Sid Paul Ruckriegel - Page 35

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          existing indebtedness to Paulan, which would be ineffective to              
          create bases in Sidal under section 1366(d)(1)(B).  See Bergman             
          v. United States, 174 F.3d 928 (8th Cir. 1999); Underwood v.                
          Commissioner, 535 F.2d 309 (5th Cir. 1976).                                 
               Conversely, the other three sets of promissory notes predate           
          the Paulan direct payments to which they relate.  Those                     
          promissory notes also fail to support a finding that the                    
          corresponding Paulan direct payments, in substance, created bona            
          fide indebtedness from Sidal to petitioners and from petitioners            
          to Paulan in the amounts set forth and on the dates thereof.  See           
          Perry v. Commissioner, 392 F.2d 458 (8th Cir. 1968) (predated               
          notes insufficient to prove indebtedness from an S corporation to           
          the taxpayer shareholder), affg. 47 T.C. 159 (1966); Thomas v.              
          Commissioner, T.C. Memo. 2002-108 (promissory note bearing a date           
          prior to the transaction to which it relates given no weight),              
          affd. 67 Fed. Appx. 582 (11th Cir. 2003).                                   
                    (4)  The Minutes                                                  
               The Paulan minutes, in essence, reflect meetings at which              
          petitioners, acting on behalf of Paulan, authorized loans to                
          themselves individually, and the Sidal minutes, in essence,                 
          reflect meetings at which petitioners, acting on behalf of Sidal,           
          authorized borrowings from themselves individually.  As mere                
          authorizations, those meetings are not evidence that the loans,             







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