Estate of H.A. True, Jr. - Page 236




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          55 (1971) (in determining date of property transfer, date on                
          which benefits and burdens or incidents of ownership of property            
          pass must be considered); Merrill v. Commissioner, 40 T.C. 66, 74           
          (1963) (where delivery of deed is delayed to ensure payment,                
          intent of parties as to when benefits and burdens of ownership              
          are to be transferred, as evidenced by factors other than the               
          passage of bare legal title, controls for tax purposes), affd.              
          336 F.2d 771 (9th Cir. 1964); cf. Dyke v. Commissioner, 6 T.C.              
          1134 (1946) (stock sale not completed until all conditions of               
          escrow agreement (including payment) were satisfied and stock was           
          actually delivered, even though buyer was entitled to                       
          corporation’s earnings for approximately 1 month before delivery            
          date).                                                                      
              Taking into account all the facts and circumstances of the              
          case at hand, we conclude that Jean True and her sons intended              
          the benefits and burdens of ownership of Jean True’s stock and              
          partnership interests to pass to the sons on the notice dates;              
          i.e., on June 30, 1994, in the case of her stock and on July 1,             
          1994, in the case of her partnership (and LLC) interests.  We               
          further conclude that the benefits and burdens of ownership in              
          fact shifted on those dates.  These conclusions are based on the            
          following observations:                                                     
              1.  The buy-sell agreements expressly provided that the                 
          notice dates were the effective dates of Jean True’s sales to her           
          sons.  The buy-sell agreements also expressly provided that on              





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