Attorney-at-Law

THE CASE OF THE MISSING TAX MATTERER

In Uncategorized on 07/26/2021 at 14:24

Judge Alina I. (“AIM”) Marshall has a missing tax matterer in Colorado Land and Holdings LLC, John Sfondrini, Tax Matters Partner, Docket No. 11875-20, filed 7/26/21.

When the case was called for trial last month, IRS counsel claimed the case was settled, but couldn’t find Mr. S., tax matterer. Earlier this month, petitioner’s counsel moves to scuttle Mr. S. (who supposedly resigned at the end of 2019, before the petition was filed), and sub in an LLC, whose managing member is Mr. G.

“The petition in this case was filed on September 28, 2020, a date after which Mr. Sfondrini tendered his resignation. The petition was signed by counsel, but it is unclear who the counsel represented. The petition states that ‘[t]he Tax Matters Partner [Mr. Sfondrini] resigned on or around January 1, 2020’ and that ‘[o]n or around the same date, Gerald Greenspoon, in his capacity as manager of GM Investments III, LLC, was named as TMP for all taxable years following 2015.’ The year at issue in this case is 2017, so the statement in the petition suggests that GM Investments III, LLC may be the proper tax matters partner for this case.” Order, at p. 1.

OK, so do we settle or not? Judge AIM can’t tell who the players are.

“The Court has the authority to appoint a tax matters partner only when the partnership fails to do so. If the partnership has properly designated GM Investments III, LLC as the tax matters partner, we have no need to do so on its behalf and we lack the authority to do so on the basis of petitioner’s motion. Instead, the proper procedural posture may be better addressed by a motion to substitute parties and change caption.” Order, at p. 1. (Citation omitted).

OK, simple enough, no? Not while Judge AIM has the case, and petitioners’ trusty attorney is less than lucid about whom he represents. So let said trusty attorney tell Judge AIM whether he is counsel to (a) Colorado Land and Holdings, LLC, (b) Mr. Sfondrini, (c) GM Investments III, LLC, (d) Mr. Greenspoon, or (e) all or some of the above.

I refrain from raising conflicts of interest if the answer is “too many”, because trusty attorney has enough to do.

Let him dish whether the tax matters partner appointed at the end of 2019 to replace Mr. S is GM Investments III, LLC (represented by Mr. G as managing member) and whether the tax matters partner’s appointment complied with the requirements of section 301.6231(a)(7)–1(d), Proced. & Admin. Regs.

Now both sides can get into the act, and tell Judge AIM, separately or together, whether GM Investments III, LLC must ratify the petition in this case, and whether the appropriate filing in this case is a motion to substitute parties and change caption, rather than a motion to remove tax matters partner.

Nudge nudge, wink wink, say no more.

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