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It is Petitioners [sic] contention that the
872-A executed by the parties is clear and
ambiguous [sic] on its face and therefore must
be strictly construed in accordance with its
own terms.
The thrust of petitioners' argument is that respondent
is legally precluded from adjusting petitioners' income to
correct their share of the losses reported from Thunderbird
because BDB was not specifically mentioned in the consent,
and petitioners did not directly own an interest in
Thunderbird. We answered petitioners' argument in Brody I
as follows:
Petitioners' only claim is that the omission
of any reference to BDB in the consent forecloses
any adjustment to their share of the losses of
Thunderbird after the general period of limita-
tions expired because they did not directly own
an interest in Thunderbird. Petitioners'
argument simply begs the question of what was
intended by the parties as objectively determined
from the language used in the consent. The fact
that petitioners did not directly own an interest
in Thunderbird means nothing different in the
context of interpreting the consent than it meant
in the context of petitioners' income tax return.
Petitioners deducted losses from Thunderbird on
their return, in accordance with their partner-
ship interest in BDB, and the consent is clearly
intended to cover partnership items from
Thunderbird. It is also clear that is precisely
what was intended by the Commissioner.
Furthermore, had the consent specifically
named BDB, as petitioners claim is necessary, it
would have been a different agreement with
broader legal effect than the subject consent.
In that case, any partnership item flowing from
BDB into petitioners' return, not just partner-
ship items from Thunderbird, would have been
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