- 48 -
practice of medicine-– something they had concluded was not likely
to be possible had they continued to maintain solo or small group
practices.
The linchpin of petitioners' claim of entitlement to a
charitable contribution deduction is their argument that none of
the foregoing consideration was received in exchange for the
intangible assets of their medical practices, which consisted
essentially of goodwill or going concern value. Petitioners
contend that they received no consideration for their goodwill
from SMF because any payment for goodwill by SMF was proscribed by
law. Clearly none of the consideration from SMF was denominated
as a direct payment for the intangible assets of petitioners'
medical practices. However, given the integrated nature of the
transaction, Sutter Health's desire to obtain petitioners' patient
roster and other goodwill, and the intensity of the negotiations,
we are persuaded that petitioners' intangible assets functioned as
leverage in the negotiations and that their transfer to SMF
resulted in an increase in the total consideration petitioners
received in the transaction. Thus, the claim that petitioners
received no consideration for their intangible assets is
contradicted by the substantive evidence.29
29 We are aware that the parties to the transaction went to
some lengths in the APAs to memorialize that each SWMG physician
as seller and SMF as buyer "believed" that the purchase price for
the medical practice assets was less than their fair market value
and that the seller was therefore donating to the buyer the
(continued...)
Page: Previous 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 Next
Last modified: March 27, 2008