IPO II, A Partnership, Gerald R. Forsythe, Tax Matters Partner - Page 13

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          Regs. The Nationsbanc loan was guaranteed by Mr. Forsythe, Indeck           
          Energy, and Indeck Power.  Indeck Energy and Indeck Power have no           
          ownership interests in either Indeck Overseas or IPO II.  Mr.               
          Forsythe, on the other hand, is at least a majority owner in                
          Indeck Energy, Indeck Power, and Indeck Overseas.  Even though              
          Indeck Overseas did not guarantee the Nationsbanc loan, we must             
          inquire into whether the guaranty by Mr. Forsythe, Indeck Power,            
          or Indeck Energy can be attributed to Indeck Overseas.                      
               Petitioner argues that the liability incurred as a result of           
          the purchase of the aircraft is recourse with respect to each               
          member:  fully recourse as to Mr. Forsythe as a result of the               
          Forsythe guaranty, and fully recourse as to Indeck Overseas as a            
          result of its being related to Indeck Energy, a guarantor,                  
          through Mr. Forsythe’s common ownership.                                    
               Respondent argues that the entire recourse liability                   
          incurred with the purchase of the aircraft should be allocated to           
          Mr. Forsythe because:  (1) Nationsbanc had no recourse against              
          Indeck Overseas for the loan; and (2) for purposes of determining           
          the allocation of the liability, Mr. Forsythe and Indeck Overseas           
          cannot be related parties, and, therefore, Indeck Overseas and              
          Indeck Energy cannot be considered related persons through the              
          common ownership by Mr. Forsythe.                                           
               The regulations define a “related person” as a person having           
          a relationship to a partner which is specified in section 267(b)            






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