Carol M. Read, et al. - Page 30




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          would have expressly so stated.  We did not.18                              
               We have rejected petitioners’ reliance on Hayes v. Commis-             
          sioner, 101 T.C. 593 (1993), Arnes v. Commissioner, 102 T.C. 522            
          (1994), and Blatt v. Commissioner, supra, to support their view             
          that in the instant cases the on-behalf-of standard in Q&A-9 is             
          the same as the primary-and-unconditional-obligation standard in            
          constructive-dividend decisional law.  We shall now decide                  
          whether Ms. Read’s February 5, 1986 transfer of MMP stock will              
          satisfy the on-behalf-of standard in Q&A-9 only if, as petition-            
          ers argue, the primary-and-unconditional-obligation standard is             
          satisfied as to Mr. Read.  We hold that the primary-and-                    
          unconditional-obligation standard is not an appropriate standard            

               18Nor did we conclude in Blatt v. Commissioner, supra, as              
          has been suggested, that Q&A-9 may never apply to a corporate               
          redemption in a divorce setting.  To the contrary, as discussed             
          above, we concluded in Blatt that Ms. Blatt could have estab-               
          lished that she made a transfer of property to a third party on             
          behalf of Mr. Blatt within the meaning of Q&A-9 if she had shown            
          that at the time she transferred to Phyllograph her stock in that           
          company (1) she was acting in the interest of Mr. Blatt, (2) she            
          was acting as his representative, or (3) the transfer of her                
          Phyllograph stock to that corporation satisfied an obligation or            
          a liability of Mr. Blatt.  See id. at 82 & n.12.  If we had                 
          concluded in Blatt that, as a matter of law, Q&A-9 and sec. 1041            
          may never apply to a corporate redemption in a divorce setting,             
          we would have expressly so stated.  We did not.                             
               The Court of Appeals for the Ninth Circuit in Arnes v.                 
          United States, 981 F.2d 456 (9th Cir. 1992), held that Q&A-9 and            
          sec. 1041 applied in the case of a corporate redemption in a                
          divorce setting.  Although in Blatt we expressed our disagreement           
          with the holding in Arnes v. United States, supra, our disagree-            
          ment with that holding was not based upon our conclusion that, as           
          a matter of law, Q&A-9 and sec. 1041 may never apply in the case            
          of a corporate redemption in a divorce setting.  See Blatt v.               
          Commissioner, supra.                                                        





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