                        T.C. Memo. 2007-254



                      UNITED STATES TAX COURT



  PETALUMA FX PARTNERS, LLC, RONALD SCOTT VANDERBEEK, A PARTNER
        OTHER THAN THE TAX MATTERS PARTNER, Petitioner v.
           COMMISSIONER OF INTERNAL REVENUE, Respondent



     Docket No. 24717-05.             Filed August 28, 2007.



     Edward M. Robbins, Jr., for petitioner.

     Jason M. Kuratnick and Gerald A. Thorpe, for respondent.



                        MEMORANDUM OPINION


     GOEKE, Judge:   This matter is before the Court on

respondent’s motion to dismiss for lack of jurisdiction.1



     1
      All section references are to the Internal Revenue Code in
effect for the years at issue.
                               - 2 -

Respondent argues that the Court lacks jurisdiction because the

notice of final partnership administrative adjustment (FPAA)

dated July 28, 2005, upon which the petition is based, was issued

for the taxable year of Petaluma FX Partners, LLC (Petaluma),

ending August 31, 2000, and thus does not confer jurisdiction on

this Court to review adjustments made to Petaluma’s taxable year

ending December 31, 2000.   Because we find the FPAA makes

adjustments for the taxable year ending December 31, 2000, and

because any reference to the taxable year ending August 31, 2000,

was an error typographical in nature, respondent’s motion to

dismiss will be denied.

                            Background

     Petaluma, a purported partnership,2 was formed in August

2000, and began its business activities on October 10, 2000.

Petaluma was a calendar year taxpayer and, on April 2, 2001,

filed its Form 1065, U.S. Return of Partnership Income, for the

taxable year ending December 31, 2000.

     On July 28, 2005, respondent issued an FPAA to the tax

matters partner and the notice partners of Petaluma.   Respondent

determined that the partnership as well as certain transactions



     2
      Respondent contests whether a partnership existed as a
matter of fact. We use the terms “partnership” and “partner” for
convenience and without deciding whether a partnership in fact
existed.
                               - 3 -

relating to the purchase and transfer of offsetting options to

the partnership should be disregarded for tax purposes.    While

the adjustments respondent made in the FPAA pertain to the period

October 10 to December 31, 2000, respondent’s FPAA reflects that

the adjustments are being made for the taxable year ending August

31, 2000.

     On August 30, 2005, respondent issued a corrected FPAA to

the tax matters partner and the notice partners of Petaluma to

reflect that the adjustments were made for the taxable year

ending December 31, 2000.   With two exceptions, the adjustments

made in the August 30, 2005, FPAA were identical to the

adjustments made in the July 28, 2005, FPAA.3

     On December 30, 2005, Ronald Scott Vanderbeek, as a notice

partner of Petaluma, filed a petition seeking review of the

adjustments set forth in the FPAA dated July 28, 2005.    On May

10, 2006, respondent filed his answer.   In his answer, respondent

admitted that the date reflecting a taxable year ending August

31, 2000, contained in the initial FPAA was a typographical error

and that a corrected FPAA reflecting the proper taxable year

ending December 31, 2000, had been issued.   Respondent attached

the corrected FPAA to his answer.

     Respondent now submits that the admission pertaining to the


     3
      The corrected FPAA did not contain adjustments for: (1)
liabilities and capital-other current liabilities, and (2)
partner’s capital accounts.
                               - 4 -

erroneous August 31, 2000, taxable year contained in his answer

was itself an error.   Respondent suggests that the revenue agent

who issued the original FPAA did so with the intent of making

adjustments for Petaluma’s taxable year ending August 31, 2000.

According to respondent, the revenue agent was confused by

Petaluma’s 2001 return which was filed for a short taxable year

ending August 31, 2001.

                           Discussion

     Respondent moves to dismiss the petition for lack of

jurisdiction.   Respondent argues that because the July 28, 2005,

notice makes adjustments for the wrong taxable year ending August

31, 2000, instead of the taxable year ending December 31, 2000,

the FPAA is invalid, and the Court lacks jurisdiction to review

the adjustments therein.   Respondent argues that the only FPAA

upon which the Court’s jurisdiction could have been invoked

properly was the corrected FPAA issued on August 30, 2005.

     The Tax Court is a court of limited jurisdiction, and we may

exercise our jurisdiction only to the extent provided by

Congress.   See sec. 7442; see also GAF Corp. & Subs. v.

Commissioner, 114 T.C. 519, 521 (2000).   This Court’s

jurisdiction with respect to the tax treatment of partnerships is

derived from the Tax Equity and Fiscal Responsibility Act of 1982

(TEFRA), Pub. L. 97-248, sec. 402(a), 96 Stat. 648.   Under the

TEFRA provisions, the Commissioner must give notice to partners
                                - 5 -

of both the beginning and the end of administrative proceedings

at the partnership level.    Sec. 6223(a).   The ending notice is

the issuance of an FPAA.    Sec. 6223(a)(2).   A partner may then

seek judicial review of an FPAA by filing a petition for

readjustment of the partnership items with this Court.     Sec.

