In Smith v. United States, on the government’s motion for partial summary judgment, the District Court for the Western District of Pennsylvania correctly held that section 2703(a) of the Code applied to a family limited partnership (FLP) agreement. Section 2703(a) allows the Service to disregard restrictive provisions found within buy-sell agreements when calculating the estate, gift, or generation-skipping taxes associated with a gift of equity ownership in a company. The court also analyzed the safe harbor exception created by section 2703(b) but was unable, based upon the record, to determine whether the agreement should qualify for this exception. However, before finding the record insufficient, the court defined the evidentiary standards in such a way that it is implausible that even legitimate FLPs could understand or overcome the burden of section 2703(b). These standards, as applied by the court, contravene the express intent of Congress when passing section 2703.Part I of this Note presents a brief description of buy-sell agreements and a summary of the requirements and legislative history of section 2703. Parts II and III summarize the facts and holding, respectively, of Smith. Part IV discusses the implications of the court’s decision, examining the court’s application of the three tests created in section 2703(b). Part V provides an alternative interpretation of the evidence sufficient to satisfy the third test found in section 2703(b).