Dakotah Hills Offices Limited Partnership, An Arizona Limited Partnership, William M. and Dianne B. Stephens, Tax Matters Partner, et al. - Page 18

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          abandoning his interest and walked away from the venture.  The              
          partnership continued in business.  We held that a partner's                
          abandonment of his partnership interest resulted in a                       
               decrease in his share of the partnership liabilities                   
               within the meaning of section 752(b), not because he                   
               ever had personal liability under State law, but                       
               because he is no longer considered under the applicable                
               Code provisions as sharing in the nonrecourse                          
               liabilities of the partnership.                                        

          O'Brien v. Commissioner, Id. at 118.  Thus, the taxpayer was held           
          to have been relieved of his share of partnership liabilities               
          upon the abandonment of his interest, causing a constructive cash           
          distribution under section 752(b).  Moreover, this constructive             
          distribution was held to be in liquidation of the partner's                 
          interest; it occurred upon termination of his partnership                   
          interest by abandonment.  See also White v. Commissioner, 991               
          F.2d 657, 661 (10th Cir. 1993), affg. T.C. Memo. 1991-552                   
          ("reduction in partner's liabilities by reason of a partnership's           
          assumption of those liabilities is a cash distribution" citing              
          sec. 752(b)).                                                               
               As noted, in the Settlement Agreement, petitioners'                    
          respective shares of the partnerships' recourse liabilities were            
          decreased.  Accordingly, under section 752(b), petitioners are              
          considered to have received constructive distributions through              
          the abandonment of their partnership interests and the                      
          forgiveness of the outstanding investor notes by Admiral and the            
          partnerships.  White v. Commissioner, supra.                                





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