Make certain to include references to primary authority, cite them, and explain their relationship to your case. You should not only incorporate the proper Code sections and Treasury Regs (if applicable) into your response (and discuss them); but, you should look for cases or rulings that have facts similar to yours that can support your conclusion. Make sure you illustrate the similarity of the facts of the cases/rulings that you find to your facts.

Stephens Valley Corporation is owned by Ben Stephens and his family. Stephens Valley owns two parcels of real property (SV #1 and SV#2). SV#1 includes a manufacturing facility while SV#2 is an undeveloped parcel of real estate. The properties are located just outside of Nashville, Tennessee in Davidson and Williamson counties (both parcels are within a 30 minute drive of downtown Nashville). Given the growth in Stephens Valleys business, it needs to acquire a larger facility. Rochford Construction Company has approached Stephens Valley about purchasing SV#1 (including the manufacturing facility). Stephens Valley is concerned about the potential gain it would incur if SV#1 is sold to Rochford. Stephens Valley informed Rochford that it prefers to exchange its existing facility for a new and larger facility in a qualifying like-kind exchange. Rochford believes that it could construct a new manufacturing facility on SV#2 to Stephens Valleys specification within a few months (no more than 5 months). Consequently, Rochford proposes that it would construct the new warehouse on SV#2 and then relinquish the facility to Stephens Valley within five months. At that time Stephens Valley would then transfer the SV#1 (including the manufacturing facility) to Rochford. Stephens Valley seeks your advice as to whether this transaction would qualify as a like-kind exchange.

Prepare a memo to the file on this issue.