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him to Coastal of a 25-percent undivided interest in the Mall, is
contradicted by the express terms of the warranty deed. That
deed conveyed to Coastal the entire fee interest of Pecaris in
the Mall. Under Ohio law, a partnership is an entity for the
purpose of owning, conveying and acquiring property, Ohio Rev.
Code Ann. sec. 1775.07(C) (Baldwin 1993), and the terms of the
deed, assignment, and bill of sale indicate that Pecaris conveyed
directly to Coastal the entire fee interest in the Mall and the
associated leases and tangible personal property. This leaves no
room for petitioners' argument that petitioner received a
distribution of a 25-percent undivided interest in the Mall,
which he then contributed to Coastal in exchange for his
partnership interest in Coastal.
We therefore reject petitioners' correlative argument. We
see no reason why the Pecaris partnership should not be entitled
to use its entire adjusted basis in the Mall in computing its
gain on the sale. That gain is $3,311,873, as computed by
Pecaris and respondent. See supra note 9.
2. Amount Recognized to Pecaris
Section 1001(c) provides:
Except as otherwise provided in this subtitle, the
entire amount of the gain or loss, determined under
this section, on the sale or exchange of property shall
be recognized.
The question is whether any nonrecognition provisions of the
Internal Revenue Code apply to the Mall transaction to reduce the
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