Great Plains Gasification Associates, A Partnership, Transco Coal Gas Company, A Partner Other Than The Tax Matters Partner - Page 69

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               We disagree.  Whether a debt has been discharged is                    
          dependent on the substance of the transaction and not mere                  
          formalisms.  Cozzi v. Commissioner, 88 T.C. at 445.                         
                    The moment it becomes clear that a debt will never                
               have to be paid, such debt must be viewed as having                    
               been discharged.  The test for determining such moment                 
               requires a practical assessment of the facts and                       
               circumstances relating to the likelihood of payment.                   
               * * *  Any “identifiable event” which fixes the loss                   
               with certainty may be taken into consideration.  * * *                 
               [Id.]                                                                  
          See also Friedman v. Commissioner, 216 F.3d 537, 546 (6th Cir.              
          2000), affg. T.C. Memo. 1998-196; Brountas v. Commissioner, 74              
          T.C. 1062, 1073 (1980).  The conclusion of the foreclosure                  
          litigation was the identifiable event whereby it became clear               
          that the partnership’s debt would never be repaid by the                    
          partnership.  Indeed, according to petitioner’s own                         
          representation, DOE bid only $1 billion in the foreclosure sale,            
          rather than the entire amount of the debt, “precisely so that it            
          would retain the ability separately to acquire the remaining                
          collateral”, the ANG stock, from ANRC.  Petitioner thereby                  
          implicitly acknowledges that DOE had no intention of attempting             
          to recover any part of the remaining debt from the partnership.             
          Subsequent events bear out that conclusion.  Insofar as the                 
          record reveals, DOE never made any other claims against the                 
          partnership for the debt.  In October 1988, when DOE reached the            
          settlement agreement with ANRC, it discharged all the remaining             
          debt in exchange for the ANG stock even though, as stated in the            






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