Brewer Quality Homes, Inc. - Page 68

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               2.  Intent                                                             
               Because of the comparatively subjective nature of the                  
          determination of a taxpayer’s intent in making a payment to a               
          shareholder-employee, courts have generally concentrated on the             
          reasonableness prong rather than the intent prong in section                
          162(a)(2) cases.  See, e.g., Elliotts Inc. v. Commissioner, 716             
          F.2d 1241, 1243 (9th Cir. 1983), revg. T.C. Memo. 1980-282.                 
          However, it is clear that if a payment was not intended to be               
          compensation for personal services, then it will not be                     
          deductible under section 162(a)(2) even if the payment did not              
          exceed reasonable compensation.  See King’s Court Mobile Home               
          Park v. Commissioner, 98 T.C. at 514-515; Paula Construction Co.            
          v. Commissioner, 58 T.C. at 1057, 1059-1060.                                
               Having made determinations as to the maximum amounts of                
          petitioner’s payments to Jack that would be reasonable                      
          compensation for Jack’s services, we now proceed to the second              
          prong--whether any portions of those reasonable amounts are                 
          nevertheless not deductible by petitioner because they were not             
          intended as compensation.                                                   
               Respondent contends “that part of the payments [to Jack]               
          deducted by petitioner are disguised dividends.”  In support of             
          this contention, respondent directs our attention to the                    
          following:  (1) Jack’s testimony that if petitioner had a good              
          year, then Jack had a good year, (2) the yearend ad hoc                     






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