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ment * * * and as a result of such default, amounts due
under the Note would immediately become due and pay-
able. [Reproduced literally.]
We turn first to petitioner’s related arguments (1) that the
$1.5 million advance by Super Rite to petitioner created an
unconditional obligation on the part of petitioner to repay those
funds and (2) that only a condition subsequent (i.e., compliance
by petitioner with the April 16, 1999 supply agreement) gave rise
to the forgiveness of the annual payment set forth in the April
15, 1999 note. In advancing those arguments, petitioner relies
on Erickson Post Acquisition, Inc. v. Commissioner, T.C. Memo.
2003-218, and on the following language in the April 15, 1999
note:
The principal balance of this Note shall be repaid
in six (6) annual payments of $250,000.00 each, com-
mencing on April 16, 2000, and continuing on the third
Friday of each April thereafter through and including
April 16, 2005; provided however, that the payment of
the annual payment shall be forgiven by the Lender
[Super Rite] if the Lender determines that the Borrower
[petitioner] is in compliance with, and shall not have
materially breached or then be in uncured default
under, that certain Supply and Requirements Agreement
[April 16, 1999 supply agreement] of even date herewith
among the Borrower and Lender. * * *
If the form of the April 15, 1999 note were to control, such
form would appear to support petitioner’s arguments. However, we
are not bound by the form of the April 15, 1999 note. See
Knetsch v. United States, supra. The substance of the bargain
between petitioner and Super Rite at the time the $1.5 million at
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