                                                       United States Court of Appeals
                                                                Fifth Circuit
                                                             F I L E D
               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT                  June 19, 2007

                                                         Charles R. Fulbruge III
                                                                 Clerk
                            No. 06-50747



     WRS GROUP LTD; SJS PARTNERSHIP,


                                           Plaintiffs-Appellants,


          versus


     UNITED STATES OF AMERICA,


                                           Defendant-Appellee.




           Appeal from the United States District Court
                 for the Western District of Texas
                            6:05-CV-166



Before GARWOOD, SMITH and DEMOSS, Circuit Judges.

PER CURIAM:*

     We agree with the district court that under the form of the

transactions at issue the amounts paid were for the sale of the

stock and not compensation for personal services, and that under

C.I.R. v. Danielson, 378 F.2d 771 (3d Cir. 1967) – which we adopted

in Spector v. C.I.R., 641 F.2d 376, 384-86 (5th Cir. 1981) – the


     *
      Pursuant to 5TH CIR. R. 47.5 the Court has determined that this
opinion should not be published and is not precedent except under
the limited circumstances set forth in 5TH CIR. R. 47.5.4.
Commissioner can insist on the form of the transaction as selected

by appellant notwithstanding appellant’s contention that it does

not reflect the underlying economic realities and notwithstanding

that the sellers were departing employees and minority stockholders

of appellant’s predecessor.    See, e.g., Nestle Holdings, Inc. v.

C.I.R., 152 F.3d 83, 87 & n.4 (2d Cir. 1998).     We further agree

with the district court that appellant has not made a sufficient

showing of mistake, fraud or undue influence to support, as between

the parties to the transaction, a judicial recasting of it as in

substance sought by appellant.    See Spector at 386.   The judgment

of the district court is

                              AFFIRMED.




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