Robert Hunter Gridley and Barbara A. Gridley, et al. - Page 13

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          principles of contract law are applied in construing such                   
          agreements.  Robbins Tire & Rubber Co. v. Commissioner, 52 T.C.             
          420, 435-436 (1969); Fisher v. Commissioner, supra; Estate of               
          Satin v. Commissioner, supra.  Generally, we look within the                
          "four corners" of the agreement to ascertain the intent of the              
          parties.  Rink v. Commissioner, 100 T.C. 319 (1993), affd. 47               
          F.3d 168 (6th Cir. 1995).  Where an agreement is ambiguous, the             
          Court may look to extrinsic evidence to determine the parties'              
          intentions.  Woods v. Commissioner, 92 T.C. 776 (1989).                     
               Consistent with basic principles of contract law, we begin             
          our analysis with the plain language of the two piggyback                   
          agreements.  The operative terms of the two piggyback agreements            
          are virtually identical.  Paragraph 2 of the 1985 piggyback                 
          agreement and paragraph 1 of the 1986 piggyback agreement state             
          that all issues involving Kersting-related interest deductions              
          will be redetermined on the same basis that the same tax shelter            
          adjustments are resolved with respect to the tried cases.                   
          Equally important, paragraph 5 of the 1985 piggyback agreement              
          and paragraph 4 of the 1986 piggyback agreement, which state that           
          petitioners waive the restrictions on assessment and collection             
          following entry of decisions in their cases, include the                    
          statement that any deficiencies in petitioners' cases will be               
          "formulated by reference to the Tax Court's opinion."  Based upon           
          the plain meaning of the language of the piggyback agreements, we           
          hold that the parties agreed to be bound by the Court's                     



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