A timely filed but imperfect petition can be perfected by ratification. Judge Travis A. (“Tag”) Greaves will show you how in the obsolete TEFRA context.

Fears Drive Henry 58, LLC, Fears Drive Manager, LLC, Tax Matters Partner, Docket No. 13235-21, filed 10/5/23, rescues FDH58 from the morass, which I more particularly bounded and described in my blogpost “Ratify to Revivify,” 7/23/23.

There are three (count ’em, three) factors which, if satisfied and the judge decides to exercise case-by-case discretion, allow the defective petition to be saved. “(1) the person who attempted to file the petition thought he was authorized, and (2) those who ratified were authorized to file or approve the filing of the petition, and (3) ratification was expressly attempted or possible.” Order, at p. 2.

OK, here there’s a declaration from the manager of the defunct TMP stating he thought he was authorized, and IRS sent him the FPAA, so IRS must have thought so too. Next, a declaration from the manager of the 95.99% interest holder in FDH58 saying he would have filed, except he thought the defunct TMP had properly filed. Anyway, he agrees with everything in the petition. Finally, Rule 60(a) allows a reasonable time for ratification after the imperfection is detected, nihil obstat.

So let the petitioner tell Tax Court, IRS, and the rest of us who is the next TMP, and let the lucky contestant ratify.

Taishoff says, I repeat the warning i gave in my abovecited blogpost: “When representing an entity, make sure it still exists.” And don’t wait until the last red-hot minute to do so. With this current storm of blown-up dodges, the investors, who now claim the promoter (who is also TMP) sold them down the cliché, will use every promoter miscue in their complaint. As I said all the way back in  2011, “(T)ax matters partners are partners first, and tax matterers second.”