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Hibiscus and vice president (finance and treasurer) for
petitioner,7 and the prominent role that he played in executing
both consents and appointing attorneys in fact to act for the
Hibiscus consolidated group during the period in question,
provide ample support for the conclusion that petitioner ratified
the consents executed by Hibiscus.8 See Mishawaka Properties Co.
v. Commissioner, 100 T.C. 353, 365-367 (1993) (validity of a
petition for readjustment filed by a partner other than the tax
matters partner sustained based upon principle of implied
ratification); Kraasch v. Commissioner, 70 T.C. 623, 628 (1978)
(taxpayers ratified accountant's act of filing petition on their
behalf).
7 As a corporate officer, Gary Powers had apparent
authority to act as agent for both Hibiscus and petitioner. See,
e.g., Bugaboo Timber Co. v. Commissioner, 101 T.C. 474, 486
(1993).
8 Significantly, during April 1993, the same time that
respondent had issued separate 30-day letters to Hibiscus and
petitioner, and later in July and September 1993, Gary Powers
executed a series of Forms 2848 appointing Messrs. Veeder and
Cassil as attorneys in fact for "Hibiscus Co. and Subsidiary" for
the taxable years 1988, 1989, and 1990, and separate powers of
attorney appointing Messrs. Veeder and Cassil as attorneys in
fact for Hibiscus and petitioner for the taxable year 1991. Gary
Powers was aware that David Veeder executed further consents to
extend the period of limitations on behalf of "Hibiscus Co. and
Subsidiary." Considering all of the facts and circumstances,
Gary Powers' silence respecting his authority, as well as that of
David Veeder, to act as agent for petitioner and to execute
consents on behalf of petitioner serves as petitioner's
ratification of Gary Powers' execution of the powers of attorney
as well as the consents executed on its behalf.
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