United Parcel Service of America - Page 74




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               The only potentially relevant change that occurred on                  
          January 1, 1984, was the introduction of the Shippers Interest              
          contract between petitioner and NUF and the Facultative                     
          Reinsurance Agreement between NUF and OPL.  Petitioner attempts             
          to justify this arrangement on the ground that it was based on              
          bona fide business considerations and that the arrangement had              
          economic substance.  If on the other hand the arrangement with              
          NUF and OPL had neither business purpose nor economic substance,            
          other than tax avoidance, the entire arrangement has all the                
          earmarks of a classic assignment of income wherein petitioner was           
          attempting to assign EVC income that had been earned through its            
          own services and activities to OPL for the benefit of                       
          petitioner's and OPL's common shareholders.                                 
               On brief, petitioner relies on Moline Properties, Inc. v.              
          Commissioner, 319 U.S. 436 (1943), for the proposition that it              
          may rearrange, change, and divide business activities among                 
          business entities.  We agree that, normally, a choice to transact           
          business in corporate form will be recognized for tax purposes as           
          long as there is a business purpose or the corporation engages in           
          business activity.  See Northern Ind. Pub. Serv. Co. v.                     
          Commissioner, 105 T.C. 341, 347-348 (1995) (citing Moline                   
          Properties, Inc. v. Commissioner, supra at 438-439), affd. 115              
          F.3d 506 (7th Cir. 1997).  As previously noted, OPL's separate              
          corporate existence is not being questioned.  The issue then is             





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