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respondent on an individual basis. Petitioner relies on the
following language: "The primary purpose of this memorandum is
to memorialize the bases we reached for settling all cases
involving Hoyt partnerships for the years 1980 through 1986."
Petitioner argues that the agreement therefore has no relevance
for partners who are not parties to this action.
Again, we note, that there is no evidence in the record
concerning the extent to which respondent's calculations include
partners who have accepted the out-of-pocket settlement. In any
event, we find that the language of the agreement providing for
the calculation of the allocations of partnership liabilities and
other items to the partners is clear. Each section refers to
"the partners" or "all partners". Therefore, we find that
inclusion of all partners in the calculations is appropriate.
In the alternative, petitioner argues that the terms of the
partnership agreements control these allocations and that
respondent's calculations are inconsistent with the requirements
of the partnership agreements. Petitioner contends that the
provisions of the partnership agreements require that partnership
items be reallocated in accordance with the partner's real
interests in the partnership. Petitioner argues that the
allocations of partnership items are to be made pursuant to the
partnership agreements under section 704(a). Petitioner asserts
that certain partners defaulted on the notes to Ranches.
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