“[A] seller that transfers less than all substantial rights to a trade secret generally is not eligible for capital gain treatment.” Milgrim on Trade Secrets § 11.04. Moreover, the settlement agreement gives no indication that Pizza Hut believed it was compensating C & F for the sale or even the use of its trade secrets. See Lehman, 835 F.2d at 435. It states only that $15.3 million was tendered “in consideration of the dismissal with prejudice of the lawsuit,” not in exchange for anything else Pizza Hut previously or concurrently received. Transactions involving the transfer of capital assets must be “in the nature of a sale” to qualify for capital gains treatment. Milgrim on Trade Secrets § 11.04; cf. Helvering v. Hammel, 311 U.S. 504, 510-11, 61 S.Ct. 368, 85 L.Ed. 303 (1941) (<HOLDING>). Here, the tax court expressly concluded that
holding that forced sales of capital assets constitute sales for tax purposes and emphasizing salelike characteristics rather than voluntariness of transaction holding property lien for nonpayment of sales tax was beyond boroughs authority to collect sales tax holding opinion testimony of sales should have been excluded because opinion not based on comparable sales holding that the fact that defendants sales in forum were less than 5 percent of its total sales volume was irrelevant so long as its sales were part of a regular course of dealing and were not isolated or exceptional events holding that exercising general jurisdiction over defendant was improper where its actual sales in florida were a small percentage of the total sales and therefore these sales were de minimis 