G. Dastgir and Mary A. Qureshi - Page 9

          is applicable to all matters concerning petitioner’s investment and         
          participation in the FoodSource program.                                    
               Section 7121(a) authorizes the Secretary of the Treasury or            
          his delegate to enter into written closing agreements with respect          
          to the tax liability of any person for any taxable period.  Such            
          closing agreements are binding on the parties as to the matters             
          agreed upon and may not be annulled, modified, set aside, or                
          disregarded in any suit or proceeding unless there is a showing of          
          fraud, malfeasance, or misrepresentation of a material fact.8  Sec.         
          7121(b); Rink v. Commissioner, 100 T.C. 319, 324 (1993), affd. 47           
          F.3d 168 (6th Cir. 1995); Zaentz v. Commissioner, 90 T.C. 753, 760          
          (1988).  A Form 906 is a final and conclusive agreement that is             
          binding only as to matters agreed upon for the taxable period               
          stated in the agreement.  Estate of Magarian v. Commissioner, 97            
          T.C. 1 (1991); Zaentz v. Commissioner, supra at 761-762; sec.               
          301.7121-1(d)(1), Proced. & Admin. Regs. Closing agreements are             
          interpreted using ordinary contract law principles, which generally         
          require that we look within the “four corners” of the agreement.            
          Rink v. Commissioner, supra at 325.                                         
               The 1989 closing agreement is not a model of clarity.  The             
          first introductory clause therein supports respondent’s position            
          that the closing agreement relates to a transaction (namely,                

               8    Neither party contends that fraud, malfeasance, or                
          misrepresentation of a material fact exist in this case.                    

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