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 15

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          preclude enforcement of the agreement.                                      
               In the alternative, petitioner argues that by its terms the            
          agreement does not apply to partners who have settled with the              
          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                       
          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                   

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