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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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