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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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