We have another post-BBA look at the Section 6235(a)(2) 270 day cutoff for issuance of an FPA after “any modification of an imputed underpayment” in Mammoth Cave Property, LLC, Mammoth Cave Manager, LLC, Partnership Representative, 166 T. C. 4, filed 3/9/26.

The mammoths base their SOL claim on the facts that the FPA was mailed to the wrong entity. The mammoths were changing addresses and partnership reps in the midst of COVID, and IRS was behind the curve on posting changes.

But ex-Ch J Kathleen (“TBS = The Big Shillelagh”) Kerrigan finds that the right designated individual, who was so designated by whatever entity was Partnership Representative at the time, got all the relevant documents timely., and petitioned timely.

“Petitioner received adequate or minimal notice resulting in a timely filed Petition. It has not shown that it was prejudiced by errors in the NOPPA because the audit and communications between respondent and petitioner continued without interruption. After the NOPPA naming the wrong partnership representative was sent to the W address, petitioner timely submitted Forms 8984 and 8980, requesting an extension of time to submit a request for modification and submitting a modification, respectively. These actions resulted in the FPA’s being issued timely, and petitioner’s timely filing a Petition with this Court.” 166 T. C. 4, at p.11. (Name omitted).

And even if the address was wrong, no hurt, no foul.

Ch J Urda, and JJ. Buch, Nega, Pugh, Ashford, Copeland, Jones, Toro, Greaves, Marshall, Weiler, Way, Landy, Arbeit, Guider, Jenkins, and Fung are all on board with the above.

For the Tax Court ‘s first look at the post-BBA régime, see my blogpost “A New Day – Redux,” 7/2/25.

Judge Mark V. (“Vittorio Emanuele”) Holmes goes back to his famous Churchill opinion in American Solar Electric Inc., Docket No. 7297-23L, filed 3/9/26. And if you ask “what was that?” see my blogpost “Back to the Future,” 8/1/11.

The dispute here is what the new AO considered on remand. Originally, remand here was to correct a mistake at the CDP hearing; AmSo had in fact currently made FICA/FUTA/ITW deposits. AmSo didn’t object to remand. But on remand, the new AO found that AmSo had gone from insolvent to plus-20-grand-per-month income, thanks to the Inflation Reduction Act. So Appeals doubles down on their toss of AmSo’s $12K OIC for $650K in back taxes.

AmSo’s trusty attorney yells foul, y’all were only supposed to consider that AmSo paid currently.

Negatory, says Judge Holmes.

“In a supplemental hearing, IRS Appeals is not limited to reviewing the administrative record of the original hearing. “[T]he very purpose of the remand to the Appeals Office was to supplement the record with evidence supporting the IRS’s action . . . . [I]t is “the proper course” where “the record before the agency does not support the agency action.”‘ Lunnon v. Commissioner, 652 Fed. Appx. 623, 624 (10th Cir. 2016) (citations omitted). Changed circumstances often show that the IRS should accept a lower offer: A taxpayer might have gotten divorced, Churchill, 102 T.C.M. (CCH) at 119, or have become unemployed due to the Covid pandemic, Whittaker v. Commissioner, T.C. Memo. 2023-59, at *10. In such cases we insist that the Commissioner look at the taxpayer’s current situation, even if it makes compromise at a lower figure more reasonable.

“But changed circumstances can cut both ways. And that’s just what the supplemental record shows here.” Order, at pp. 3-4.

For the backstory on Lunnon, see my blogpost “Be Careful What You Ask For – Part Deux,” 1/21/16; for same on Whittaker, see my blogpost “This Old House – Remanded,” 5/15/23.

Takeaway- As I’ve warned before, here be dragons. Remand can sink you as well as help you. Note the Lunnon language above-cited: remand is to help Appeals and IRS build a record. Unless you’re worse off all around at time of remand than you were at CDP, think twice before you take the bait.

Though I myself have never seen this, I have heard of it. I am sure Judge Rose E. (“Cracklin'”) Jenkins is unaware of the meaning of the phrase first above set forth at the head hereof (as wealthy practitioners would say).

