                 IN THE UNITED STATES COURT OF APPEALS
                         FOR THE FIFTH CIRCUIT



                              No.00-60865



JOE C BOYD; DOROTHY J BOYD
               Petitioners - Appellants

     v.

COMMISSIONER OF INTERNAL REVENUE
               Respondent - Appellee

                         --------------------
               Appeal from the United States Tax Court
                              (18922-97)
                         --------------------
                          September 26, 2001

Before KING, Chief Judge, and DUHÉ and BENAVIDES, Circuit Judges.

PER CURIAM:*

     The taxpayers have failed to persuade us that the settlement

agreement is ambiguous.    The language that they point to is clear

and unambiguous, and giving that language its obvious meaning

does not lead to any unacceptable conflict with other terms of

the agreement.    As the Tax Court pointed out, the agreement

provides that pre-opening or start-up expenses associated with

Melody Woods will be deductible under Section 162, which allows

as a deduction the ordinary and necessary expenses paid or

incurred “in carrying on any trade or business.”    There is,

therefore, no inconsistency within the agreement in providing

that the gain on the sale of Melody Woods will be treated as


     *
        Pursuant to 5TH CIR. R. 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5TH CIR. R. 47.5.4.
                          No.00-60865
                               -2-

long-term gain under Section 1231.   What the taxpayers are

actually arguing for is reformation to deal with a unilateral

mistake, but as the Commissioner points out, only a mutual

mistake can lead to reformation.

     The judgment of the Tax Court is AFFIRMED.
