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partnership in exchange for interests in the partnership and that
the Code provides that no gain is to be recognized to the
transferors. Respondent denies that the transfer was a
contribution to the partnership by the transferors. Respondent
believes that the transferors sold the property and, therefore,
gain must be recognized to the transferors on account of such
sale. Respondent characterizes the transfer as a sale based on
two sometimes independent hypotheses: (1) There was no
partnership, and (2) the transferors received no partnership
interests in exchange for the property.3
Petitioner filed its consolidated corporate Federal Income
Tax return (Form 1120) for its 1990 taxable year (the GAF
return), on or about September 16, 1991.
B. Jurisdiction
1. Petitioner Raises a Question of Subject Matter
Jurisdiction
The Tax Court is a court of limited jurisdiction, and the
Court exercises jurisdiction only to the extent provided by
statute. See sec. 7442; Pyo v. Commissioner, 83 T.C. 626, 632
3For example, respondent claims, in the alternative: (1)
There was no partnership; (2) if there was a partnership, the
transfer was not to it but to a related party; and (3) if there
was a partnership and the transfer was to it, the transfer was
not in exchange for interests in the partnership but, rather, was
a sale to the partnership.
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