Nevertheless, her order in Annamalai Annamalai & Parvathi Sivanadiyan, Docket No. 2398-23L, filed 3//6/26 might be so called. AA has made five (count ’em, five) trips to Tax Court, two (count ’em, two) of which have featured in this my blog thus far.

One thing about AA. Like a certain advertising rabbit, he just keeps going and going. After Judge Jenkins bounces his document production motion (which I did not blog), he replies to IRS’ winning response, unasked, asks therein for more time to respond to IRS’ summary J motion and for another copy of said motion.

“Petitioners’ unauthorized reply does not change the analysis reflected in the Court’s order. Also enclosed with the reply, contrary to the Court’s January 16, 2026, order, is a motion requesting additional time to respond to respondent’s Motion for Summary Judgment (Doc. 131), filed January 30, 2026, as well as requesting another copy of such motion. Given that the Court, in an Order (Doc. 135), issued February 6, 2026, has already extended the time to reply until April 16, 2026, no further extension is warranted, but the Court will enclose another copy of the motion with this Order. Order, at p. 1.

It’s the last sentence of the foregoing paragraph that furnishes the title hereinabove set forth and elsewhere herein referred to (as those wealthy guys would say).

After two (count ’em two) pages of Order and 27 (count ’em, 27) pages of Motion, we get to read ten (count ’em, ten) pages of AA’s account transcripts for years at issue and two (count ’em, two) billets doux, one from IRS counsel to a Bureau of Prisons employee, and one from the AO in the CDP to IRS counsel.

AA, a very wise State Court judge once told me to be very careful what I asked her for, because she might just give it to me. I did. She did. Don’t ask what happened next. It took months to straighten it out.

I don’t know if Judge Ronald L. (“Ingenuity”) Buch is, like me, a fan of the 1967 Dustin Hoffman – Anne Bancroft classic (“plastics, Benjamin, plastics”), but he sums up the newly minted graduate’s ambiguous abode in Michael D. Brown, Docket No. 14660-22L, filed 3/5/26.

This off-the-bencher is a follow-up to T. C. Memo. 2025-126, which I blogged sub. nom. “High-Flying Blogfodder – Part Deux,” 12/4/25.

OK, so where did Michael live at the material time? Credit card statements fly around like Michael’s custom-fitted Bombardier Challenger 604, Michael’s fiancé Tetyana testifies as does his Mom, but Judge Buch is none the wiser at close of play.

“This case presents a challenging set of facts. The record establishes that Mr. Brown did not have a residence of his own when he filed his petition. He no longer had his Henderson [NV] residence, and he did not live with his fiancé. Without a residence of his own, he stayed with his parents when he was not travelling.” Transcript, at p. 12.

The usual box-checks don’t help much. “We have previously looked at where people work, where their family lives, the location of their property and assets, where they attend church or social clubs, and the address they put on their income tax returns.” Transcript, at p. 12. (Citations omitted).

So here’s to Mrs. Robinson.

“We can perhaps best resolve this case by analogy. Imagine a college graduate, affianced but unemployed following graduation. Such a graduate might move in with his or her parents until a job or marital residence could be secured. Although there is no intent to remain at the parents’ residence permanently, the recent graduate has no other home. The recent graduate intends to remain with his or her parents indefinitely but not permanently. For the time being, the parents’ residence is the recent graduate’s place of legal residence.” Transcript, at pp. 12-13.

Same for Michael. No job, engaged to be married but no marital domicile, staying with parents because he has nowhere else to go.

Cue Paul and Art.

I cover Tax Court. I cover Tax Court a lot. I claim I cover Tax Court like no one else covers Tax Court. So I read a lot of orders, maybe too many, and blog a lot of orders (ditto).

But I read one order today that stopped me cold. It only said “Motion to withdraw as counsel granted.” A hand-stamped, stereotyped, run of the mill, one-and-done, like a raindrop in a thundershower.

The case is Estate of Alvin L. Glick, Deceased, Randal L. Glick, Executor, Docket No. 785-26, filed 3/4/26.

I’ve seen former clients’ names turn up in Tax Court cases, and so stated in the interest of full disclosure when I commented on the cases. But this is different.

