Delaware Corp., et al. - Page 23

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          effective dates of the Caroline County farm contract and the                
          Virginia Beach property contract, Delaware Corporation completed            
          several major construction projects for which it had been able to           
          obtain the financing and the bonding that permitted it to bid               
          successfully on such projects.                                              
               At all relevant times, including the respective effective              
          dates of the Caroline County farm contract and the Virginia Beach           
          property contract and all relevant times thereafter during the              
          taxable years in question,6 petitioners did not intend that Ms.             
          Havens transfer to Delaware Corporation equitable ownership of              
          and legal title to the Caroline County farm and the Virginia                
          Beach property.  Thus, Delaware Corporation assigned its interest           
          in the Caroline County farm contract (Caroline County farm                  
          assignment) to MSG-STG L.P., a family limited partnership con-              
          trolled by Ms. Havens.  The Caroline County farm assignment,                
          which was effective as of November 9, 1994, provided in pertinent           
          part as follows:                                                            
                    THIS ASSIGNMENT of Contract Interest, made Novem-                 
               ber 9, 1994, by and between DELAWARE CORPORATION, a                    
               Virginia Corporation (Assignor), and MSG-STG L.P., a                   
               Virginia Limited Partnership (Assignee).                               


               6The taxable years for which respondent determined deficien-           
          cies and penalties against Ms. Havens and Mr. Barber are 1994 and           
          1995.  The taxable years for which respondent determined defi-              
          ciencies and penalties against Delaware Corporation are 1994 and            
          1997.  The deficiency and the penalty that respondent determined            
          for Delaware Corporation’s taxable year 1997 are attributable to            
          respondent’s disallowance of a claimed NOL carryforward from its            
          taxable year 1995.                                                          




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