Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 30

                                        -118-                                         
               The mere fact that the parties to the transaction might take           
          favorable tax consequences into account is not of itself fatal to           
          the transaction.  Frank Lyon Co. v. United States, 435 U.S. 561,            
          580 (1978).  As Judge Learned Hand observed in Chisholm v.                  
          Commissioner, 79 F.2d 14, 15 (2d Cir. 1935), revg. 29 B.T.A. 1334           
          (1934):                                                                     
               a man’s motive to avoid taxation will not establish his                
               liability if the transaction does not do so without it.                
               It is true that * * * [the Supreme Court] has at times                 
               shown itself indisposed to assist such efforts, and has                
               spoken of them disparagingly; but it has never, so far                 
               as we can find, made that purpose the basis of                         
               liability; and it has often said that it could not be                  
               such.  The question always is whether the transaction                  
               under scrutiny is in fact what it appears to be in                     
               form; a marriage may be a joke; a contract may be                      
               intended only to deceive others; an agreement may have                 
               a collateral defeasance.  In such cases the transaction                
               as a whole is different from its appearance.  True, it                 
               is always the intent that controls; and we need not for                
               this occasion press the difference between intent and                  
               purpose.  We may assume that purpose may be the                        
               touchstone, but the purpose which counts is one which                  
               defeats or contradicts the apparent transaction, not                   
               the purpose to escape taxation which the apparent, but                 
               not the whole, transaction would realize. * * *                        
               [Citations omitted; emphasis added.]                                   
               In applying these general legal principles, courts have                
          developed a number of more particularized judicial doctrines                
          including:  The sham transaction doctrine, the substance over               
          form doctrine, the step transaction doctrine, and the economic              











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