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business; i.e., they did not join together to share in the profits
or losses from Andantech-Foreign’s equipment leasing activity; and
(b) Andantech-US should be disregarded because EICI did
not intend to join with RD Leasing for the purpose of carrying on
a business; i.e., they did not join together to share in the
profits or losses from Andantech-US’s equipment leasing activity;
(2) alternatively, the participation of Messrs. Parmentier
and de la Barre d’Erquelinnes, EICI, and Andantech in the
transactions involved herein should be disregarded under the step
transaction doctrine;
(3) additionally, with respect to Andantech, its sale-
leaseback transaction with Comdisco was a sham because it (a) was
not a true multiple-party transaction, (b) lacked economic
substance, (c) was not compelled or encouraged by business
realities, and (d) was shaped solely by tax-avoidance features;
(4) with respect to Norwest and RD Leasing, Andantech’s
sale-leaseback transaction with Comdisco should not be respected
because it lacked business purpose as well as economic substance.
Our reasons for these findings/holding now follow.
1. Andantech Is Not a Valid Partnership and Is Not
Recognized for Federal Tax Purposes
“A partnership is generally said to be created when persons
join together their money, goods, labor, or skill for the purpose
of carrying on a trade, profession, or business and when there is
community of interest in the profits and losses.” Commissioner v.
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