Interhotel Company, Ltd. - Page 2




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               restore any deficits in their capital accounts upon                    
               liquidation of the partnership.                                        
                    In 1985, D agreed to invest $19.8 million in IHCL in              
               exchange for a 15-percent interest in IHCL.  D received                
               a non-pro rata (special) allocation of 99 percent of                   
               IHCL’s income and losses.  Upon D’s entry as a partner in              
               IHCL, M withdrew as a partner, and THEI’s interest in                  
               IHCL was reduced.                                                      
                    D encountered financial difficulties and defaulted                
               on its contribution payment obligation.  In 1987, the                  
               special allocation of IHCL’s gains and losses to D was                 
               terminated.  Thereafter, the gains and losses of IHCL                  
               were allocated to THEI and D pro rata in accordance with               
               their respective partnership interests.  Under this new                
               allocation, 85 percent of the losses went to THEI,                     
               creating a substantial deficit balance in THEI’s                       
               partnership capital account.                                           
                    On June 20, 1991, M purchased D’s interest in IHCL                
               and thereafter succeeded to D’s then-positive $14.8                    
               million partnership capital account.  At the time, THEI                
               had a negative $5.9 million partnership capital account                
               balance.                                                               
                    Upon M’s reentry into IHCL, the IHCL partnership                  
               agreement was amended to provide that IHCL’s income would              
               be allocated first to partners having negative capital                 
               account balances and thereafter to the partners pro rata.              
                    IHCL’s 1991 information return reported an                        
               allocation of 99 percent of IHCL’s income to D through                 
               June 20, 1991, and thereafter an allocation of 100                     
               percent of the income to THEI.  Respondent determined                  
               that 99 percent of IHCL’s income after June 20, 1991,                  
               should be allocated to M.                                              
                    In our original opinion in this case, we sustained                
               respondent’s position.  On appeal, the parties agreed                  
               that a minimum gain chargeback should be included in the               
               Court’s calculations for purposes of the comparative                   
               liquidation test of the partners’ interests under sec.                 
               1.704-1(b)(3)(iii), Income Tax Regs.                                   









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