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business purpose and economic substance may still be recast in
order to reflect its true nature. Packard v. Commissioner, 85 T.C.
397, 419-422 (1985).
Substance over form and related judicial doctrines all require
“a searching analysis of the facts to see whether the true
substance of the transaction is different from its form or whether
the form reflects what actually happened.” Harris v. Commissioner,
61 T.C. 770, 783 (1974). The issue of whether any of those
doctrines should be applied involves an intensely factual inquiry.
See Gordon v. Commissioner, 85 T.C. 309, 327 (1985); see also Bowen
v. Commissioner, 78 T.C. 55, 79 (1982), affd. 706 F.2d 1087 (11th
Cir. 1983); Gaw v. Commissioner, T.C. Memo. 1995-531, affd. without
published opinion 111 F.3d 962 (D.C. Cir. 1997).
After a thorough review of the record in these consolidated
cases, we find, and thus hold, alternatively, the following:
(1) Andantech is not a valid partnership and should not be
recognized for Federal tax purposes; more specifically:
(a) Andantech-Foreign should be disregarded because
Messrs. Parmentier and de la Barre d’Erquelinnes did not intend to
join together as partners for the purpose of carrying on a
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