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principles of contract law are significant because section
6501(c)(4) requires the use of a written agreement to extend the
period of limitations for assessment. Mecom v. Commissioner,
supra.
If a taxpayer wishes to place a condition on a written
agreement to extend the period of limitations, the condition must
be evidenced by an overt act. For this purpose, unsubstantiated
conduct or verbal communications, as in the instant case, are
insufficient. See id. at 385; Kronish v. Commissioner, 90 T.C.
684, 693 (1988); Tallal v. Commissioner, 77 T.C. 1291, 1294
(1981).
The Form 872-A executed by the parties was not altered in
any way. There were no insertions, additions, or deletions made
to the form itself. The fact that petitioner may have intended
to condition the special consent does not determine the agreement
of the parties. As we stated in Kronish v. Commissioner, supra
at 693: “It is the objective manifestation of mutual assent as
evidenced by the parties’ overt acts, not the parties’ secret
intentions, that determines whether the parties have made an
agreement.”
The Form 872-A signed by the parties, standing alone, is
unconditional and unrestricted. However, we have held that a
cover letter accompanying a Form 872-A may place restrictive
conditions on the special consent. See Aronson v. Commissioner,
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Last modified: May 25, 2011