Howard J. Kaplan and Brenda L. Kaplan, et al. - Page 27

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               The Opinion Letter                                                     
               Blanco, Tackabery, Combs & Matamoros, P.A., Kaplan’s                   
               law firm, has provided an opinion letter stating that                  
               various parts of the lease agreement indicate that                     
               title to the leasehold improvements immediately vested                 
               with KQC and that Texas had only possessory rights                     
               subject to the lease agreement.  According to this                     
               letter, the following are specific provisions of the                   
               lease that support this interpretation:                                
                    •    In the event of an entire condemnation, the                  
                         award for any such taking shall be paid to                   
                         the Lessor;                                                  
                    •    Property owned by KQC is identified to in-                   
                         clude “improvements erected or located on the                
                         Parcel, or affixed thereto”;                                 
                    •    All insurance proceeds with regard to the                    
                         building and improvements are the property of                
                         KQC;                                                         
                    •    Texas is required, upon termination of the                   
                         lease, to surrender the possession of the                    
                         premises, which includes all improvements.                   
               The Lease                                                              
               The Lease Agreement contains no specific mention of                    
               conveying the title to the improvements.  See the Lease                
               Agreement, dated April 1997, for specific lease terms                  
               and conditions negotiated between Texas and KQC.                       
               ISSUES                                                                 
               Were the leasehold improvements made by Texas the                      
               property of KQC prior to the termination of the lease,                 
               thereby entitling KQC to a charitable contribution                     
               deduction under IRC �170(b)(1)(C) equal to the fair                    
               market value of the renovated property?                                
               CONCLUSION                                                             
               There is exposure in taking the position that once the                 
               improvements to the property were made [by TMC], title                 
               to such improvements vested immediately with KQC.  Due                 
               to the substantial dollar amount involved, the IRS is                  
               likely to question the ownership of the improvements                   
               located on the property.  Based on previous determina-                 
               tions made in this area, it is very likely that the IRS                
               will take the position that these improvements should                  





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