Carol M. Read, et al. - Page 74




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          tion is in satisfaction of the buyer’s obligation to surrender              
          for redemption stock that, actually, in Wall, or constructively,            
          in Sullivan, he had purchased from the seller.  Any transfer by             
          the seller directly to the corporation would, under that logic,             
          be on behalf of the buyer.  Contrariwise, if the remaining                  
          shareholder has not purchased the seller’s stock, and has no                
          obligation to do so, as in Edenfield v. Commissioner, supra, the            
          transfer to the corporation should not be viewed as on the                  
          remaining shareholder’s behalf.  Since there is no practical                
          difference between the Wall and Edenfield type formats, the                 
          choice of form by the parties to the transaction plays a dominant           
          role in determining the income tax consequences that will follow,           
          and the crucial distinction is whether the corporation satisfies            
          a legal obligation of the remaining shareholder to purchase the             
          redeemed stock.  No matter how close a taxpayer comes to under-             
          taking a legal obligation to purchase the redeemed stock, the               
          Wall principle should not apply unless that obligation was in               
          fact undertaken.  Thus, in S.K. Ames, Inc. v. Commissioner, 46              
          B.T.A. 1020 (1942), we construed a contract to purchase stock               
          that provided that the taxpayer would “purchase or cause to be              
          purchased” the stock.  We held that the promise to “purchase or             
          cause to be purchased” provided several methods for satisfying              
          the obligation created under the contract, and, therefore, the              
          taxpayer incurred no absolute obligation to purchase the stock.             






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