Opinion
12400-20
03-28-2022
Bear Creek SK Holdings, LLC, Derrydown Investors, LLC, Tax Matters Partner Petitioner v. Commissioner of Internal Revenue Respondent
ORDER
Maurice B. Foley, Chief Judge.
On October 20, 2020, petitioner filed the petition in this case, in which petitioner states that petition is the tax matters partner as required by Rule 241(d)(3)(C), Tax Court Rules of Practice and Procedure.
On December 22, 2021, petitioner filed a Motion for Partial Summary Judgment, in which petitioner seeks the Court enter partial summary judgment that petitioner properly invoked this Court's jurisdiction under Section 6226(a)(1) as tax matters partner of Bear Creek SK Holdings, LLC for the period ending December 31, 2016. In the motion, petitioner states that although respondent admitted that petitioner is the tax matters partner, because respondent denied for lack of knowledge that petitioner was a member-manager or a general partner of Bear Creek SK Holding, LLC potentially raises a jurisdictional issue. Petitioner asserts that only a tax matters partner may invoke this Court's jurisdiction by filing a petition within 90 days of receiving a final partnership administrative adjustment. On March 7, 2022, respondent filed a notice of no objection to petitioner's motion.
The Court notes that pursuant to section 6226(a), a tax matters partner may file a petition for readjustment of the partnership items for the tax year with the Tax Court within 90 days after the day that the notice of final partnership administrative adjustment is mailed to the tax matters partner. Section 6626(b) provides that if the tax matters partner does not file a readjustment petition under subsection (a) with respect to any notice of final partnership administrative adjustment, any notice partner (and any 5-percent group) may, within 60 days after the close of the 90-day period set forth in subsection (a), file with the Tax Court a petition for a readjustment of the partnership items for the taxable year. In addition, section 6226(b)(5) provides that if a notice partner files a petition during the 90-day window for tax matters partner petitions (commonly referred to as a "premature petition"), the premature petition is deemed to be filed on the last day of the 60-day notice partner window. Therefore, there does not appear to be a jurisdictional issue.
The Court is mindful that, because the tax matters partner is charged with the responsibility for keeping each partner fully informed of the proceedings, it is essential that the tax matters partner be identified. However, petitioner identified petitioner as the tax matters partner in the petition and respondent admitted that petitioner is the tax matters partner.
Accordingly, it is
ORDERED that petitioner's Motion for Partial Summary Judgment, filed December 22, 2021, is denied as moot.
The parties are advised that it would appear that any relief that petitioner was seeking in the motion for partial summary judgment (to which respondent does not object) is easily given effect by stipulation of the parties.