Cascade Partnership, James M. and Margaret C. Costello, Tax Matters Partner - Page 2

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          effectively extended the assessment period.  Petitioner contends            
          that the general partner, who executed the consent, was not                 
          authorized to do so and that the consent is of no effect.                   
          Respondent contends that the general partner was authorized to              
          execute the consent, thereby extending the period for assessment.           
          Alternatively, respondent argues that, even if the executing                
          general partner was unauthorized, petitioner is equitably                   
          estopped from now asserting that the general partner lacked                 
          authority.                                                                  

          Background                                                                  
               Cascade Partnership (Cascade) was formed under the Uniform             
          Partnership Act of the State of Washington, Wash. Rev. Code sec.            
          25.04 (West 1969), on November 9, 1982, by 20 individuals.  Each            
          of Cascade’s 20 partners was also a partner in Price Waterhouse,            
          a certified public accounting partnership that also specializes             
          in tax matters.  John R. Walsh, Jr. (Walsh), who also was a Price           
          Waterhouse partner but not a partner of Cascade, was the promoter           
          of Cascade.  Walsh promoted partnership interests to James M.               
          Costello (Costello) and 19 other partners of Price Waterhouse.              
          Walsh was appointed by the 20 partners to manage Cascade by means           
          of the following partnership language:                                      
               The partners appoint John R. Walsh, Jr., as the manager                
               who shall have all the rights to manage the partnership                
               assets including designating an agent to serve under                   
               his direction.  He shall not be liable for any loss or                 
               diminution of the partnership’s assets unless due to                   
               his gross negligence, misconduct or lack of good faith.                




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