6226.

     The procedures under TEFRA parallel deficiency procedures in

that the notice--the FPAA--gives the taxpayer the right to

petition the Tax Court.    Thus, we analyze the effect of errors in

an FPAA in the same way we analyze errors contained in a notice

of deficiency.   See Sealy Power, Ltd. v. Commissioner, 46 F.3d

382, 386 (5th Cir. 1995), affg. in part and revg. in part on

another ground T.C. Memo. 1992-168.

     The Commissioner is without authority to issue a notice of

deficiency for the wrong taxable year or for a period less than a

taxpayer’s full taxable year.    For instance in Century Data Sys.,

Inc. v. Commissioner, 80 T.C. 529 (1983), the Commissioner used

fiscal years instead of the appropriate calendar years to

calculate the deficiency.    See also Atlas Oil & Ref. Corp. v.

Commissioner, 17 T.C. 733 (1951); Columbia River Orchards, Inc.

v. Commissioner, 15 T.C. 253 (1950).    We held the notice of

deficiency to be invalid because the adjustments “necessarily

omitted items of income and deduction of the correct taxable year

and * * * [or had] included other items which properly belong in
                                - 6 -

another taxable year.”    Century Data Sys., Inc. v. Commissioner,

supra at 534-535.   Thus, if the Commissioner is without authority

to issue a notice for less than a taxpayer’s full taxable year,

we are without authority to review the adjustments therein.     See

id. at 536, 537; Schick v. Commissioner, 45 T.C. 368, 373 (1966).

     At the same time, however, we have held that an error in a

notice of deficiency concerning the taxable period at issue will

not invalidate the notice if the taxpayer was not misled by the

error.    St. Paul Bottling Co. v. Commissioner, 34 T.C. 1137

(1960); see also, e.g., Anderten v. Commissioner, T.C. Memo.

1993-2 (references to wrong taxable year in explanation did not

invalidate notice); Erickson v. Commissioner, T.C. Memo. 1991-97

(when taxpayer receives single document including a cover letter

and explanatory statements, we look to the entire document to

determine whether the taxpayer could have been misled).     In St.

Paul Bottling Co., the Commissioner issued a notice of deficiency

stating that the Commissioner had determined deficiencies for the

taxable years 1952, 1953, and 1954.     The attached explanation

however, made clear that the Commissioner had in fact determined

deficiencies for the 1956, 1957, and 1958 tax years.     We held

that it was proper to ignore the error where the taxpayer was not

misled.    Thus, a notice of deficiency (or FPAA) containing errors

with respect to the taxable year at issue may still confer

jurisdiction upon this Court where the taxpayer reasonably could
                               - 7 -

not be misled as to the taxable period involved.   Commissioner v.

Forest Glen Creamery Co., 98 F.2d 968, 971 (7th Cir. 1938), revg.

and remanding 33 B.T.A. 564 (1935); Peoplefeeders, Inc. & Subs.

v. Commissioner, T.C. Memo. 1999-36.

     In the case before us, respondent made adjustments to

partnership items for the correct taxable year of Petaluma, the

calendar year ending December 31, 2000, yet notified the partners

that those adjustments were for the taxable year ending August

31, 2000.   The partners, however, could not have reasonably been

misled by the error as Petaluma had no existence until the end of

August 2000 and did not begin any business activities until

October 10, 2000.   There were no adjustments that respondent

could have made to Petaluma with respect to a taxable year ending

August 31, 2000.

     Respondent’s attempt to create a distinction between a

typographical error and an error with some greater intent is

unconvincing.   Respondent admitted in his answer that the error

was typographical and that respondent was making adjustments to

partnership items for the taxable year ending December 31, 2000.

The fact that Petaluma did not even begin its business activities

until October 10, 2000, and the only adjustments contained in the

FPAA were for the period October 10 through December 31, 2000,

makes any suggestion that respondent’s revenue agent intended the

FPAA to relate to the taxable year ending August 31, 2000,
                                 - 8 -

inaccurate.

     Accordingly, we find that respondent’s FPAA while purporting

to make adjustments for the tax year ending August 31, 2000, in

fact makes adjustments for the tax year ending December 31, 2000,

and is sufficient to confer jurisdiction on this Court for

Petaluma’s tax year ending December 31, 2000.

     To reflect the foregoing,



                                         An order denying respondent’s

                                 motion to dismiss for lack of

                                 jurisdiction will be issued.
