State Police Association of Massachusetts - Page 19

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          petitioner and because "No tax was due or could be due on the               
          returns filed by the Petitioner for the applicable periods", the            
          Form 872 does not extend the period of limitations to assess tax.           
          Petitioner, however, concedes:                                              
               it intended to extend the period in which the                          
               Respondent was required to assess a tax for unrelated                  
               business income for the periods ended April 30, 1986,                  
               April 30, 1987, April 30, 1988, April 30, 1989 and the                 
               three-month period ended July 31, 1989 (the "applicable                
               periods") or issue a notice of deficiency to the                       
               Petitioner.                                                            
               As we construe the parties' use of the language "income tax            
          due on any return(s) made by or for the above taxpayer(s)", we              
          think it is broad enough to include a return deemed made pursuant           
          to section 6501(g)(2); i.e., a Form 990-T.4  We therefore hold              
          that the parties duly extended until April 30, 1993, the period             
          of limitations within which respondent could assess deficiencies            
          in petitioner’s unrelated business income tax for the periods in            
          issue.  The notice of deficiency was mailed to petitioner before            
          that date, and consequently the limitations period remains open.            


          4    Even if the language could not be construed to include a               
          deemed return, we would conclude that the Form 872 could be                 
          reformed.  Where a written agreement does not conform with the              
          actual agreement between the parties, the Court may reform the              
          writing to conform with the parties' intentions.  Woods v.                  
          Commissioner, 92 T.C. 776, 782 (1989).  In light of petitioner's            
          concession concerning its intent to extend the period of                    
          limitations, the Form 872 may properly be reformed to conform to            
          the agreement and intent of the parties.  The evidence is clear             
          and convincing that the parties intended to extend the period of            
          limitations with respect to returns made as well as those "deemed           
          made" by reason of sec. 6501(g)(2).                                         




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