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Rendina, the Court found that the intent to liquidate was
apparent from the sales of WSAI’s assets, its
cessation of business, and the agreement of
petitioner and Ackerman that WSAI would
distribute the last two condominium units to
petitioner, in consideration of petitioner’s
assumption of the corporation’s liabilities
to its lenders and his recovery of his
investment out of the balance. With that
final distribution, WSAI held title to no
further assets of any substantial
consequence.***
Unlike the facts in Rendina, the record does not clearly show an
intent to liquidate. There is no evidence of a written or oral
agreement to liquidate BERM after Mr. Maker sold his shares in
the corporation; no management agreement showing petitioner’s
obligation to indemnify the corporation of any loss at the end of
the year; no partnership agreement showing a new entity to carry
on the business of BERM; no books and records showing daily
accounts or value of assets and liabilities; and no canceled
checks or loan agreements establishing the amounts of loans
petitioner personally made to BERM or any other entity.
In fact, there is no evidence that BERM ceased doing
business at the end of 1994. On the contrary, petitioner
continued to enjoy the benefits of BERM’s corporate form
throughout 1995. Particularly, petitioner continued to use
BERM’s checking account to deposit receipts, pay expenses and
maintain the necessary cash-flow for the business. Petitioner
also enjoyed the benefits of the insurance contracts and lease
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