Andantech L.L.C. v. Commissioner
Citation | 83 T.C.M. 1476 |
Decision Date | 09 April 2002 |
Docket Number | Docket No. 15532-98.,Docket No. 6348-00.,Docket No. 4277-00. |
Parties | Andantech L.L.C., Wells Fargo Equipment Finance, Inc. (f/k/a Norwest Equipment Finance, Inc.), Tax Matters Partner, and Wells Fargo & Company (f/k/a Norwest Corporation), A Partner Other Than the Tax Matters Partner, et al.<SMALL><SUP>1</SUP></SMALL> v. Commissioner. |
Court | United States Tax Court |
Respondent issued Andantech, L.L.C. (Andantech), a limited liability Wyoming company, notices of final partnership administrative adjustment (FPAAs) that reflected adjustments to Andantech's partnership returns for taxable years which ended on December 10, 1993 (the 12/10/93 FPAA), December 31, 1993 (the 12/31/93 FPAA), and December 31, 1994 (the 12/31/94 FPAA).
These consolidated cases involve an equipment sale-leaseback transaction that is described in flow chart form, in attached appendixes A through G. The transaction is designed to produce tax benefits to RD Leasing, Inc. (RD Leasing), a member of an affiliated group in which Norwest Corp. (Norwest) is the common parent, through RD Leasing's membership in Andantech.
The substantive issue to be resolved is whether the sale-leaseback transaction involved herein should be respected for Federal tax purposes.
All section references are to the Internal Revenue Code as in effect for the years in issue.
Some of the facts have been stipulated and are found accordingly. The stipulations of facts and the attached exhibits are incorporated herein by this reference.
At all relevant times, Norwest was a Delaware corporation, maintaining its principal place of business in Minneapolis, Minnesota. In 1998, Norwest merged with Wells Fargo & Co. Norwest was the surviving corporation, but it subsequently changed its name to Wells Fargo & Co.
Norwest is a bank holding company registered with the Federal Reserve Bank under the Bank Holding Company Act of 1956. Norwest's affiliates provide banking and other financial services. From 1993 through 1996, Norwest and its affiliated corporations filed consolidated Federal income tax returns. Norwest is a publicly held company whose stock is traded on the New York Stock Exchange and on the Midwest Stock Exchange.
J. Daniel Vandermark was Norwest's senior vice president of tax; he reported to John Thornton, Norwest's chief financial officer. All sale-leasebacks had to be approved by Mr. Vandermark.
Norwest Equipment Finance, Inc. (NEFI), now known as Wells Fargo Equipment Finance, Inc., is a Minnesota corporation engaged in the business of equipment leasing. At all relevant times, NEFI was a wholly owned subsidiary of Norwest Bank Minnesota, N.A. (NBM), which in turn was a wholly owned subsidiary of Norwest.
NEFI was actively involved in leasing transactions involving "middle market" equipment (i.e., equipment having a market value between $25,000 and $2 million). NEFI was also involved, albeit to a lesser extent, in leasing transactions involving higher end equipment.
Within the Norwest group, sale-leasebacks were usually taken in the name of NEFI's parent, NBM. James Renner was president of NEFI. Phyllis Grossman was vice president of sale-leaseback transactions for NEFI. She was primarily responsible for reviewing the structure of, and overseeing the completion of, all proposed...
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