Sid Paul Ruckriegel - Page 33

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          Paulan direct payments be clearly manifested by the actions of              
          the parties to those transactions; viz, petitioners, Paulan, and            
          Sidal.  With that thought in mind, we examine the parties’                  
          actions as evidenced by the promissory notes, the minutes, and              
          the accounting entries.                                                     
                    (b)  The Promissory Notes                                         
               Petitioners point to the promissory notes as documentary               
          evidence of the back-to-back loan structure and, in particular,             
          of “real, enforceable loan obligations between * * * [them] and             
          Sidal.”  Respondent argues that because the promissory notes                
          reflected loans that were unsecured, yet provided for the same              
          interest rates as the secured bank loans to Paulan (i.e., because           
          the terms of those loans were not arm’s-length), and because the            
          execution dates of the notes are uncertain, they cannot be                  
          considered “genuine”.                                                       
               We do not find the alleged failure of the promissory notes             
          to satisfy an arm’s-length standard to be of much help in                   
          deciding the issue of whether those notes do, in fact, reflect              
          bona fide indebtedness from Sidal to petitioners and from                   
          petitioners to Paulan, which is the issue in this case.  If, as             
          respondent argues, the interest rates on the unsecured                      
          indebtedness from Sidal to petitioners and from petitioners to              
          Paulan, as set forth in the promissory notes, are too low, those            
          rates may be subject to increase pursuant to section 482.  See              






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