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 13

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          in a manner consistent with the decision in Bales v.                        
          Commissioner, supra, as provided in the agreement and                       
          stipulations.  We believe that a reasonable person with knowledge           
          of the facts and circumstances surrounding the agreement would              
          interpret the agreement and stipulations in this manner.  We hold           
          that the agreement provides for the inclusion of Schedule F                 
          income in the amounts shown in respondent's proposed decision               
          documents.                                                                  
               Petitioner argues that this interpretation is inconsistent             
          with the other terms of the agreement.  An agreement should be              
          interpreted as a whole and any writings that are part of the same           
          transaction should be interpreted together.  2 Restatement,                 
          Contracts 2d, sec. 202 (1981).  "An interpretation that gives a             
          reasonable meaning to all parts of the contract will be preferred           
          to one that leaves portions of the contract meaningless."  Rink             
          v. Commissioner, 47 F.3d 168, 171 (6th Cir. 1995), affg. 100 T.C.           
          319 (1993); 2 Restatement, Contracts 2d, sec. 202 (1981); 4                 
          Williston on Contracts, sec. 618 (3d ed. 1961).                             
               Petitioner argues that the agreement limits the total number           
          and class of cattle held by the partnerships.  The provision                
          establishing the number of cattle held by the partnerships                  
          clearly applies, by its terms, only to depreciable cattle.                  
          Petitioner argues that we should infer from this language that no           
          other cattle exist.  We find this reading to be inconsistent with           





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