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an asset or an interest in an asset”. Fla. Stat. sec.
726.102(12) (1988) (emphasis added). As a party to the covenant
not to compete, ACT clearly had an interest in the proceeds
therefrom, which the parties have stipulated were part of the
total purchase price paid for ACT’s assets. Petitioner has not
established that ACT had no interest in the entire $330,400
partial payment it received from JSL, or that its transfer to
petitioner of a one-fourth share of these proceeds did not
constitute a transfer from ACT within the meaning of the UFTA.
Whether the Full Amount of ACT’s Deficiency Has Been Paid
On brief, petitioner argues for the first time that he
should not be liable for ACT’s deficiency because it has already
been discharged by other transferees. Generally, we will not
consider positions raised for the first time on brief if to do so
would prejudice the opposing party. See Leahy v. Commissioner,
87 T.C. 56, 64-65 (1986). In the instant circumstances, however,
we believe it is appropriate to address petitioner’s argument.
As a general principle, the Commissioner can collect the
transferor’s tax liability only once; where it is shown that the
full amount of the deficiency has been paid, the liability of the
transferee is extinguished. See Holmes v. Commissioner, 47 T.C.
622, 627 (1967); Quirk v. Commissioner, 15 T.C. 709 (1950), affd.
per curiam 196 F.2d 1022 (5th Cir. 1952). Once the Commissioner
has met his burden of proof under section 6902(a) and established
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