                             T.C. Memo. 2013-235



                       UNITED STATES TAX COURT



   BRETT VAN ALEN AND KIMBERLEE VAN ALEN, Petitioners v.
      COMMISSIONER OF INTERNAL REVENUE, Respondent

BRANDON D. TOMLINSON AND SHANA C. TOMLINSON, Petitioners v.
     COMMISSIONER OF INTERNAL REVENUE, Respondent



   Docket Nos. 22328-09, 4075-10.1                 Filed October 21, 2013.



   Jared R. Callister, for petitioners.

   Nathan H. Hall, for respondent.




  1
      We consolidated these cases for trial, briefing, and opinion.
                                         -2-

[*2]        MEMORANDUM FINDINGS OF FACT AND OPINION


       HOLMES, Judge: Shana Tomlinson and Brett Van Alen are siblings who

inherited part of a family ranch from their father. Their interest was in a trust, and

their stepmother valued that interest at less than $100,000 when she prepared her

late husband’s estate-tax return. That value was low because the Code gives a

break to those who inherit a ranch and promise to keep it in agricultural use.

Years later, the trust sold a conservation easement on the ranch for more than

$900,000. The sale created a capital gain that passed through to the siblings, and

the dispute here is over the proper basis to report for that sale. Shana and Brett

argue that through no fault of their own the estate greatly understated the value of

their interest in the ranch, which greatly understated their basis, which greatly

inflated their taxable capital gains. The Commissioner says this doesn’t matter,

and that the tax break they got then by using a very low value on their father’s

estate-tax return has to be matched now by a hefty capital-gains tax burden.

                               FINDINGS OF FACT

I.     The Family Ranch

       Near the turn of the twentieth century, Joseph “Pop” Preuschoff left Europe

for Madera County, California--just north of Fresno--and established a 2345-acre

cattle ranch that became known as the Preuschoff Ranch. It was on this ranch
                                         -3-

[*3] that Pop raised his daughter, Mary Van Alen. Although Mary moved away

for a short time after getting married and starting a family, she divorced and

returned home to the ranch with her small children. One of those children was

Joseph Van Alen. Joseph later inherited a 13/16th interest in the ranch (the Ranch

Interest).

       Joseph married three times. After his first marriage with four children

ended in divorce, Joseph wed Virginia Latimer, a woman twenty years his junior.

Within four years, they had two children--Shana and Brett. The siblings were still

quite young when Virginia and Joseph divorced, and afterwards they lived with

their mom, though they did stay with their dad on the ranch every other weekend

as well as half of every summer. Joseph eventually wed again. Shana and Brett,

however, didn’t get along with this new wife, Bonnie Van Alen. Shana described

Bonnie as a “very dominant person” with whom she “had a tumultuous

relationship.” Despite these difficulties, the siblings loved their time on the ranch.

Brett remembered helping his dad with the daily chores--kicking hay out of the

backs of trucks and shoveling manure. And, after Joseph’s death, Shana moved to

the ranch where she tends some cows and works as a stay-at-home mom to her

three children. Brett--though he does not live on the ranch--grew up to be a
                                        -4-

[*4] cowboy in the vaquero tradition, riding horses and four-wheelers to tend

cattle for other ranchers.

II.   The Will, Probate, and Estate Tax Return

      Joseph died in May 1994, when Shana was 18 and Brett was only 14.

Almost ten years before his death--after his separation from Virginia but before his

marriage to Bonnie--Joseph had written his will. It gave $25,000 gifts to his first

wife and each of his four children from that marriage, but directed that the

remainder of the estate--including his Ranch Interest--would go to a testamentary

trust (the Trust) for the benefit of Shana and Brett in equal shares. The will

contained no estate-tax apportionment clause.2

      Bonnie, as the estate’s executor, hired attorney Denslow Green to

administer Joseph’s estate. Since California probate law requires that a county

“probate referee” appraise a decedent’s real property subject to probate, see Cal.

Prob. Code sec. 13200(c) (West 1991 & Supp. 2013), Green met in November


      2
        Wills sometimes contain such a clause to direct where the money to pay
taxes will come from, but if they don’t state law supplies a default rule. See Riggs
v. Del Drago, 317 U.S. 95, 97-98 (1942); Estate of Leach v. Commissioner, 82
T.C. 952, 962-64 (1984), aff’d without published opinion, 782 F.2d 179 (11th Cir.
1986). California’s default rule provides that any estate tax must be equitably
prorated among the persons interested in the estate. See Cal. Prob. Code sec.
20110(a) (West 2011). It splits the estate-tax bill among the beneficiaries in the
same proportion that the values of their inheritance bears to the total value of the
estate. Id. sec. 20111.
                                        -5-

[*5] 1994 with Richard Grey, a deputy probate referee.3 This was a complicated

chore--the ranch alone had nine different tax parcel numbers, and the estate held

other real estate apart from the ranch. Grey set to work, and valued the Ranch

Interest at $1.963 million. When he was done, he gave his field notes to the

probate referee.4

      About nine months later, Bonnie (as executor) and Green (as preparer) filed

a Form 706, United States Estate (and Generation-Skipping Transfer) Tax Return,

for the Estate of Joseph Van Alen.5 But that return gave the Ranch Interest a much

lower value than Grey’s field notes did.


