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OPINION
At trial, respondent filed a motion for summary judgment in
these consolidated cases. Given the disposition of the issue on
the merits as discussed below, we do not find it necessary to
address respondent's motion for summary judgment, and it will be
denied.
Under section 6224 a settlement agreement between respondent
and a tax matters partner related to the determination of
partnership items for any partnership taxable year is binding on
the parties to the agreement with respect to the determination of
partnership items for such partnership taxable year unless there
is a showing of fraud, malfeasance, or misrepresentation of fact.
Sec. 6224(c). Petitioner and respondent both assert that the
agreement is clear and unambiguous, and neither party seeks to
have it set aside. However, the parties do not agree on the
proper interpretation and enforcement of the agreement.
Petitioner argues that the settlement memorandum was a
complete integration of the agreement between petitioners and
respondent and that respondent is precluded from relying on facts
not contained therein. Petitioner argues that because the
agreement limited the number of cattle subject to depreciation,
the agreement failed to provide for the cattle necessary for the
partnerships to make the payments of principal and interest to
Hoyt & Sons Ranches by the transfer of cattle. Petitioner
contends that the provision in the settlement agreement regarding
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Last modified: May 25, 2011