Countryside Limited Partnership, CLP Holdings, Inc., Tax Matters Partner - Page 35




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          validity of Countryside’s debt to CB&T (which, pursuant to                  
          participating partner’s concession that CLPP and MP may be                  
          disregarded, includes MP’s $3.4 million debt to CB&T), that debt            
          must be accepted as bona fide for purposes of sections 731(a)(1)            
          and 752.                                                                    
               Respondent’s reliance on Goldstein founders on the fact that           
          Countryside, rather than Mr. Winn and Mr. Curtis, occupies Mrs.             
          Goldstein’s position (paying more interest on the borrowings than           
          was received on the investment purchased with those borrowings).            
          The comparable issue in this case would be whether Countryside is           
          entitled to deduct the interest paid on the loans from CB&T.                
          Respondent has not raised an interest deductibility issue in this           
          case, and there is nothing, on that score, for us to resolve.               
               The Goldstein case, however, does support respondent’s                 
          argument that literal compliance with the conditions for the                
          application of a particular Code section (in the Goldstein case,            
          section 163(a); in this case, sections 731(a)(1) and 752) does              
          not mandate application of the section where the transaction                
          giving rise to that application fails to comport with Congress’s            
          purpose in enacting the section.  The question before the Court             
          of Appeals in Goldstein was, at heart, one of statutory                     
          construction, i.e., determining whether, despite the broad scope            
          of section 163(a), Congress intended to allow an interest                   
          deduction for interest paid on funds borrowed “for no purposive             
          reason * * * other than * * * securing * * * [a tax] deduction”.            
          Goldstein v. Commissioner, 364 F.2d at 742.  Courts commonly                






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