Andantech L.L.C., Wells Fargo Equipment Finance, Inc. (f.k.a. Norwest Equipment Finance, Inc.), Tax Matters Partner, and Wells Fargo & Co., A Partner Other Than the Tax Matters Partner, et al. - Page 11




                                        - 100 -                                         
          enforced.  The parties’ failure to enforce their agreements                   
          indicates that the transaction does not conform to economic                   
          realities.  Helba v. Commissioner, 87 T.C. at 1011; cf. Arrowhead             
          Mountain Getaway, Ltd. v. Commissioner, T.C. Memo. 1995-54 (finding           
          of sham transaction supported by showing that promoter was “notably           
          careless and unbusinesslike” in documenting and altering legal                
          relationships of the partnership), affd. 119 F.3d 5 (9th Cir.                 
          1997).                                                                        
               In the instant matter, Comdisco had the right to substitute              
          replacement equipment if the end user made a bona fide offer to               
          purchase the computer.  In that event, RD Leasing had the right to            
          request reasonable documentation from Comdisco before transferring            
          title pursuant to a bill of sale.                                             
               In April 1994, one of the end users purchased the IBM 9021               
          computer equipment it subleased from Comdisco.  The computer was              
          one that had been sold to Andantech.  Comdisco elected to                     
          substitute replacement equipment.  But Comdisco failed to provide             
          notice to Andantech that it was exercising its right to substitute            
          replacement equipment and did not follow the procedures for                   
          substitution required by the equipment lease.                                 
               We are also mindful that Comdisco provided Ms. Grossman with             
          location reports relating to the equipment on March 1, 1994,                  
          February 27, 1995, and February 28, 1996.  The 40 mainframe                   
          computers that were the subject of the sale-leaseback were                    
          identified by serial number in the location reports.  The computers           





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