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 113




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               Petitioners posit that, on a subjective basis, RD Leasing,               
          NEFI, and Norwest acted in a businesslike manner and were not                 
          motivated solely by tax considerations.  But we are not satisfied             
          that Norwest/RD Leasing (through its executive employees) believed            
          that the projected residual values were both realistic and                    
          attainable.                                                                   
               In analyzing whether a taxpayer was induced to commit capital            
          for reasons relating only to tax considerations or whether a                  
          legitimate profit motive was involved, the following factors are              
          particularly significant: (1) The presence or absence of arm’s-               
          length price negotiations, Helba v. Commissioner, 87 T.C. 983, 1004           
          (1986), affd. without published opinion 860 F.2d 1075 (3d Cir.                
          1988); see also Karme v. Commissioner, 73 T.C. 1163, 1186 (1980),             
          affd. 673 F.2d 1062 (9th Cir. 1982); (2) the relationship between             
          the selling price and the fair market value, Zirker v.                        
          Commissioner, 87 T.C. 970, 976 (1986); Helba v. Commissioner, supra           
          at 1005-1007, 1009-1011; (3) the structure of the financing, Helba            
          v. Commissioner, supra at 1007-1011; (4) the degree of adherence to           
          contractual terms, id. at 1011; (5) the reasonableness of the                 
          income and residual value projections, Rice’s Toyota World, Inc. v.           
          Commissioner, 81 T.C. at 204-207; and (6) the insertion of other              
          entities, Helba v. Commissioner, supra at 1011.  Our application of           
          these factors to the transaction involved herein follows.                     
                               i.   Presence or Absence of Arm’s-Length Price           
                               Negotiations                                             






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