Bernhard F. and Cynthia G. Manko - Page 23

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               We disagree.  The parties intended to and did in fact reach            
          agreement  on  all  essential  terms  for  multiple  years  when            
          petitioners accepted respondent's blanket settlement offer in               
          January 1988. The settlement terms were clear.  Cf. Nelson Bros.,           
          Inc. v. Commissioner, T.C. Memo. 1991-52.  The offer included an            
          understanding that netting would be allowed, whereby taxpayers who          
          accepted the offer would be allowed to make one payment of the net          
          amount owed instead of being required to pay earlier year                   
          deficiencies and wait for later year refunds.  Although the manner          
          in which the netting would be accomplished was not finally reduced          
          to writing until December 1989 (as we held in Manko I), that was            
          only a matter of implementing the settlement that had been reached          
          when the blanket settlement offer was accepted in January 1988.4            
               In sum, we hold that all of the evidence before us indicates           
          that: (1) The settlement covered all years in which petitioner had          
          Arbitrage Management investments, docketed and nondocketed,                 
          including the years in issue; and (2) all essential settlement              
          terms, including the agreement to apply overpayments against                


               4    The reports Mr. Kletnick sent to the Court after the              
          Feb. 25, 1988, pretrial conference confirmed his understanding              
          that settlements had been reached.  And Mr. Nolan's letters to              
          Mr. Kletnick reflected the same understanding.  For example, one            
          letter stated: "Thank you for meeting with us yesterday to                  
          discuss the procedural difficulties that are delaying                       
          implementation of the settlement agreement that we reached in               
          January and announced to Judge Jacobs in February."                         






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