Estate of H.A. True, Jr. - Page 318




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          (2), were similar to those contained in section 20.2031-2(h),               
          Estate Tax Regs.  See S. 3209, supra at 30540-30541.  S. 3209               
          also emphasized that the business arrangement and device                    
          requirements were independent tests.  See id.  Further, S. 3209             
          explained that OBRA added a third requirement, that the terms of            
          the option, agreement, right, or restriction must be comparable             
          to similar arrangements entered into by persons in an arm’s-                
          length transaction.  See id.   According to S. 3209, this                   
          requirement was not found in prior law.  See id.                            
          II. Do 1971 and 1973 Gift Tax Cases Have Preclusive Effect?                 
               A. Petitioners’ Collateral Estoppel Argument                           
               Petitioners argue that under the doctrine of collateral                
          estoppel, or issue preclusion, we are bound by certain                      
          determinations of the U.S. District Court for the District of               
          Wyoming in the 1971 and 1973 gift tax cases.  In petitioners’               
          view, the District Court found, as to True Oil and Belle Fourche,           
          that (1) their buy-sell agreements were bona fide business                  
          arrangements and (2) book value of the transferred interests                
          equaled fair market value as of the agreement dates.37                      


               37Petitioners explain that the District Court explicitly               
          determined that book value equaled fair market value for the two            
          companies, describing this as an “ultimate” fact in the 1971 and            
          1973 gift tax cases and an “evidentiary” fact in the cases at               
          hand.  In contrast, petitioners contend that the District Court             
          implicitly held that the buy-sell agreements were bona fide                 
          business arrangements, because the District Court took the                  
          agreements into account in determining fair market value of the             
          True Oil and Belle Fourche transferred interests.  Petitioners              
                                                             (continued...)           




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