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remedy this fundamental flaw undercuts petitioner’s contention
that it had a genuine pretax profit motive and a valid nontax
business purpose for entering into the lease strip deal. Indeed,
the flaw in the agreement escaped petitioner’s notice and that of
others representing Okoma and Lexington, the two entities to
which CMACM disposed of part of CMACM’s over lease position in a
series of three transactions from November 28, 1995, through
September 1, 1997.
Petitioner attempts to counter the effect of what it terms
an “ambiguity” by contending that “Crispin, CMA [petitioner], and
its personnel would not have entered into a transaction for any
consideration [where that transaction] * * * did not give them
the residual period they thought they were buying, mainly because
no customer would have even considered buying a nonexistent
position from CMA.” We are skeptical of petitioner’s argument.
Petitioner and CMACM had extensive experience in arranging lease
strip deals. If petitioner and Crispin were unsophisticated or
relied on others, their argument might be more colorable. But
here, the “experts” bought their own “product” with a major
drafting flaw and fundamental defect. Under these circumstances,
we conclude that the substantive rights were of no import to
these “experts” and that they viewed the transactions with
indifference. For petitioner the transactions were solely a
means for securing a tax advantage. If petitioner and Crispin
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