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petitioner’s investment in FoodSource), not specific years. Also,
the body of the closing agreement, specifically paragraphs (4),
(5), (7), and (8), supports respondent’s transaction position.
However, the second introductory clause clearly supports
petitioner’s position; it refers to specific taxable years, namely
1979, 1980, 1982, and 1983.
Respondent’s agents drafted the closing agreement. It is a
well-established principle of contract law that where an agreement
contains an ambiguity, the ambiguity is resolved against the
drafter of the agreement. See Moore v. Chesapeake & O. Ry. Co.,
649 F.2d 1004, 1012 (4th Cir. 1981); see also O’Neil v. Retirement
Plan For Salaried Employees of RKO General, Inc., 37 F.3d 55, 61
(2d Cir. 1994); Milk ‘N’ More, Inc. v. Beavert, 963 F.2d 1342, 1344
(10th Cir. 1992); United States v. Coleman, 895 F.2d 501, 505 (8th
Cir. 1990); Thanet Corp. v. United States, 219 Ct. Cl. 75, 591 F.2d
629, 633 (Ct. Cl. 1979). This rules applies to the Internal
Revenue Service as drafter of a stipulated agreement. Clapp v.
Commissioner, 875 F.2d 1396, 1399 (9th Cir. 1989).
Each tax year is a separate matter. See Harrah’s Club v.
United States, 228 Ct. Cl. 650, 661 F.2d 203, 205 (1981). If the
parties had intended 1984 to be included in their closing
agreement, they could have done so. But they did not. Accordingly,
we hold that the closing agreement per se does not preclude
petitioners from entitlement to the claimed depreciation deduction,
investment tax credit, and loss for 1984.
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