Estate of Concetta H. Rector, Deceased, John M. Rector, II, Co-Executor and Co-Trustee - Page 23




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          For this purpose, good faith requires that the transfer be made             
          for a legitimate and significant nontax business purpose.  See              
          Estate of Bongard v. Commissioner, supra at 118; Estate of Rosen            
          v. Commissioner, T.C. Memo. 2006-115.  A transaction between                
          family members is subject to heightened scrutiny to ensure that             
          the transaction is not a disguised gift.  See Estate of Bigelow             
          v. Commissioner, supra at 969; Harwood v. Commissioner, 82 T.C.             
          239, 258 (1984), affd. without published opinion 786 F.2d 1174              
          (9th Cir. 1986).                                                            
               With respect to good faith in transactions between family              
          members, this Court has considered whether “the terms of the                
          transaction differed from those of two unrelated parties                    
          negotiating at arm’s length.”  Estate of Bongard v. Commissioner,           
          supra at 123.  The parties’ actions during the formation of RLP             
          contrast starkly with those that would be anticipated from                  
          unrelated parties forming a limited partnership.  Decedent and              
          her sons did not negotiate the terms of the RLP agreement, and              
          they did not retain independent counsel.  Decedent (through her             
          revocable trust) made all contributions to RLP, and her                     
          contributions constituted the vast bulk of her wealth.  RLP was             
          formed with decedent and her revocable trust as the only                    
          partners.  RLP was not actually funded until nearly 3 months                
          after it was formed.  We also note that the RLP partnership                 






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