Harbor Cove Marina Partners Partnership, Robert A. Collins, A Partner Other Than The Tax Matters Partner - Page 33

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          deduction (e.g., from a public sale of the marina).8  While                 
          HCMP’s managing general partner may have subjectively intended to           
          terminate HCMP for Federal tax purposes during 1998, the fact of            
          the matter is that it failed to wind up HCMP’s business operation           
          in accordance with the procedures which the HCMP partners as a              
          whole had agreed would be applied in such a situation.  The                 
          agreed-upon procedures of paragraph 12 state clearly and                    
          unequivocally that the managing general partner of HCMP shall in            
          the case of HCMP’s dissolution wind up and liquidate the                    
          partnership by “selling the Partnership property”.                          
               For Federal tax purposes, Congress has given the partners of           
          a partnership broad authority to negotiate the terms of their               
          business relationship, including the terms governing their                  
          business’s formation, operation, and dissolution, so as to                  
          achieve simplicity, flexibility, and equity as between the                  
          partners.  See Foxman v. Commissioner, 41 T.C. at 549-552 (and              
          the legislative history cited therein); see also Moore v.                   
          Commissioner, 70 T.C. 1024, 1033 (1978); Kresser v. Commissioner,           

               8 We also do not believe that Collins’s HCMP partnership               
          interest was effectively liquidated as of the end of 1998 in that           
          (1) he had filed the lawsuit challenging as inconsistent with the           
          partnership agreement his right to keep the $389,662 check sent             
          to him as a liquidation distribution and (2) he had delivered               
          that check to the trial court pending resolution of the lawsuit.            
          Cf. Bones v. Commissioner, 4 T.C. 415, 420 (1944) (taxpayer’s               
          refusal to cash a check did not result in constructive receipt of           
          the income where cashing the check would impair the taxpayer’s              
          legal position by creating a situation that might be construed as           
          an accord and satisfaction concerning a disputed claim).                    

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