 35 (1996), affd. per curiam 141 F.3d 403             
          (2d Cir. 1998).  In particular, Judge Goffe identified two                  
          specific instances in which Mr. Kersting waltzed funds affecting            
          Stock Subscription Plans.  In one instance, Mr. Kersting waltzed            
          primary loan funds; in the other instance, he waltzed leverage              
          loan funds.  Relying upon evidence that there were several other            
          potential waltz situations across the board with respect to the             
          stock purchase plan, the stock subscription plan, and the leasing           
          corporation plan, Judge Goffe found that waltzes were essential             
          elements of all the Kersting stock transactions.  See Dixon II,             
          62 T.C.M. (CCH) at 1496-1499, 1991 T.C.M. (RIA), at 91-3040 to              
          91-3043.                                                                    



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