Henry and Esther Misle - Page 34




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                  Since Henry and Esther were not guarantors of the loans at                           
            issue in this case, their reliance on Landreth, Payne, and                                 
            Whitmer does not help them.                                                                
            II. Whether Henry May Reduce the Gross Amount of the Option                                
            Price Paid to Him or for His Benefit Pursuant to the Option and                            
            Stock Purchase Agreement by $150,000, the Amount Allegedly Owed                            
            and Paid to Bryan                                                                          
                  The clear language of the EOA indicates that “In                                     
            consideration of the grant of the Option by HM to HJA, HJA shall                           
            pay to HM the sum of * * * ($300,000.00)”.  Indeed, there is no                            
            dispute that Henry received $286,411 in 1990 for the option.  The                          
            only dispute is whether Henry may exclude from his 1990 taxable                            
            income $150,000 of the $286,411 option payment.                                            
                  Henry and Esther claim in this case that the remaining                               
            $150,000 of the option payment was owed to Bryan for HJA stock                             
            that Bryan acquired in 1990 from Henry.  Respondent disagrees,                             
            claiming that the full amount of the option price must be                                  
            reported by Henry as investment income on his 1990 Federal income                          
            tax return.  We agree with respondent.                                                     
                  The record overwhelmingly supports respondent’s position                             
            that Henry received the $150,000 as part of the consideration                              
            paid by HJA for the option to purchase Henry’s stock under the                             
            EOA and that the subsequent payment by Henry to Bryan of a                                 
            portion of that consideration was a loan repayment to Bryan.                               
            When the EOA giving HJA an exclusive option to purchase all of                             
            Henry’s 10,000 shares of HJA’s stock was executed, Bryan, a party                          





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