Charles T. McCord, Jr. and Mary S. McCord, Donors - Page 18

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          revoke a gift of stock if it was determined that, for gift tax              
          purposes, the fair market value of such stock exceeded $2,000 per           
          share.  The Court similarly concluded that such a clause was a              
          condition subsequent and void because it was against public                 
          policy.                                                                     
               Contrary to the valuation clauses in Commissioner v.                   
          Procter, supra, and Ward v. Commissioner, supra, which adjusted             
          the amount transferred based upon a condition subsequent,                   
          petitioners’ valuation clause defined the amount of property                
          transferred.  Simply put, petitioners’ gift does not fail upon a            
          judicial redetermination of the transferred property’s value.               
          Petitioners made a legally enforceable transfer of assignee                 
          interests to CFT, with no provision for the gift to revert to               
          petitioners or pass to any other party on the occurrence of                 
          adverse tax consequences.  CFT merely failed to protect its                 
          interest adequately.  Procter and Ward are distinguishable.                 
          Petitioners’ formula clause was not against public policy.                  
          IV. Conclusion                                                              
               The majority seek to restrict petitioners’ charitable                  
          deduction to that which CFT accepted in the confirmation                    
          agreement.  The parties agree that the gift closed upon the                 
          execution of the assignment agreement.  At that moment,                     
          petitioners transferred and CFT had a $2,838,899 MIL interest.              
          CFT waived its arbitration rights, and petitioners did not                  
          participate in the subsequent allocation.  Whether CFT failed to            






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