I lost touch years ago with Al Glick (“Alvin,” indeed!), but when I saw that caption memory went into hyperdrive. I saw the gesture with the cigarette, heard the throaty rasp again putting out numbers mentally calculated accurate to two decimal places, saw the immaculate suit, tie, and shirt, and the desk crammed with paper where he could instantly grab the one he wanted. And that wonderful line, “Yeah, I went to UCLA…the University on the Corner of Lexington Avenue.” 

Randal, forsooth? Young Randal My Son? Get real. He was always Randy, and in those days twenty-plus years ago it was rarely a week gone by that we weren’t talking. The names and faces were flooding back, the office up the stairs on Third Avenue and the people I knew and worked with.

Yeah, they were tough people in a tough business. But they gave to charity. Bigly. They played hard, but they played straight. Al knew no other way.

They were good people. That’s the best eulogy I know.

Ch J Patrick J. (“Scholar Pat”) Urda is far too well-bred to paraphrase the famous line that Alfonso Badoya y Díaz de Guzmán never said. But his Order in Estate of Gwen H. Shamblin Lara, Deceased, Elizabeth Hannah and Michael Shamblin, Co-Executors Docket No.14546-25, filed 3/4/26, he tells the co-ex’rs’ trusty attorneys much the same thing.

The co-ex’rs’ trusty attorney wants a judge assigned to this case. Ch J Scholar Pat, unwrapping trusty attorney’s motion for same, thinks he wants it as a prelude to discovery. Of course, Rule 70(a)(2) says go Branerton as soon as IRS answers.

Maybe said trusty attorney is one of those “win your case at discovery” proselytes, converted by that ever-popular CLE cashcow.

But Ch J Scholar Pat extends a helping hand.

“In the Motion for Assignment of Judge, petitioner also expresses an intention to serve subpoenas on third parties pursuant to Rule 147, Tax Court Rules of Practice and Procedure. Petitioner is advised that, if petitioner wishes to issue subpoenas to third parties, petitioner may file a motion for document subpoena hearing.” Order, at p. 1.

And a quick docket search shows trusty attorney did so move prontito. I’m sure Ch J Scholar Pat will send one of CSTJ Zachary S. (“High Rise”) Fried’s learned team members to oversee.

Is No Go

Ex-Ch J L. Paige (“In Fist”) Marvel notoriously eschews frivolity. She therefore, instead of sending off Navdeep S. Dhaliwal, Docket No. 22082-21W, filed 3/4/26, as set forth hereinabove, turns to somber reasoning and copious citation of precedent to reach the same result.

Nav blew, the Ogden Sunseteers shipped his blow to Employment Tax (this was a misclassification IC-vs-EE), ET audited, got nothing, and the Ogden Sunseteers bpounded Nav, who petitions.

Nav is late with the petition, but Myers is a pre-Boechler, P.C., primordial evocation of equitable tolling.  See my blogpost “For Whom the Equitable Tolls,”4/10/20. Still, even if Nav could show he danced the equitable tolling two-step, he’d still lose as IRS got nothing, much less the $2 million Section 7623(b)(5)(B) affirmative defense IRS throws in his path.

Ex-Ch J Iron Fist is all business as always. She demolishes Nav’s arguments thus.

“Petitioner asks us to deny summary judgment because he disagrees with the revenue agent’s conclusions from the examination. We do not have the jurisdiction under section 7623(b)(4) to review or determine the target taxpayer’s tax liability. Carter v. Commissioner, 163 T.C. 141, 144 (2024) (first citing Cohen v. Commissioner, 139 T.C. 299 (2012), aff’d, 500 F. App’x 10 (2014); then citing Cooper v. Commissioner, 136 T.C. 597, 600–601 (2011); and then citingPulcine v. Commissioner, T.C. Memo. 2020-29). Nor do we have the jurisdiction to tell the IRS how to examine a taxpayer’s return, see Lacey v. Commissioner, 153 T.C. 146, 167 (2019), abrogated on other grounds by Li v. Commissioner, 22 F.4th 1014; direct the IRS to take administrative or judicial action, see Cooper, 136 T.C. at 600–601; or review the IRS’s decision not to assert that the target incorrectly reported its tax liability, Carter, 163 T.C. at 144 (citing Cooper, 136 T.C. at 600). The decision to formally assert an underpayment of tax or noncompliance with the Code against a taxpayer belongs solely to the IRS. See Cooper, 136 T.C. at 600–601 (‘Congress has charged the Secretary with the responsibility of seeking tax revenue in every possible situation.’).

