GAC Produce Co., Inc., An Arizona Corporation - Page 51




                                        - 51 -                                         

         Discussion                                                                    
              Petitioner contends that the SCP contract is an arm's-length             
         agreement between two unrelated parties (i.e., petitioner and                 
         SCP) and, therefore, section 482 does not apply in the instant                
         cases.  On brief, respondent contends, on the other hand, that                
         the SCP contract represents a complicated arrangement in which                
         petitioner functioned as a member of a combined group, not as an              
         independent negotiating party.  The real issue, respondent                    
         asserts in effect, is whether the income petitioner reported on               
         its U.S. corporate income tax returns for the years in issue                  
         pertaining to the SCP deal constitutes a reasonable allocation of             
         petitioner's share of the Canelos organization's overall income               
         from that deal for those years.  The parties have stipulated that             
         petitioner and the Canelos growers are controlled taxpayers                   
         within the meaning of section 1.482-1(a), Income Tax Regs.                    
              While, on its face, the SCP contract was between Dole and                
         petitioner, we are persuaded that, in substance, it was not                   
         merely between those two parties.  Rather, in our view, the SCP               
         deal, to which the SCP contract related, constituted a joint                  
         venture between Dole on the one hand and the Canelos organization             
         on the other.  It is clear from the record that Dole considered               
         petitioner and the Canelos growers to be indivisible components               
         of the Canelos organization and that it was with the Canelos                  
         organization that Dole agreed to do business.  The commission                 





Page:  Previous  41  42  43  44  45  46  47  48  49  50  51  52  53  54  55  56  57  58  59  60  Next

Last modified: May 25, 2011