Brown

The Commissioner of Internal Revenue asks us to reverse decisions of the Tax Court. We are of the opinion that the decisions must be affirmed.

Involved is a transaction of the type described by Moore and Dohan in an article entitled: “Sales, Churches and Monkeyshines,” 11 Tax.L.Rev. 87 (1956), and by Lanning in an article entitled: “Tax Erosion and the ‘Bootstrap sale’ of a Business,” 108 U. of Pa.L.Rev. 623 (1960). The transaction is described in great detail in the findings of the Tax Court, which are reported at 37 T.C. 461 . In his opening brief the Commissioner states: “No exception is taken to the detailed basic findings of the Tax Court.”

*314 In the same brief the Commissioner summarizes what he contends are the essentials of the transaction. We quote the summary, but with additions, in brackets, from the record:

We think we should add to this summary certain additional findings and conclusions of the Tax Court which are;

1. That there was a change of economic benefits in the transaction.

2. That the primary motivation of the Institute was the prospect of ending up with the assets free and clear after the purchase price had been fully paid, which would then permit the…