16
was reached, but they interpret differently the Palka letter, the
Form 870-L(AD), and the Balboni letter to parallel their
respective arguments as to when the agreement was reached.
The parties argue at length how we should interpret the
Balboni letter, and specifically the sentence that reads:
"The settlement agreement between you and the government will be
consummated only upon the execution of the Form 870-L(AD) by an
authorized representative of the government."
The Balboni letter must be read in light of the Form 870-
L(AD), which contains the following: "the undersigned offers to
enter into a settlement agreement"; "This offer is subject to
acceptance for the Commissioner"; "Unless and until it is
accepted, it will have no force or effect"; "If this offer is
accepted for the Commissioner"; and "Date accepted for
Commissioner". After considering the Balboni letter and the
language in the Form 870-L(AD), we agree with respondent's
interpretation. The Form 870-L(AD) provided that petitioners
submit an offer to respondent. See Gillilan v. Commissioner,
T.C. Memo. 1993-366; H Graphics/Access, Ltd. v. Commissioner,
T.C. Memo. 1992-345; Brookstone Corp. v. United States, 74 AFTR
2d 6025, 94-2 USTC par. 50,474 (S.D. Tex. 1994), affd. without
published opinion 58 F.3d 637 (5th Cir. 1995).
Petitioners' reliance on Treaty Pines Invs. Partnership v.
Commissioner, 967 F.2d 206 (5th Cir. 1992), is misplaced. The
court in Treaty Pines described the record as "sparse" but had
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