“The record clearly shows that the IRS did not collect any proceeds from the Target using petitioner’s information.” Order, at p. 4.

I probably blogged all the cited cases, but if I missed one, I’ve left in all the cites here for your reading pleasure.

If you can’t trust your own brother, whom can you trust? Kevan Shaban, T. C. Memo. 2026-24, filed 3/3/26, couldn’t trust brother Shevan, whom he appointed as business manager including running payroll operations. Brother Shevan repaid Kevan’s trust by ripping him off and not paying FICA/FUTA/ITW. IRS hit Kevan with lien and levy notices, neither of which Kevan CDPed. IRS then whanged him with a Section 7345 seriously delinquent tax debt notice to State. Kevan then sought an OIC, for which IRS withdrew the whang until COIC rejected the OIC, so IRS certified again. Kevan was short $147K on the TFRPs. 

Judge Adam B. (“Sport”) Landy doesn’t need to decide scope of review; this is a record ruler and there are no factual disputes about the administrative record. Although both sides move for summary J, Van Bemmelen teaches us that summary J doesn’t fit; we’re not finding issues of fact. 

Kevan’s trusty attorneys object that the seriously delinquent debt came from a computer-generated list, but Judge Sport Landy says the head of SB/SE reviewed the list and that’s sufficient. Ruesch stands for the proposition that a Section 7345 passport grab isn’t a backdoor to a CDP. IRS assessed a seriously delinquent tax debt; the time to contest is when the notice tells you to file a Form 12153 for a CDP.

Trusty attorneys claim Bro Shevan committed identity theft, thus “…one of the discretionary exceptions found in the IRM applies because he was a victim of identity theft and Shevan’s embezzlement. However, for that IRM provision to apply, Mr. Shaban had to file an identity theft claim administratively with the IRS and have that claim approved. See IRM 5.19.25.5(1)(b) (indicating that a taxpayer’s account transcript must show unreversed codes TC 971 AC 522, 523, and 525); see also IRM 5.1.28.8.6 (July 14, 2021) (explaining that code TC 972 AC 522 is used to close identity theft allegations when the IRS determines that identity theft has not occurred or in situations where the taxpayer fails to provide an identity theft claim). The Forms 4340 submitted by the Commissioner do not reflect that such a claim was filed or approved, and Mr. Shaban has not represented to the Court that he filed such a claim or that it subsequently was approved. The Commissioner’s employees do not have discretion to apply the requested exclusion. See IRM 5.19.25.5(2). Similarly, because a claim for identity theft goes towards the underlying liability, neither may this Court apply the exclusion. As a result, the discretionary exclusion does not apply.” T. C. Memo. 2026-24, at pp. 8-9.

That Kevan still has pay-and-sue remedies doesn’t stay Section 7345 certification. Section 7345(g) only stays certification during lien or levy contests (CDPs), not pay-and-sue.

That Bro Shevan settled with Kevan and agreed to pick up the tab for his defalcations would be useful if Kevan had sought a CDP to contest liability. An eleventh-hour collateral attack on liability is foreclosed in a passport grab.

So Judge Sport Landy slams another back door Section 7345 attempt.

That’s Judge Emin (“Eminent”) Toro’s scorecard at close of play in Continental Grand Limited Partnership, Century Subsidiary Corporation, Tax Matters Partner, 166 T. C. 3, filed 3/2/26.

