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actually litigated and decided in the 1971 and 1973 gift tax
cases and was not essential to those decisions (flunking Peck
requirement 4). Therefore, we proceed independently to determine
whether the True companies’ buy-sell agreements were entered into
for bona fide business reasons. See discussion infra pp. 99-101.
2. Whether Book Value Equaled Fair Market
Value as of Agreement Date Issue
The District Court’s findings that tax book value equaled
fair market value for the True Oil and Belle Fourche interests
transferred as of the buy-sell agreement dates in 1971 and 1973
also do not have preclusive effect in the cases before us. This
is because the issues in these cases (the fair market value of
the interests in question many years later) are not identical to,
and were not actually litigated in or essential to the District
Court’s decisions in the 1971 and 1973 gift tax cases.
In the 1971 and 1973 gift tax cases, the District Court
determined the fair market values (as of the agreement dates) of
transferred interests in Belle Fourche and True Oil, explicitly
taking into account the depressive effect that the buy-sell
agreements had on value. In those cases, the District Court
independently determined that fair market value equaled book
value at the agreement dates without finding that the buy-sell
agreements controlled transfer tax value under a Lauder II type
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