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issue of law and an issue of fact. The issue of law is whether
2618's transfer of the club to JKP, in November 1990, constituted
a taxable liquidation of 2618, under section 331, or a tax-free
reorganization under section 368(a)(1)(D) and/or (F). On that
issue, we hold that such transfer constituted a tax-free
reorganization under section 368(a)(1)(D). See discussion, infra
section III. The issue of fact is whether, in connection with
such transfer of assets from 2618 to JKP, we should accept
respondent’s argument that petitioner received $40,011 of assets
taxable to him as a long-term capital gain pursuant to section
356(a)(1)(B) and (2), or petitioner’s argument that he received
nothing. The only evidence offered by respondent in support of
his position is the 1989 yearend balance sheet in Schedule L of
2618's 1989 return, which shows $40,011 of assets. The 1989
return for 2618 is a joint, stipulated exhibit. As discussed,
infra section III, we find such balance sheet to be supportive of
petitioner’s position (reflected in his oral testimony) that he
received nothing in connection with the November 1990, transfer
of the club from 2618 to JKP rather than of respondent’s
position.
C. Lack of Need To Assign Burden of Proof
Because we are able to dispose of both issues on the basis
of undisputed or stipulated facts, we need not resolve the burden
of proof issue raised by petitioner. See Deskins v.
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