Countryside Limited Partnership, CLP Holdings, Inc., Tax Matters Partner - Page 27




                                       - 27 -                                         
               Respondent relies upon (1) caselaw employing the so-called             
          economic substance doctrine and (2) the subchapter K “anti-abuse”           
          regulations (sections 1.701-2 and 1.731-2(h), Income Tax Regs.),            
          in order to deny the application of the provisions of subchapter            
          K and the regulations thereunder that are relied upon by                    
          participating partner, despite literal compliance therewith.                
          Respondent’s argument that the post January 1, 2000, transactions           
          lacked “economic substance” is premised on the fact that, because           
          the interest rate on the CB&T loans to CLPP and MP was 230 basis            
          points higher than the rate of interest earned on the AIG notes             
          (the interest detriment), those transactions made “no economic              
          sense”.                                                                     
               Respondent also opposes the motion on the ground that there            
          are material issues of fact regarding the true nature of the                
          economic arrangement among the partners in Countryside and the              
          circumstances surrounding the sale of the Manchester property to            
          Stone Ends.  He also alleges that there are material issues of              
          fact regarding the marketability of the AIG notes, i.e., whether            
          there existed an “arrangement” with AIG whereby the notes were              
          “readily convertible” into cash, see sec. 731(c)(2)(B)(ii), and             
          whether CLPP and MP should be disregarded for Federal income tax            


               14(...continued)                                                       
          $3.4 million MP borrowed from CB&T because, as she explained,               
          that part of the transaction is “more abusive”.  She stated:                
          “Well, the 3.4 is worse than the 8.5 because the 3.4 is down in             
          Manchester, [it is] associated with a note that is pledged to the           
          bank * * *, the interest differential is * * * [against the                 
          partnership], and that’s basically all that is in that                      
          partnership.”                                                               





Page:  Previous  20  21  22  23  24  25  26  27  28  29  30  31  32  33  34  Next 

Last modified: March 27, 2008