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F.2d 892, 896 (10th Cir. 1955); Estate of Weil v. Commissioner,
22 T.C. 1267, 1273-1274 (1954); Hoffman v. Commissioner, 2 T.C.
1160, 1178-1180 (1943), affd. sub nom. Giannini v. Commissioner,
148 F.2d 285 (9th Cir. 1945).
In addition, courts developed other tests to help decide
whether buy-sell agreements controlled estate tax value. In
Bensel v. Commissioner, 36 B.T.A. 246 (1937), affd. 100 F.2d 639
(3d Cir. 1938), the arm’s-length nature of the agreement
convinced the Court that a corporate buy-sell agreement
controlled estate tax value. In Bensel, 36 B.T.A. at 247, a
majority shareholder (father) had granted employee (son) an
option to purchase father’s stock at his death for a fixed price,
in order to retain son’s valuable services. Father and son were
estranged at all relevant times. See id. When son exercised the
option at father’s death, the fair market value of the stock
exceeded the option price. See id. at 249-250.
The Commissioner argued, in the alternative, for inclusion
in the gross estate at date of death value under the theory that
decedent (1) retained an interest to alter, revoke, or amend
under section 302(d) of the Revenue Act of 1926, ch. 27, 44 Stat.
71, or (2) made a transfer in contemplation of death under
section 302(c). See Bensel v. Commissioner, 36 B.T.A. at 251.
However, the hostilities and constant bargaining between father
and son convinced the Court that son was not the natural object
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