Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 46




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         respectively.  Respondent also disallowed a deduction of $72,996             
         that Otrabanda had reported for amounts paid to the Cravath firm             
         during the taxable year ended June 21, 1991.  However, the record            
         in these cases includes a memorandum from Cravath to Brunswick               
         dated December 2, 1994, in which Cravath itemized its $125,000               
         charge to Saba for professional services as follows:                         
                   The $125,000.00 fee was for negotiation and                        
              drafting of the documentation, and for other related                    
              services, in connection with: (a) the formation of Saba                 
              ($19,452.45), (b) the purchase by Saba of certain notes                 
              ($25,576.37), (c) the sale by Saba of such notes                        
              ($46,649.86), (d) the assignment of Saba’s right to                     
              receive payments from such sale ($11,887.60) and (e)                    
              other related matters ($21,433.72). * * *                               
         In the same memorandum, Cravath itemized its $68,000 charge to               
         Otrabanda for professional services as follows:                              
                   The $68,000.00 fee was for negotiation and                         
              drafting of the documentation, and for other related                    
              services, in connection with: (a) the formation of                      
              Otrabanda ($12,215.57), (b) the purchase by Otrabanda                   
              of certain certificates of deposit ($12,537.03), (c)                    
              the sale by Otrabanda of such certificates                              
              ($23,193.51), (d) the assignment of Otrabanda’s right                   
              to receive payments from such sale ($6,209.58) and (e)                  
              other related matters ($13,844.31). * * *                               
              We hold that Saba and Otrabanda are entitled to deductions              
         for fees paid to the Cravath firm other than fees associated with            
         the purchase and sale of the PPNs and CDs.  Based upon the record            
         presented, we hold that Saba and Otrabanda are entitled to deduct            
         $19,452.45 and $12,215.57, respectively, representing the fees               
         paid to Cravath in connection with the formation of the                      
         partnerships, subject to the limitations on the deduction of                 





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