Lenward C. Hood and Barbara P. Hood - Page 9




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          concluded (as the Commissioner had conceded) that the fees were             
          business rather than personal in origin and reasoned that the               
          “real issue” in the case was whether one taxpayer may deduct the            
          expenses of another.  Relying on the exception in Lohrke v.                 
          Commissioner, 48 T.C. 679 (1967), to the general rule that a                
          taxpayer may not deduct the expenses of another, see Deputy v.              
          du Pont, 308 U.S. 488 (1940), we held that the legal fees were              
          deductible by the corporation because the corporation had a                 
          sufficient business purpose in paying what were concededly the              
          expenses of another (its shareholder/employee, Farmer); namely,             
          ensuring its continued operations because Farmer was an                     
          indispensable employee.  We further relied on Holdcroft Transp.             
          Co. v. Commissioner, 153 F.2d 323 (8th Cir. 1946), affg. a                  
          Memorandum Opinion of this Court, in which a corporate successor            
          to a partnership was allowed to deduct legal fees with respect to           
          the settlement of outstanding claims against the parnership.  In            
          Jack’s Maintenance Contractors, Inc., the appropriate treatment             
          by Mr. Farmer of the legal fees was not before us, and we did not           
          address the question of whether the corporation’s payment of the            
          fees was a constructive dividend.                                           
               The Court of Appeals reversed, holding that the fees were              
          not deductible by the corporation, on two grounds.  First, the              
          Court of Appeals held that the legal fees were not deductible               
          because they constituted a constructive dividend.  In finding a             






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