Dynadeck Rotary Systems, Ltd. - Page 2




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          Commissioner, T.C. Memo. 2000-382.  See Rule 161, Tax Court Rules           
          of Practice and Procedure.  In Dynadeck Rotary Sys. v.                      
          Commissioner, supra, the facts and holding of which are                     
          incorporated herein by this reference, we sustained respondent’s            
          determination that the Partnership had no debt during 1991 and              
          1992 that would allow its partners to increase their bases in the           
          Partnership under section 752(a).  In so doing, we rejected                 
          petitioner’s argument that $400,000 owed to the Laurel Assets               
          Group (LAG), an unrelated investment group, was a Partnership               
          debt that increased each partner’s basis in the Partnership for             
          those years.  Petitioner acknowledged that LAG transferred the              
          $400,000 directly to Dynadeck Rotary Systems Incorporated                   
          (Corporation), a partner in the Partnership, and that the                   
          underlying promissory note listed the Corporation as the obligor.           
          Petitioner asserted that the Corporation received the $400,000 as           
          the Partnership’s agent.  We stated:                                        
               The facts of this case do not establish that the                       
               Partnership was ever liable to repay any of that [the                  
               $400,000] amount.  The sole evidence that we find in                   
               the record as to a debtor/creditor relationship is the                 
               promissory note which provides clearly that the                        
               Corporation owed the money to LAG.  The note says                      
               nothing, nor is there evidence, to support petitioner’s                
               claim that the Corporation executed that note as the                   
               Partnership’s agent or that the Partnership was liable                 
               for the note’s repayment.  Nor is there any evidence of                
               a written agreement identifying the Corporation as the                 
               Partnership’s agent, or evidence that the Corporation                  
               was held out as the partnership’s agent in dealings                    
               with LAG or another third party.  See Commissioner v.                  
               Bollinger, 485 U.S. 343, 349-350 (1988).                               





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