Estate of H.A. True, Jr. - Page 55




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          Thus, petitioners could have predicted that the ranchland                   
          exchange transactions would create a disparity in which actual              
          fair market value would exceed the tax book value formula price             
          under the True Ranches buy-sell agreement.52                                
                    3. True Family Buy-Sell Agreements Were Substitutes               
                        for Testamentary Dispositions                                 
               To summarize, we have found facts indicating that the buy-             
          sell agreements at issue in these cases (1) were not the result             
          of arm’s-length dealings and served Dave True’s testamentary                
          purposes and (2) included a tax book value formula price that was           
          not comparable to a price that would be negotiated by adverse               
          parties dealing at arm’s length and would not, over time, be                
          expected to bear a reasonable relationship to the unrestricted              
          fair market value of the ownership interests in the True                    
          companies.  In Lauder II, certain facts regarding how the                   
          agreement was entered into allowed us to infer that the buy-sell            
          agreements served testamentary purposes.  We then went on to                



               52The Trues argued that evidence of legitimate business                
          purposes for the ranchland exchange transactions should render              
          the step transaction doctrine inapplicable.  They advanced an               
          analogous argument in the cases at hand.  The Court of Appeals              
          for the Tenth Circuit acknowledged the evidence of business                 
          purposes, but held that such evidence was not dispositive and               
          that the step transaction doctrine should still apply.  See True            
          v. United States, 190 F.3d 1165, 1176-1177 (10th Cir. 1999).  We            
          also note the following observation of the Court of Appeals for             
          the Tenth Circuit:  “None of the individual steps in the                    
          ranchland [exchange] transaction is the type of business activity           
          we would expect to see in a bona fide, arm’s length business deal           
          between unrelated parties”.  True v. United States, 190 F.3d at             
          1179.                                                                       




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