Agri-Cal Venture Associates, Frederick H. Behrens, Tax Matters Partner, et al. - Page 45




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          Mr. Schreiber’s signature on the DV-85 Form 872-P for 1985 was              
          not duly authorized by the general partners of DV-85.                       
               DV-85 also makes the same arguments that we considered supra           
          in section III.B.2.e., under the heading “AVA’s Other Arguments”.           
          We reject those arguments with respect to DV-85 for the same                
          reasons we rejected them with respect to AVA.                               
                    4.  Conclusion                                                    
               The DV-85 Form 872-P for 1985 was effective to extend the              
          3-year period for all of the partners of the partnership for                
          1985.  The DV-85 FPAA was timely issued.                                    
          VI.  HFA-II                                                                 
               A.  FINDINGS OF FACT                                                   
               HFA-II (sometimes, the partnership), a calendar-year                   
          taxpayer, is a Texas limited partnership formed in 1985 pursuant            
          to the Texas Uniform Limited Partnership Act (sometimes, TULPA),            
          Tex. Rev. Civ. Stat. Ann. art. 6132a (West 1970).6                          
               On May 22, 1985, James D. Dannenbaum and Mr. Wright, as                
          general partners, and certain others entered into an agreement of           
          limited partnership with respect to the partnership (the HFA-II             
          limited partnership agreement or the agreement).  The agreement             


               6  There is a conflict between Stipulation of Facts E-1,               
          which recites that HFA-II was organized under the laws of                   
          California, and the HFA-II agreement of limited partnership,                
          which recites that the partnership was formed under the laws of             
          Texas.  We may disregard a stipulation where it is clearly                  
          contrary to the evidence in the record, and we do so here.  See             
          Jasionowski v. Commissioner, 66 T.C. 312, 318 (1976).                       




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