Hugh and Linda Janow - Page 7

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            upon a showing of fraud, malfeasance, or misrepresentation of a                               
            material fact.  Sec. 7121(b); Zaentz v. Commissioner, 90 T.C.                                 
            753, 760 (1988).                                                                              
                  Neither respondent nor petitioners ask us to set aside the                              
            Closing Agreement.  Moreover, they do not contend that there                                  
            exists any fraud, malfeasance, or misrepresentation of a material                             
            fact.  Both parties assert that the Closing Agreement is                                      
            unambiguous.  They disagree, however, with respect to the proper                              
            interpretation of the Closing Agreement.                                                      
                  Ordinary principles of contract law govern the                                          
            interpretation of Closing Agreements.  Rink v. Commissioner, 100                              
            T.C. 319, 325 (1993), affd. 47 F.3d 168 (6th Cir. 1995).                                      
            Contract law principles generally direct that we look within the                              
            "four corners" of the Closing Agreement, unless it is ambiguous                               
            as to essential terms.  Id.  at 325.                                                          
                  The parties chose Form 906 as their Closing Agreement.  Form                            
            906 is used where there is an agreement with respect to the                                   
            closing of specific matters affecting tax liability.  Estate of                               
            Magarian v. Commissioner, 97 T.C. 1, 5 (1991).  A Form 906                                    
            Closing Agreement is a final and conclusive agreement that is                                 
            binding as to the matters agreed upon for the stated taxable                                  
            year.  Qureshi v. Commissioner, T.C. Memo. 1996-169.                                          
                  We are again faced with construing a closing agreement                                  
            entered into by petitioners and respondent.  We start with                                    
            petitioners' 1980 Federal income tax return on which petitioners                              

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