-2- D encountered financial difficulties. In 1987, the special allocation of gains and losses to D was terminated. Thereafter, the gains and losses of IHCL were allocated to THEI and D pro rata in accordance with their partnership interests. Following this allocation, a substantial deficit balance existed in THEI's partnership capital account. On June 20, 1991, M purchased D's interest in IHCL and thereafter succeeded to D's then-positive partnership capital account of $14.8 million. At that time, THEI had a negative $5.9 million partnership capital account. Upon M's reentry into IHCL, IHCL's partnership agreement was amended to provide that IHCL's income would be allocated first to partners having negative capital account balances and then to the partners pro rata. No amendment was made to IHCL's partnership agreement with respect to the allocation of losses, distributions of cash-flow, or liquidating distributions. IHCL's 1991 information return reported an allocation of 99 percent of IHCL's income to D up to June 20, 1991, and thereafter an allocation of 100 percent to THEI. Respondent determined that 99 percent of IHCL's income after June 20, 1991, should be reallocated to M as D's successor in IHCL. Held: Respondent's reallocation of 99 percent of IHCL's income to M for the period in issue is sustained. See sec. 704(b), I.R.C. J. Clancy Wilson, for petitioner. Paul B. Burns and Gretchen A. Kindel, for respondent. MEMORANDUM FINDINGS OF FACT AND OPINION JACOBS, Judge: Respondent issued a notice of final partnership administrative adjustment (FPAA) on April 11, 1995. In relevant part,1 respondent proposed increasing by $814,296 the 1 In addition to the amounts at issue, respondent also determined that Interhotel Co., Ltd., the partnership whose (continued...)Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
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