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 16

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          general contract principles, does not convince us that his                  
          interpretation is correct.  When the Court asked petitioner                 
          whether he assumed or intended that the provision meant that                
          payment would be made by the transfer of registered shorthorn               
          heifers, he responded "I wouldn't characterize it that way".  He            
          testified that he did not designate, in the provision of the                
          agreement, the class of cattle with which he intended to make               
          payment in the provision because he was focusing on trying to               
          draft a document for the basis of settlement.  We find that,                
          although the agreement does not provide a specific method of                
          payment on the notes, the parties have stipulated that the                  
          payments were made by the transfer of cattle.                               
               Ordinarily, a stipulation of fact is binding on the parties,           
          and the Court is constrained to enforce it.  Rule 91.  The Court            
          will not permit a party to a stipulation to qualify, change, or             
          contradict the stipulation except where justice requires.  Rule             
          91(e).  The interpretation of a stipulation is determined                   
          primarily by ascertaining the intent of the parties by applying             
          rules of contract law.  Stamos v. Commissioner, 87 T.C. 1451,               
          1455 (1986).                                                                
               As we understand petitioner's argument, petitioner claims              
          that the "cattle" transferred in payment on the notes as                    
          stipulated were not culled cows or calves but were registered               
          shorthorn heifers, and, therefore, not covered by the agreement.            





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