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sale” (emphasis added).38 Petitioner has offered no reason why
this characterization by the partnership of its indebtedness as
nonrecourse should be disregarded here.
Instead, petitioner contends that it is immaterial whether
the debt is considered to be recourse or nonrecourse, because
even if it were nonrecourse, only $1 billion of the debt was
extinguished in the foreclosure sale.39 Petitioner notes that the
debt was directly secured by the ANG stock which ANRC had pledged
and that DOE did not acquire the pledged stock and release the
remaining debt until October 1988. Consequently, petitioner
contends, whether the debt is considered to be recourse or
nonrecourse, the amount realized on the foreclosure sale should
not exceed the $1 billion of the partnership’s debt actually
discharged at the time of the foreclosure sale.
38 An opinion letter, dated Dec. 16, 1986, provided to
Coastal Corp. (which had purchased ANRC) by the law firm of
Fulbright & Jaworksi, stated that the amount realized by the
partnership upon the foreclosure sale “would include the
outstanding amount of the Partnership’s indebtedness to the DOE.
Commissioner v. Tufts, 461 U.S. 300 (1983).”
39 At various places in its 202-page opening brief and 102-
page reply brief, with little analysis and no citation of
authority and without acknowledging that the partnership treated
the debt as nonrecourse, petitioner asserts that the liability
was recourse. That assertion, however, does not appear in the 2-
page section of petitioner’s opening brief or the 3-page section
of petitioner’s reply brief specifically addressing the timing of
the discharge of the partnership’s indebtedness.
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