River City Ranches #4 - Page 121




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          that apparently were never registered.  Further, the parentage of           
          many of the sheep in the bills of sale is either dubious or                 
          unknown.                                                                    
               We conclude the stated bill of sale purchase prices for RCR            
          #4's and RCR #6's "breeding sheep" were many times the actual               
          fair market value of those "sheep".  Thus, each partnership's               
          stated purchase price for its sheep did not reasonably                      
          approximate those "sheep's" fair market value.                              
          F.  Validity of the Partnerships' Notes                                     
               In deciding the extent to which a nonrecourse note has                 
          economic substance, a number of cases have relied heavily on                
          whether the fair market value of the property acquired with the             
          note was within a reasonable range of its stated purchase price.            
          See Estate of Franklin  v. Commissioner, 544 F.2d 1045 (9th Cir.            
          1976), affg. 64 T.C. 752 (1975); Hager v. Commissioner, 76 T.C.             
          759 (1981).  See also Hilton v. Commissioner, 74 T.C. 305, 363              
          (1980), affd. 671 F.2d 316 (9th Cir. 1982); cf. Frank Lyon Co. v.           
          United States, 435 U.S. 561 (1978), where, among other things,              
          the buyer-lessor in a sale-leaseback transaction was personally             
          liable on the mortgage.  As the Court of Appeals for the Ninth              
          Circuit in Estate of Franklin v. Commissioner, 544 F.2d at 1048,            
          stated, in pertinent part:                                                  
               An acquisition  * * *  if at a price approximately                     
               equal to the fair market value of the property under                   
               ordinary circumstances would rather quickly yield an                   
               equity in the property which the purchaser could not                   





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