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 114




                                        - 95 -                                          
               Arm’s-length bargaining is an obvious characteristic of                  
          commercially valid transactions.  Id.; see also Karme v.                      
          Commissioner, supra.  To determine that an arm’s-length transaction           
          took place, we must find that the buyer was motivated to secure the           
          lowest purchase price possible and, conversely, that the seller               
          looked to obtain the highest price.  See Fox v. Commissioner, 80              
          T.C. 972, 1009 (1983), affd. without published opinion 742 F.2d               
          1441 (2d Cir. 1984), affd. sub nom. Barnard v. Commissioner, 731              
          F.2d 230 (4th Cir. 1984), affd. without published opinion 734 F.2d            
          9 (3d Cir. 1984), affd. without published opinions sub nom. Hook v.           
          Commissioner, Kratsa v. Commissioner, Leffel v. Commissioner,                 
          Rosenblatt v. Commissioner, Zemel v. Commissioner, 734 F.2d 5, 6-7,           
          9 (3d Cir. 1984).                                                             
               Here, it is evident that Ms. Grossman, who reviewed and                  
          recommended the transaction for NEFI, had little interest in                  
          securing the lowest purchase price for the computers.  Indeed, the            
          opposite was true; the greatest projected profits stemmed from tax            
          deductions which in turn increased as the purchase price increased.           
          Cf. Patin v. Commissioner, 88 T.C. 1086, 1122 (1987), affd. without           
          published opinion sub nom. Hatheway v. Commissioner, 856 F.2d 186             
          (4th Cir. 1988), affd. sub nom. Skeen v. Commissioner, 864 F.2d 93            
          (9th Cir. 1989), affd. without published opinion 865 F.2d 1264 (5th           
          Cir. 1989), affd. sub nom. Gomberg v. Commissioner, 868 F.2d 865              
          (6th Cir. 1989); Ferrell v. Commissioner, 90 T.C. 1154, 1186                  
          (1988).                                                                       





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