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allegations of substance over form, which the courts have
typically found insufficiently persuasive. E.g., Sleiman v.
Commissioner, 187 F.3d at 1358-1359; Bergman v. United States,
supra at 932, 934; Estate of Leavitt v. Commissioner, supra at
422; Brown v. Commissioner, supra at 756; Underwood v.
Commissioner, supra at 311; Spencer v. Commissioner, supra at 83-
86.
That is not the scenario with which we are confronted here.
To the contrary, the only original documents in the record
pertaining to the $6 million show that the debt, from the outset,
was in form a loan to Mr. Gleason as the sole obligor. The
stipulated loan agreement designates Mr. Gleason as the only
“Borrower”. The irrevocable letter of credit that apparently
made these funds available to the selling shareholders states
consistently that it was opened “FOR ACCOUNT OF THOMAS E.
GLEASON”.8 Furthermore, certain facts relied upon by respondent,
such as the restriction requiring proceeds to be used to purchase
the Alofs and Target stock or the pledge of the shares as
collateral, are not necessarily at odds with the form of the
8 It is also noteworthy that the phrasing of the parties’
stipulations likewise suggests a transaction that was in form a
direct purchase by Mr. Gleason from the selling shareholders.
One stipulation includes the statement that “petitioner [Mr.
Gleason] agreed to exchange his shares in Excellence to obtain
money to purchase Alofs and Target.” Another reads: “petitioner
exchanged his shares of Excellence and with the assistance of
financing, became the owner of most of the remaining shares of
Alofs and Target.”
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