Eddie Cordes, Inc., et al. - Page 30




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          not have dominion or control over the funds, and the funds,                 
          therefore, are not income to him.  However, Mr. Cordes received             
          payments on notes he had already purchased from CFC and exchanged           
          them for more of CFC’s notes, which he then also owned.  That Mr.           
          Cordes did not first deposit the payments received in a personal            
          account before purchasing additional notes is irrelevant.  We               
          find that Mr. Cordes had full control over the payments and that            
          he owned the notes in question.                                             
               Clearly, Mr. Cordes purchased 1,168 notes from CFC in 1994             
          and 1995.  Petitioners have disputed only who owned the 1994 and            
          1995 notes and have not addressed whether CFC sold the notes to             
          Mr. Cordes for prices below fair market value, should we                    
          conclude, as we have, that Mr. Cordes owned the notes.  Section             
          1.301-1(j), Income Tax Regs., states that “If property is                   
          transferred by a corporation to a shareholder which is not a                
          corporation for an amount less than its fair market value in a              
          sale or exchange, such shareholder shall be treated as having               
          received a distribution to which section 301 applies.”  Because             
          CFC sold the 1994 and 1995 notes to Mr. Cordes for prices below             
          fair market value, we hold that the differences between the                 
          prices paid for the notes and the fair market values of the notes           
          are constructive dividends to Mr. Cordes.  See Estate of Durkin             
          v. Commissioner, 99 T.C. 561, 567 (1992); Eugene D. Lanier, Inc.            
          v. Commissioner, T.C. Memo. 1998-7 (citing sec. 1.301-1(j),                 
          Income Tax Regs.; Palmer v. Commissioner, 302 U.S. 63, 69-70                
          (1937)).                                                                    





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