Estate of William F. Luton, Deceased, Nancy L. Jackson, Robert S. Herdman, and William F. Luton, Jr., Co-Executors - Page 6

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          binding in the absence of fraud, misrepresentation, or mutual               
          mistake of fact.  Spector v. Commissioner, 42 T.C. 110, 113                 
          (1964); Saigh v. Commissioner, 26 T.C. 171, 177, 180 (1956).  In            
          describing a settlement agreement we have stated that:                      
               A settlement [agreement] is usually a compromise, and the              
               mere fact that [one of the parties] now feels more confident           
               about some point or points that he did not insist upon in              
               first determining and later stipulating these particular               
               deficiencies is not sufficient grounds for avoiding the                
               settlement agreement. * * * [A] settlement stipulation is in           
               all essential characteristics a mutual contract by which               
               each party grants to the other a concession of some rights             
               as a consideration for those secured and the settlement                
               stipulation is entitled to all the sanctity of any other               
               contract. * * * [Saigh v. Commissioner, supra at 177;                  
               citations omitted.]                                                    
               When an agreement is ambiguous, however, we may look to                
          extrinsic evidence to determine the parties’ intentions.  Woods             
          v. Commissioner, 92 T.C. 776 (1989).  In Constitution Pub. Co. v.           
          Commissioner, 22 B.T.A. 426, 428 (1931), the Board defined                  
          ambiguity and set forth the applicable law concerning ambiguous             
          contracts as follows:                                                       
               if the expression used and the language of the instrument is           
               merely ambiguous, the rules of construction with respect to            
               doubtful or ambiguous contracts or documents are applicable            
               here.  Upon this ground we have the right and it is our duty           
               to determine what * * * the parties intended by the                    
               expression used.  An instrument is clearly ambiguous and is            
               open to construction when its words, taken literally, lead             
               to absurdity or have no meaning or when two meanings could             
               be given. * * * It is a primary rule of construction of                
               documents that the Court must if possible ascertain and give           
               effect to the mutual intention of the parties and in doing             
               this greater regard is to be had to the clear intent of the            
               parties than to any particular words which they may have               
               used in the expression of their intent. * * * [Citations               
               omitted.]                                                              





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