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consideration in money or money’s worth (adequacy of
consideration test). No particular factor or test was weighted
more heavily than another; but rather, courts considered all
circumstances to determine whether buy-sell agreements were
adopted for the principal purpose of achieving testamentary
objectives. See St. Louis County Bank v. United States, 674 F.2d
at 1210-1211; Lauder II; Estate of Carpenter, T.C. Memo. 1992-
653.
1. Testamentary Purpose Test
Under the testamentary purpose test, factors indicating that
a buy-sell agreement was not the result of arm’s-length dealing
and was designed to serve a testamentary purpose included (1) the
decedent’s ill health when entering into the agreement, see St.
Louis County Bank v. United States, 674 F.2d at 1210; Estate of
Lauder v. Commissioner, T.C. Memo. 1990-530 (Lauder I); Estate of
Slocum v. United States, 256 F. Supp. at 755, (2) lack of
negotiations between the parties before executing the agreement,
see Bommer Revocable Trust v. Commissioner, T.C. Memo. 1997-380;
Lauder II; Bensel v. Commissioner, 36 B.T.A. at 253 (finding no
testamentary purpose due to evidence of hostile negotiations),
(3) lack of (or inconsistent) enforcement of buy-sell agreements,
see St. Louis County Bank v. United States, 674 F.2d at 1211;
Estate of Bischoff v. Commissioner, 69 T.C. at 42 n.10 (finding
that agreement was not a testamentary substitute due, in part, to
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