Forrest v. C.I.R., 011094 FEDTAX, 16457-91
|Opinion Judge:||JACOBS, Judge:|
|Party Name:||GEORGETOWN PETROLEUM-EDITH FORREST, D & D Partnership, a Partner Other Than the Tax Matters Partner, Petitioner, v. COMMISSIONER OF INTERNAL REVENUE, Respondent.|
|Attorney:||Felice Taub-Joyce and Warren W. Davis, St. Louis, MO, for petitioner. James A. Kutten, St. Louis, MO, for respondent.|
|Case Date:||January 10, 1994|
|Court:||United States Tax Court|
On February 25, 1991, respondent mailed a notice of final partnership administrative adjustment (FPAA) addressed to the tax matters partner (TMP) of Georgetown Petroleum-Edith Forrest, Ltd. (the Partnership). The FPAA set forth adjustments to the amount of ordinary income and the amount of property qualifying for an investment tax credit reported on the Partnership's return (Form 1065) for 1983. D & D Partnership, one of the Partnership's limited partners, acting in a capacity other than as the Partnership's tax matters partner, contests these adjustments on the grounds that the period of limitations on assessment expired prior to respondent's mailing of the FPAA. In order to determine whether the FPAA was timely mailed, we must decide whether a Form 872-O, Special Consent to Extend the Time to Assess Tax Attributable to Items of a Partnership, signed by Robert K. Schader (Schader) on January 5, 1987, was properly executed.
Some of the facts have been stipulated and are found accordingly. The stipulation of facts and attached exhibits are incorporated herein by this reference. The principal place of business of the Partnership at the time the petition was filed was Colorado. Unless otherwise indicated, all section references are to the Internal Revenue Code in effect for the years in issue.
The Partnership is a Colorado limited partnership whose Certificate of Limited Partnership was filed for record on September 28, 1982. From September 1982 through January 1986, the Partnership's sole general partner was Georgetown Petroleum, Inc. (GPI), a Colorado corporation.
In January 1986, GPI merged into Petro-Logic, Inc. (PLI), another Colorado corporation. GPI and PLI were both wholly owned subsidiaries of Petro-Logic Petroleum, Ltd. (PLPL), a publicly traded Canadian corporation. Schader was president of PLPL, GPI, and PLI. He was also a limited partner of the Partnership.
GPI entered into a Plan and Agreement (Merger Agreement) with PLI on January 6, 1986. PLI adopted Articles of Merger under the laws of Colorado on January 30, 1986, and filed them for record on March 17, 1986. The Merger Agreement and Articles of Merger provide, in relevant part:
(a) Georgetown Petroleum, Inc., a Colorado corporation, shall merge into Petro-Logic, Inc., a Colorado corporation. Petro-Logic, Inc. shall be the surviving company.
(b) At the effective time of the Merger, the separate existence of Georgetown Petroleum, Inc. shall cease and Georgetown Petroleum, Inc. shall be merged into the Surviving Corporation. Consummation of this Agreement shall be effected on the date on which a Certificate of Merger* * * is filed in the office of the Department of State of the State of Colorado* * *
(c) The Laws which are to govern the Surviving Corporation are the laws of the State of Colorado.
Schader dealt with both respondent and the Partnership's limited partners in his capacity as president of the corporate general partner, the Partnership's TMP. When the IRS sent correspondence to Schader, such matter was always sent to Schader in his capacity as president of the corporate general...
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