Opinion
17806-22
02-28-2024
APRC/CADDIS HERITAGE HALL, LLC, GBX CENTRAL YMCA, LLC, TAX MATTERS PARTNER, Petitioner v. COMMISSIONER OF INTERNAL REVENUE, Respondent
ORDER
Kathleen Kerrigan Chief Judge
The petition filed to commence this case on August 12, 2022, was signed by GBX Central YMCA, LLC (GBX Central) as tax matters partner. On January 24, 2023, respondent filed a Motion to Dismiss for Lack of Jurisdiction. Respondent asserted that GBX Central lacked the capacity to sign the petition as tax matters partner for APRC/Caddis Heritage Hall, LLC (the partnership), having been dissolved by the Ohio Secretary of State prior to filing the petition, and accordingly, that no valid petition had been filed in this case.
On July 3, 2023, petitioner filed an objection to respondent's motion. Petitioner disagreed with respondent's argument as to whether it could validly represent the partnership in this case. More importantly perhaps for our purposes, petitioner argued in the alternative that even if GBX Central lacked the capacity to represent the partnership in this case, it had assigned its membership interest in the partnership to GBX Fund Investment 2017, LLC (GBX Fund), and thus GBX Fund was eligible to both ratify the petition and serve as the tax matters partner for the instant litigation. The Declaration of GBX Fund Investment 2017, LLC (by Andrew Sparacia, Member of LLC) in Support of Objection to Motion to Dismiss for Lack of Jurisdiction filed July 3, 2023, explains that GBX Fund is a general partner of the partnership, owns a 28% interest in the partnership, and is willing to serve as the tax matters partner in this case.
On August 9, 2023, respondent filed a response to the objection. Therein respondent acknowledged that GBX Fund could be designated as the new tax matters partner and, with leave of Court, ratify the petition.
On October 24, 2023, petitioner filed a response to respondent's response, attached to which was a copy of a written consent designating GBX Fund as the new tax matters partner of the partnership. The written consent was signed by the manager of Fisk Investments, a 72% partner in the partnership for the tax year at issue. Upon due consideration of the record, it appearing that the parties are in agreement, it is ORDERED that respondent's Motion to Dismiss for Lack of Jurisdiction is denied. It is further
ORDERED that GBX Fund Investment 2017, LLC, is appointed as the tax matters partner for APRC/Caddis Heritage Hall, LLC, solely for the purpose of these proceedings. It is further
ORDERED that the caption of this case is amended to read: "APRC/Caddis Heritage Hall, LLC, GBX Fund Investment 2017, LLC, Tax Matters Partner, Petitioner v. Commissioner of Internal Revenue, Respondent." It is further
ORDERED that, on or before March 29, 2024, GBX Fund Investment 2017, LLC, shall file a Ratification of Petition.