Northern Telecom Inc. & Subsidiaries - Page 9




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          property interests in the telephone systems from the third-party            
          customers or whether the subsidiary received a contractual right            
          to purchase the telephone systems in the future.  If the                    
          subsidiary received a contractual right to purchase nonexisting             
          property in the future, then an intercompany transaction would              
          have occurred because the actual sale of the telephone systems              
          would have occurred at a later date with petitioner acting as the           
          seller and the subsidiary acting as the buyer.  See Hoven v.                
          Commissioner, supra at 56-57; Armstrong v. Commissioner, supra at           
          1173-1174.                                                                  
               Analysis of whether the subsidiary received contractual                
          rights to purchase nonexisting property in the future or whether            
          the subsidiary received property interests in the telephone                 
          systems depends on the nature of the property that was acquired             
          by the third-party purchaser in the purchase agreement.  If the             
          third-party customer acquired only contractual rights to purchase           
          nonexisting property in the future, then, in the assignment and             
          delegation agreements, the nature of the property that was                  
          transferred from the third-party customers to the subsidiary was            
          contractual rights to purchase nonexisting rights in the future.            
          See Johnson v. Commissioner, T.C. Memo. 1973-159.                           
               Respondent argues that petitioner lost its ability to act as           
          the seller-transferor of the telephone systems after entering               
          into the purchase agreements.  The purchase agreements in issue             





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