It’s the usual daisy chain among offshore indifferents and an onshore heavy. US parent of an offshore holding company and the latter’s offshore sub set up a boxchecked onshore LLC, wherein both onshore overparent and offshore sub are partners. Offshore sub elects per Reg Section 301.7701-3(c) to be disregarded from offshore holding company. Then offshore holding company issues promissory note, guaranteed by onshore overparent, for $610 million to offshore sub, which in turn assigns note to onshore LLC. Election was retroactively made effective to a time before offshore sub contributed the note to the onshore LLC, which is OK here. Then offshore holding company pays it off seven (count ’em, seven) years later for $1 billion-with-a-b, including principal and accrued interest. Then offshore sub bails from partnership, taking $1 billion-with-a-b along.

Offshore sub claims substantial basis in note. IRS says zero basis in offshore holding company in its own note, zero basis in note in onshore overparent guarantor, and zero basis in note for partnership. Hence onshore overparent had no tax benefit on dissolution of partnership.

See my blogpost “A Sour Note,” 9/3/14 for how this attempted guarantee basis-builder fails.

Yes, in this case the note was valid, legal and binding when and where issued. And yes, it was worth the face value then and there. 

Per Treas. Reg. 301.7701-3(g)(1)(iii), as no exceptions apply here, when offshore sub elected disregarded, it’s deemed to have transferred all of its assets and liabilities to offshore holding company. Hence when offshore holding company issued the note ostensibly to offshore sub, it issued the note to itself, and then itself contributed to note to the partnership. Arguments that this cuts off offshore law as to separation of parent and sub has nothing to do with how the USA taxes the deal. Sub and offshore holding company may be separate under local law, and taxed offshore however local law provides.

A note is a chose in action, the right to press a legal claim to receive money. It may be property (Judge Toro says he isn’t going metaphysical on whether a note is “property”, Opinion, at p. 10), but in the hands of its maker a note has no basis; it cost nothing. And by electing disregarded status, offshore sub became offshore holding company, hence offshore holding company was holding its own note payable to itself. The issue is not that the note was contributed to the partnership; Section 722 requires examination of the value of the note in offshore holding company’s hands. All the note does is evidence offshore holding company’s obligation to pay itself. 

The negative currency fluctuations that hurt the offshore sub when it took the payout is nothing to the point. Offshore sub elected a year after it got and contributed the note to go disregarded back to pre-note days.  National Alfalfa says you can choose your system, but once chosen, you’re stuck.

Petition asserts two cases, but they’re C Corp cases, and here we have Sub K issues. Offshore holding company had zero basis in its own note, and its electing offshore sub is disregarded. Section 723 says contribution by partner to partnership gives partnership partner’s basis in the contribution, and here it’s zero.

Judge Christian N. (“Speedy”) Weiler once again has the granite grabbing, discounted cash flow,  Dixieland Boondockery dodge on the menu in Harman Road Property, LLC, Capital Conservation Partners II, LLC, Tax Matters Partner, et al., T. C. Memo. 2026-23, filed 3/2/26. IRS, magnanimously or otherwise, folds its claim for the penalties asserted under section 6662A resulting from the identification of syndicated conservation easement transactions pursuant to I.R.S. Notice 2017-10, 2017-4 I.R.B. 544, Opinion, at p. 2, footnote 4.

It’s the usual market-rate purchase of granite-bearing land followed by selling fractional LLC interests at a 300% – 400% markup to writeoff-seeking highrollers, and claiming a conservation easement of telephone numbers featuring an appraisal by Fifth Amendment specialist CW (name omitted) and input from a bunch uomini qualificati (hi, Judge Holmes). like Qualified Persons (as defined by the SEC, the stock market guys, not the GA athletes) and Six Sigma Competent Person types.

IRS has a bunch locals from the county and a couple of taxpayer-funded qualificati of their own, including but without in any way limiting the generality of the foregoing (as my expensive former colleagues would say) their in-house appraiser Everybody Loves Raymond.

Once again its comps-vs-cash. Nobody pays the worth of the whole operation upfront, and nobody buys anything in one place when they can get it cheaper somewhere else. No need to drill and explore the comps, as everybody knows they’re in the Piedmont Fall Line where the granite is found. Comps beat cash again.

Microscopic deductions allowed. 40% gross overvaluation chops rain down.