Nicole Rose Corp., formerly Quintron Corporation - Page 16




                                       - 16 -                                         
               Under any version of the business purpose and economic                 
          substance test, the transactions before us must be regarded as              
          lacking in business purpose and economic substance.                         
          Additionally, we note that, prior to the September 1993                     
          transactions, QTN was a dormant shell corporation, controlled by            
          Wolf, not a going concern.                                                  
               Petitioner contends that it is entitled to the $22 million             
          claimed ordinary business expense deductions relating to its                
          transfer to Wildervank of its interest in the Trust Fund and the            
          $400,000 in cash.  Petitioner’s apparent theory of deductibility            
          is that the value of petitioner’s interest in the Trust Fund was            
          equal to the $21.8 million balance in the Trust Fund and                    
          therefore that when petitioner transferred to Wildervank its                
          interest in the Trust Fund, plus the $400,000 in cash, the                  
          transfer should be treated as a “payment” by petitioner to                  
          Wildervank of $22 million in exchange for the cancellation of               
          petitioner’s obligation on an onerous lease.  In support,                   
          petitioner cites case authority and respondent’s rulings for the            
          proposition that payments extinguishing lease obligations may               
          qualify as ordinary and necessary business expense deductions.              
          Hort v. Commissioner, 313 U.S. 28, 32 (1941); Stuart Co. v.                 
          Commissioner, 195 F.2d 176, 177 (9th Cir. 1952), affg. a                    
          Memorandum Opinion of this Court; Helvering v. Cmty. Bond &                 
          Mortgage Corp., 74 F.2d 727, 728 (2d Cir. 1935), affg. 27 B.T.A.            






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