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that he intended to take less cash by reason of the credits, they
might well have agreed to recast the deal and provide for a
special partnership allocation, which would have reflected
petitioner's receipt of a nontaxable distribution as his only
interest in the Mall, so that petitioner would not have been
allocated any gain from the sale of the Mall. Or, if they had
been made aware of the possibly higher value of the Mall, they
might have required petitioner to find an additional investor in
Coastal willing to pay additional cash consideration to obtain an
interest in the Mall, so as to increase the overall purchase
price and the cash distributions that they would have ultimately
received.
Petitioner, who had his own tax advisers, neither
apprised his partners of the possible excess value of the Mall
nor asked them to amend the partnership agreement (which could
have been effective for allocation purposes at any time before
filing the Pecaris partnership return, sec. 761(c)), to provide a
special allocation that would have relieved petitioner from
recognizing his distributive share of Pecaris gain from the sale
of the Mall. Petitioner's partners allowed him to handle the
Mall sale, and petitioner organized the buying group without
telling them until after the deal was done that he had a 90-
percent interest in that group. The Pecaris partnership
agreement was not amended to provide a special allocation of the
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