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Respondent argues that a partnership can only act through
its agents and that a general partner is an agent who, under
Washington law, may bind a partnership. In this regard, and in
connection with Washington law, this Court has held that the
execution of a consent is not an extraordinary act, and thus not
beyond the authority normally extended to a general partner.
Cambridge Research v. Commissioner, supra at 297.
Petitioner argues that the partnership agreement modified
the normal provisions of the Washington statute, which embodies
the Uniform Partnership Act. Petitioner refers to paragraph 11
of the partnership agreement that provides: “All decisions and
management of the partnership shall be made by the majority of
the shares held by the partners.” Petitioner contends that the
quoted provision generally limits any partner from acting on
behalf of the partnership.
In a similar case involving a Louisiana partnership, we
held that a partner, who was neither the TMP nor explicitly
authorized by the other partners, had effectively extended the
period for assessment by joining in the execution of consents
with the Government agent. See Medical & Business Facilities,
Ltd. v. Commissioner, T.C. Memo. 1994-38, revd. 60 F.3d 207 (5th
Cir. 1995).4 This Court’s holding in that case was based on two
analyses. First, under Louisiana law and Federal tax cases, it
4 See also Investment Engrs., Ltd. v. Commissioner, T.C.
Memo. 1994-255.
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