Shorthorn Genetic Engineering 1982-2, Ltd., Shorthorn Genetic Engineering 1982-4, Ltd., Shorthorn Genetic Engineering 1982-5, Ltd., Walter J. Hoyt III, Tax Matters Partner, et al. - Page 14

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          for such taxable year unless there is a showing of fraud,                   
          malfeasance, or misrepresentation of fact.  Sec. 6224(c).  A                
          mistake of fact or law is not grounds for rescinding an agreement           
          under section 6224.  Korff v. Commissioner, T.C. Memo. 1993-33.             
          The proper meaning of the terms of an agreement is determined               
          from language of the agreement and the circumstances surrounding            
          its execution.  Robbins Tire & Rubber Co. v. Commissioner, 52               
          T.C. 420, 435-436 (1969).                                                   
               First, petitioner asserts, on brief, that the Tax Matters              
          Partner believed that, pursuant to the Code provisions, partners            
          who settled on an individual basis should be excluded from                  
          allocations to be determined under the agreement because such               
          partners are no longer parties to this action.                              
               Respondent argues that even assuming that the Tax Matters              
          Partner believed the calculations under the agreement would be              
          made by applying its provisions only to the partners who are                
          parties to this action, such belief is a mistake of law, and thus           
          it does not preclude enforcement of the agreement.                          
               Assertions made in briefs do not constitute evidence.  Rule            
          143(b).  There is no evidence on the record to support                      
          petitioner's assertion as to the belief of the Tax Matters                  
          Partner at the time the agreement was made.  Further, we agree              
          with respondent that the Tax Matters Partner's asserted belief is           
          mistaken, and, whether the mistake is of law or fact, it does not           

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