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See also Buchholz Mortuaries, Inc., v. Commissioner, supra
(contract accorded taxpayers, “or their assigns” right to pur-
chase stock; purchase by corporation (assignee) did not discharge
personal and primary obligation of taxpayers); Bunney v. Commis-
sioner, T.C. Memo. 1988-112 (similar). In Kobacker v. Commis-
sioner, 37 T.C. 882 (1962), the taxpayer negotiated to buy all of
the capital stock of a corporation. The purchase agreement
contained the following paragraph:
Buyer * * * is to have the right to assign this Agree-
ment to a corporation, thereby releasing Buyer there-
from, and substituting such Corporation in the place of
Buyer under this Agreement, with the same force and
effect as if this Agreement were originally made with
such Corporation, provided that such Corporation shall,
by writing, agree to be bound by all of the terms,
covenants and conditions of this Agreement. [Id. at
885.]
In Kobacker, we held that the taxpayer had assumed no personal
obligation to purchase the stock under that contract. See id. at
896.
The fact that a bootstrap acquisition is incident to a
divorce has no bearing on whether the buyer (for convenience,
husband) and seller (wife) are held to the form upon which they
have agreed. If the husband’s obligation to purchase the wife’s
shares is primary and unconditional, then he is in constructive
receipt of those shares notwithstanding that, on his behalf, the
wife has transferred them to the corporation. If the husband
does not have a primary and unconditional obligation to purchase
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