hack and i have to go and think and i have trouble thinking ok that i have the final permit ship administrative adjustment determined adjustments to the partnership return if the taxpayer was first and then you lost at the tax court right we what we lost in the test score you lost in the tax court and i'm wondering why did it take the government it we're talking about thirty two million dollars right that's the disallowed lot right why did it take the government two years and you know i'm just trying to figure it seems that and it just sort of seems that perhaps the tax cut irritated with the government did the government take a different position on other cases previously and suddenly someone else look bad or to the government just like to sit around for two years and then suddenly they go aha you know we shouldn't have we shouldn't have been sitting on our hands for two years what happened in those two years well i don't know the answer to question i'm not aware of any other cases involving bifurcating the wash and there seems to be no reason for  something wrong and in this case it's not it's undisputed essentially that there were problems with the government's letter right well the problem what happened was the government was supposed to send out a notice of the  was treated as a party to a partnership proceeding but he had the right no if he chose to do so now my understanding is after all this happened then the taxpayer at some point in these  just want out we don't want to bifurcate we just want to completely opt out but then the government said no you can't do that if they were allowed to opt out completely and be treated as and direct for the full period as opposed to bifurcate it they would win here wouldn't they because that the tax court sorry determined that their direct partners that there was no liability for the and direct partners right well there are a lot sheds work inconsistent for the two different for two will own state stick to the procedural issue oh well let me ask you about that your argument is that the express language of six two to three to be which says the partnership interests of the parties your argument is in your brief and your real clear about it you actually argue that means all well let me ask you this if the means of all why can't congress see all partnership  dress well this page thirty seven of your brief and i think it's footnote nine in their brief where they raise the argument that the law does not mean oh i guess my answer the question is if they meant the purpose of tough read the accident nineteen eighty two was to avoid duplicated proceedings and have and have the results be consistent on a partner among the different partners and they have and the task court's which we move into here oh well i think the legislative history to the most you know we believe it supports us but is that actually it's just routine statutory language so i would say what this statute and they did in a number of other statutes as you rightly pointed out they carefully define the words to roxanne interact in tax matters partners pay us through partners notice partners and they use them in various stanchions for example in section sixty two twenty six they have different rules for filing of the chance of the for the time to i guess what you're saying now if this this is never come up before this is the first time yeah i r s has had this come up yes that's correct we're not aware of any other cases on this issue nobody so what is the woods tell us about this issue once tells us we should look at the underlying purpose the tougher of which is the avoidance of duplicated proceedings and the inconsistent treatment among the partners which is likely to result by tax payers attempt to create two proceedings they attempt to opt in with respect to the direct partner interest which means that we have to have a chapter a partnership proceeding may attempt to opt out with respect to the wouldn't that have been a flight to someone when they did it and then two years later that's the first that it comes and it's thirty two million dollars well i mean people get audited for what you know i got audited at random one time they sent me a letter saying congratulations she didn't do anything wrong that we're you know but we're going to audit you anyway so picked at random so what the what what are your flags what what flags someone would thirty two million dollars and doing something under the proceeding and that will be but there's no cases out there that say they can or they can't do it i guess it's all left to interpretation at this point because i have no cases out there and you know you're asking us to do it for the first time us what we're going to do i'm sorry i'm not well why is that sneaky why that's making well they can pass this proceeding but i think well they had a right to own so they have a duty of candor to tell you why when that west that you might want to interpret the statute different man you might want to issue a deficiency well something inside what they did or didn't do it's our they file inconsistent actions even though they had only one interest they haven't been into rap and partner and they forced the texas court to spend its time determining the fact that they in fact have no interest as a direct partner this is directly contrary to the purpose of tough act thank you for your argument you wait taken you into overtime so i know i'm not n y c near the panel members have additional questions i'll ask they do thank you the remedy the government has what they never really want to talk about they want to talk about the bad nature of characteristics of the transaction this sort of cost the range we has said there really isn't there isn't a case interpret in the statute so if you know i always like to look at the plain language of the statute first before i look before i can hear the covers and look at the legislative history what what's your position strongly felt that they were seated on the substantive issues and texters if you will lose on this procedural issue getting back to your planning with playing language argument that the really means of congress want to say all they would have said all rather than  the partnership in trust plural nobody's focused on that in the briefing but one that does that support your argument because your clients had both them proper notice so it's under spirit here that that happened but doesn't this suggest that it would have expressly allowed split elections in the statute if it didn't tend these type of elections to be permissible point it seemed the better course to elect out in that bassinet because hopefully that's the person would be liable for the tax liability he didn't come up for two years really because by the time