Leatherstocking 1983 Partnership, Sam I. Brown, A Partner Other Than The Tax Matters Partner - Page 20

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          petitioner argues, the consents which Steele signed after July              
          1991 were invalid because respondent should have removed Steele             
          as TMP on account of the grand jury investigation.  According to            
          petitioner, respondent’s failure to remove Steele as TMP by                 
          sending the notices referenced in section 301.6231(c)-5T,                   
          Temporary Proced. & Admin. Regs., 52 Fed. Reg. 6793 (Mar. 5,                
          1987), was an abuse of discretion.                                          
               We reject both of petitioner’s arguments.  As to the first,            
          i.e., a claimed disabling conflict of interest, we are not                  
          persuaded that Steele’s interests as to the Leatherstocking audit           
          differed from the interests of the Leatherstocking limited                  
          partners, so as to constitute a breach of any fiduciary duty that           
          he owed to them.  Nor does the record establish more specifically           
          that a conflict of interest was present as to Steele’s granting             
          of the consents, or that respondent ever perceived that a                   
          conflict existed between Steele’s interests and those of his                
          partners.  Indeed, while petitioner called three limited partners           
          to testify at trial, none of them testified that he would have              
          objected to the consents had he known about them when they were             
          signed.5                                                                    

               5 Moreover, as to the reasons proffered by petitioner, we do           
          not find as a fact that Steele granted the consents to avoid his            
          criminal referral for failing to file his Federal income tax                
          returns, or that he granted the consents to conceal any theft               
          from the Leatherstocking limited partners.  To the contrary,                
          given the number of consents Steele signed during the                       
                                                             (continued...)           





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