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gain from the Mall sale. As a result, petitioner is in a bind of
his own making, bound by the general partnership profit
allocation provisions of the Pecaris partnership agreement.15
Petitioners maintain that the general partnership allocation
rules of section 704 do not apply to tax petitioner on a share of
gain determined by reference to his stated percentage interest in
the profits of Pecaris. Petitioners maintain that the
distribution to petitioner of an undivided interest in the Mall
contemporaneously with the cash distributions to Messrs. Boyas
and Spillas, and their lack of any objection, amounted to a de
facto amendment of the Pecaris partnership agreement. However,
we have rejected that characterization, holding that petitioner
did not receive a distribution from Pecaris of an interest in the
Mall.
Section 761(c) requires that all partners agree to an
amendment to the partnership agreement. At the time the
transaction closed, petitioner's Pecaris partners were not aware
of his interest as a Coastal partner in the other side of the
transaction. Although Messrs. Boyas and Spillas may have become
aware of petitioner's participation in Coastal prior to the
15In this connection, respondent's brief appropriately
quoted:
For of all the sad words of tongue or pen,
The saddest are these: "It might have been!"
[John Greenleaf Whittier, Maud Muller, St. 53]
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