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appointment of parties to be tax matters partners
without first obtaining their consent [indicates] a
clear lack of good faith in the consent negotiations.
In her letter, Davis concluded that because so many of the newly
selected TMP's would not agree to their purported appointments,
the United States would not object to the appointment of a second
round of replacement TMP's, provided:
the tax matters partners to be appointed have consented
to such an appointment and are qualified to act in that
capacity, and further provided that the appointee not
be Samuel Winer.
F. DL & Associates
DL & Associates of Southfield, Michigan, had been selected
by Winer and Fieldstone as the new TMP of Davenport. DL &
Associates acquired a 1.79-percent limited partner interest in
Davenport in 1982 for a capital contribution of $16,250. DL &
Associates was named for David Lichtenstein (Lichtenstein), who
was one of the partners. Lichtenstein is an attorney who
practices business and transactional law. Lichtenstein testified
that he became aware of the Davenport offering through Fred
Gordon (Gordon), an attorney in Michigan. In the Davenport
offering, Gordon was identified as the special counsel to the
general partner, who was Winer. Gordon was later retained by
Winer on behalf of Davenport for the TEFRA litigation in the
subject case. Lichtenstein was familiar with the litigation
involving the Plastics Recycling partnerships because he had been
a witness in the lead case, Provizer v. Commissioner, T.C. Memo.
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