Franklin W. Briggs - Page 26




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         of loans originally made to the individual shareholder in his or             
         her individual capacity.  See Spencer v. Commissioner, supra at              
         84-85.  Indeed, the Morrises did not even personally guarantee               
         the loans in question.21  Although Briggs, together with Daniell,            
         personally guaranteed the loans, he made no economic outlay that             
         entitled him to add to his basis in his Towers Development stock.            
         Moreover, petitioners have not treated the loans in question as              
         personal loans by them to Towers Development.  They have not                 
         reported Towers Development’s interest payments as constructive              
         dividends, nor have they claimed any interest deductions with                
         respect to the loans.  See id. at 86.                                        
              In sum, unlike Selfe v. Commissioner, 778 F.2d at 769, the              
         instant case does not present one of the “unusual sets of facts”             
         that would lead us to believe that the substance of the                      
         transactions in question was unfaithful to their form.  Sleiman              
         v. Commissioner, 187 F.3d at 1359.  On the basis of all the                  
         evidence in the record, we conclude and hold that AMI looked to              
         Towers Development as the primary obligor on the loans in                    




               21 In fact, AMI mandated that Mr. Morris’ name be removed              
          from the loan documents because he had a poor credit history.               
          Imperial Pines Development Corp., which Mrs. Morris owned with              
          Briggs, pledged property to AMI to secure additional financing              
          for Towers Development.  At some unspecified date, however, this            
          security was released when Towers Development repaid the loan.              
          There is no evidence that AMI looked to Mrs. Morris individually            
          for repayment.                                                              





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