Poison Creek Ranches #1, Ltd., Poison Creek Ranches #2, Ltd., Poison Creek Ranches #3, Ltd., Poison Creek Ranches #4, Ltd., Walter J. Hoyt, III, Tax Matters Partner, et al. - Page 12

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          agreement and the circumstances surrounding its execution.                  
          Robbins Tire Co. v. Commissioner, 52 T.C. 420, 435-436 (1969).              
          Generally, extrinsic evidence will not be admitted to expand,               
          vary, or explain the terms of a written agreement unless the                
          agreement is ambiguous.  Rink v. Commissioner, 100 T.C. 319, 325            
          (1993), affd. 47 F.3d 168 (6th Cir. 1995); Woods v. Commissioner,           
          92 T.C. 776, 780-781 (1989).  Petitioner bears the burden of                
          proving that his interpretation of any ambiguous contract                   
          language is correct.  Rule 142(a); Rink v. Commissioner, supra at           
          326.                                                                        
               The settlement agreement provides that the partnerships must           
          recognize ordinary income in the amount of any interest and                 
          principal payments made by the transfer of calves.  In addition,            
          the partnerships must recognize income on the transfer of any               
          culled cattle in payment on the notes and such income will be               
          ordinary in character to the extent it represents depreciation              
          recapture.  The stipulations provide that the partnerships                  
          transferred cattle with a zero basis in payment on the notes in             
          amounts stipulated.  We interpret this to mean that the                     
          partnerships transferred calves, culled cattle, or some                     
          combination thereof, to Ranches in payment of interest and                  
          principal due on the notes.  Thus we find that the agreement                
          applies to this transaction.  Because the partnerships' bases in            
          these cattle were zero, petitioner must recognize ordinary income           





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