- 9 -
1985). In determining the validity of such a waiver,
however, contract principles are important, because
section 6229(b) requires a written agreement, and we
look to the objective manifestations of mutual assent
to determine the terms of such an agreement. See
Schulman v. Commissioner, 93 T.C. 623, 639 (1989);
Piarulle v. Commissioner, supra at 1042.
Id. at 240-241. Those statements are applicable here.
III. AVA
A. FINDINGS OF FACT
1. Formation of AVA; Certificate of Limited
Partnership
AVA (sometimes, the partnership) is a limited partnership
formed pursuant to the California Revised Limited Partnership Act
(sometimes, CRLPA), Cal. Corp. Code secs. 15611 through 15723
(West 1991). At the time the petition was filed, the
partnership’s principal place of business was in Coachella,
California.4
On July 1, 1984, a certificate of limited partnership for
the partnership (the AVA certificate) was filed with the
secretary of state of the State of California (California
Secretary of State). The AVA certificate states that it is
presented for filing pursuant to Cal. Corp. Code sec. 15621 (West
1991). It shows Frederick H. Behrens, George L. Schreiber, and
Robert A. Wright as general partners of the partnership (the
initial general partners).
4 That is also true with respect to the petitions filed by
AVF, DV-85, HFA-II, and TFV, and we so find.
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