Nestle Holdings, Inc. - Page 12




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            but dispositive:  it shows that the parties meant to treat 1985                            
            differently from 1983 and 1984.”14                                                         
                                             Discussion                                                
            I.    Settlement Agreement Issue                                                           
                  A.  Contract Law                                                                     
                  This Court applies general principles of contract law to                             
            compromises and settlements of Federal tax cases.  We stated in                            
            Robbins Tire & Rubber Co. v. Commissioner, 52 T.C. 420, 435-436                            
            (1969), that “a compromise is a contract and thus is a proper                              
            subject of judicial interpretation as to its meaning, in light of                          
            the language used and the circumstances surrounding its                                    
            execution.”  See also Brink v. Commissioner, 39 T.C. 602, 606                              
            (1962), affd. 328 F.2d 622 (6th Cir. 1964); Saigh v.                                       
            Commissioner, 26 T.C. 171, 177 (1956); Davis v. Commissioner, 46                           
            B.T.A. 663, 671 (1942); Himmelwright v. Commissioner, T.C. Memo.                           
            1988-114.  Absent wrongful misleading conduct or mutual mistake,                           
            we will enforce a stipulation of settled issues in accordance                              
            with our interpretation of its written terms.  See Stamm Intl.                             

                  14  In addition, petitioner also argues that respondent’s                            
            own Internal Revenue Manual instructs its employees not to take                            
            into account tentative refunds (resulting from NOL carrybacks not                          
            in issue) in the computation of a deficiency.  See Internal                                
            Revenue Manual, Part XXXV-Chief Counsel Directives Manual Exhibit                          
            (35)(10)00-28 (July 11, 1991).  In response, respondent only                               
            argues that “regardless of the interpretation” of the Internal                             
            Revenue Manual, statements “issued to guide the [Internal                                  
            Revenue] Service’s employees in performing their duties have a                             
            directory nature and do not bind Respondent.”                                              




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