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 89




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          one of the tests in order for the step transaction doctrine to                
          operate.  Associated Wholesale Grocers, Inc. v. United States, 927            
          F.2d 1517, 1527-1528 (10th Cir. 1991) (finding end result test                
          inappropriate but applying the step transaction doctrine using the            
          interdependence test).  We now turn to the application of these               
          three tests to the transaction involved herein.                               
                         a.    Binding Commitment Test                                  
               We first consider the application of the binding commitment              
          test.  Petitioners posit that RD Leasing was not bound to engage in           
          the transaction until it actually entered the transaction in                  
          December 1993, and that Messrs. Parmentier and de la Barre                    
          d’Erquelinnes formed Andantech-Foreign independent of any                     
          commitment by RD Leasing.  For the reasons set forth below, we do             
          not believe it is appropriate to apply the binding commitment test            
          to our step transaction analysis in this case.                                
               The purpose of the binding commitment test is to promote                 
          certainty in tax planning; it is the most rigorous limitation of              
          the step transaction doctrine.  It is seldom used and is applicable           
          only where a substantial period of time has passed between the                
          steps that are subject to scrutiny.  Thus, it is not an appropriate           
          test to apply to the transactions before us inasmuch as the                   
          transactions were prearranged by Comdisco, completed in 6 months,             
          and fell entirely within a single tax year.  See, e.g., Associated            
          Wholesale Grocers, Inc. v. United States, supra at 1522 n.6                   
          (rejecting use of the binding commitment test because the case did            





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