HJ Builders, Inc. - Page 15

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          here are identical, and the lack of true bargaining between the             
          parties prevents us from accepting the form of the instrument               
          without an inquiry into the economic reality of the transaction.            
          See Fin Hay Realty Co. v. United States, supra at 697.                      
               Second, when a corporation receives financing that it could            
          not acquire on similar terms from a commercial lender, the                  
          character of that financing may be considered equity, not debt.             
          Id.; Segel v. Commissioner, supra at 828-829.  Attached to the              
          second note is a mortgage from Draper Bank for the same principal           
          amount as the second note and with terms identical to it, except            
          that the mortgage has a stated maturity date and is secured by              
          the underlying realty.  Regarding the relationship between the              
          second note and the mortgage document, Mr. Wright testified at              
          trial:                                                                      
                    Later on, when my funds were depleted and I wasn’t                
               able to loan the corporation money, I then approached                  
               commercial lending institutions who, because of the                    
               number of years that I’ve been in the business and had                 
               established a track record, they were willing to loan                  
               me personally funds that I then loaned to the                          
               corporation.                                                           
          Comparing the second note and the related mortgage document, the            
          second note had no stated maturity date and was not secured,                
          which put Mr. Wright in a riskier position than Draper Bank.                
          Draper Bank, as a disinterested lender, provided the loan to                
          Mr. Wright for a fixed maturity date and required collateral as             
          security for repayment.  See Fin Hay Realty Co. v. United States,           






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