Haffner's Service Stations, Inc. - Page 42




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          the employer intended to compensate the employee for past                   
          undercompensation, and (2) the amount of the undercompensation.             
          Pac. Grains, Inc. v. Commissioner, 399 F.2d at 606; Estate of               
          Wallace v. Commissioner, 95 T.C. at 553-554.                                
               We conclude that none of the payments in issue were intended           
          to compensate either Emile or Louise for past undercompensation.            
          In addition to the fact that petitioner alleged in its petition             
          that the compensation was all attributable to the efforts of                
          Emile and Louise during the subject years, the payment of the               
          extremely large bonuses to them began in 1990, around the time              
          that the family lawsuit was initiated.  Petitioner’s payment of             
          these large amounts of cash obviously reduced its value and,                
          correspondingly, the amount of petitioner’s value that was                  
          attributable to the disputed shares.  In their capacity as                  
          defendants in the family lawsuit, Emile and Louise, the                     
          recipients of the bonuses, also were most likely incurring large            
          expenses in defending against the lawsuit and were facing the               
          possibility of a large damage award by virtue of an adverse                 
          ruling against them.  We also observe that petitioner had                   
          sufficient resources in 1989 and in each of the subject years to            
          pay Emile and Louise any additional amount that it purportedly              
          believed was due to them for their services, that the bonuses               
          were ascertained arbitrarily at the end of each year, and that              








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