ABC Beverage Corp., f.k.a. Beverage America, Inc. - Page 18

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          Properties could have exercised its rights under the lease to               
          cause Bottlers to buy the facilities when Bottlers failed to pay            
          the full amount of rent.  Respondent further argues that                    
          Properties could have found another third party to buy the                  
               Respondent’s focus on the theoretical possibilities of what            
          might occur does not give sufficient credence to the realities of           
          the business environment.  See Portland Mfg. Co. v. Commissioner,           
          56 T.C. at 72.  One of respondent’s theoretical suggestions, for            
          example, is that Properties should have caused Bottlers to buy              
          the facilities once Bottlers failed to pay the full amount of               
          rent.  This decision would not have been in the best interests of           
          Bottlers, and the management group, owing fiduciary duties to               
          Bottlers, would not have made it.  There were also no other                 
          third-party buyers for the bottling facilities, although                    
          respondent suggests other actions Bottlers should have taken to             
          seek them.  The management group searched fruitlessly for other             
          third parties when the G&K deal collapsed.                                  
               While the management group may have made other choices if              
          they had the benefit of hindsight, they did what they thought was           
          best for Bottlers based on the circumstances at the time.  See              
          id.  Properties was unable to repay the loan once G&K’s financing           
          fell through and G&K became unable to purchase the facilities.              
          Cf. Crown v. Commissioner, supra; Findley v. Commissioner, supra.           

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