      3
       Grey worked under the supervision of Richard Huber, the Madera County
probate referee.
      4
        Because Shana and Brett didn’t submit Grey’s field notes as an expert
report in compliance with Rule 143(g), we didn’t allow Grey to testify as an expert
witness as to his opinion of the Ranch Interest’s fair market value when Joseph
died. We did allow him to testify as an eyewitness to what he submitted as values
to the probate referee. (Unless we say otherwise, all references to Rules are to the
Tax Court Rules of Practice and Procedure. All bare references to sections are to
the Internal Revenue Code in effect for the relevant time.)
      5
        Section 2001 imposes a tax on “the transfer of the taxable estate of every
decedent who is a citizen or resident of the United States.” Section 2051 defines
the taxable estate as “the value of the gross estate” less any applicable deductions.
A tentative estate tax is then computed on the sum of the taxable estate plus
adjusted taxable gifts, reduced by gift tax payable on post-1976 gifts. See sec.
2001(b). That amount is further reduced by the unified credit, see infra note 8, and
by other available credits such as state death-tax credits, see infra note 9. The
resulting amount is the net estate tax due.
                                         -6-

[*6]   The return also showed a taxable estate that was cash-poor. It valued the

gross estate at just over $2 million,6 but almost $1.9 million was real estate or

miscellaneous property (such as vehicles, farm equipment, household furnishings,

and cattle). The estate deducted $260,000 in miscellaneous expenses (such as

funeral costs, debts, and mortgages) and $870,000 in bequests to Bonnie as the

surviving spouse.7 That left a taxable estate of a little over $900,000, and--after

subtracting the unified credit8 and credit for state death taxes9--the estate reported

a tax due of about $100,000.



       6
        The gross estate includes “all property, real or personal, tangible or
intangible, wherever situated,” to the extent provided in sections 2033 through
2045. Sec. 2031(a); Estate of Giovacchini v. Commissioner, T.C. Memo. 2013-
27, at *31.
       7
        Subject to exceptions not relevant here, property passing from a deceased
husband to his widow is deductible from his gross estate. See sec. 2056(a).
Although Joseph didn’t name Bonnie in his will because he had executed it before
their marriage, California law treats her as an omitted spouse. See Cal. Prob. Code
sec. 6560 (West 1994). As a result, she was entitled to receive--and the Form 706
reported that she did receive--his one-half of community property and one-third of
his separate property. See Cal. Prob. Code secs. 6401, 6560 (West 1994).
       8
        The unified credit exempts a minimum amount of accumulated wealth
from estate tax. Since Joseph didn’t make any taxable gifts during his life, the
unified credit available to his estate was $192,800 (equivalent to a $600,000
exemption). See sec. 2010(a).
       9
        Estates of decedents dying before 2005 generally could credit against the
federal estate tax the amount of any state death taxes. See sec. 2011(f).
                                          -7-

[*7] The tax bill would have been significantly higher, however, had the estate

valued the Ranch Interest at $1.963 million--the value that Grey said he submitted

to the probate referee. Instead, the estate listed that interest’s fair market value as

only $427,500. Even at that unusually low value for so many acres of California

ranchland, the Ranch Interest would have been one of the estate’s most valuable

assets. But the estate computed its tax not with this number, but with an even

lower number--$144,823, which the return reported as the Ranch Interest’s value

under section 2032A(d)(2).

      This section helps those who inherit property by letting them use an asset’s

value in its actual use at the time of death, rather than in its hypothetical highest

and best use. (The paradigmatic case is a family farm that otherwise might have to

be sold to a developer.) Not all kinds of property, and not all kinds of heirs,

qualify for this deviation from the general rule that death tax is calculated on an

estate’s fair market value. And the heirs have to promise not to sell the property

right away, or shift its use to something more valuable. If an estate wants to use

this lower value, it has to make a section 2032A election, and there are forms that

have to be filled out and sent in with the return.
                                         -8-

[*8] There’s little doubt that the estate met these conditions. The estate’s

“qualified heirs”10--Bonnie, Shana, and Brett (who as a minor was represented by

his mother, Virginia, both as his guardian ad litem and as trustee of the Trust)11--

all executed an agreement to special valuation under Section 2032A, which they

included with the estate-tax return.12

      The form they used included the required language by which they consented

to personal liability for additional estate tax if they stopped using the ranch for

agricultural purposes or sold their interest altogether. And no one disputes that

this standard-form language is also sufficient proof of each heir’s actual or

constructive understanding that completing the form is required. The

Commissioner nevertheless disputed the estate’s valuation of the Ranch Interest

because he thought that the correct value should have been $427,500. The estate


      10
        A “qualified heir” is, “with respect to any property, a member of the
decedent’s family who acquired such property (or to whom such property passed)
from the decedent.” Sec. 2032A(e)(1).
      11
         Neither Brett nor Shana dispute that their mother had the power to act as
Brett’s guardian ad litem, and they do not claim that she breached any fiduciary
duty acting in that capacity.
      12
         The estate also elected to value three other properties (not at issue here)
under section 2032A. Section 2032A saved them a lot of money--it shrank the
value of taxable properties from an aggregate fair market value (or, to be more
precise, an aggregate stated fair market value) of just over $1 million to only
$260,000.
                                        -9-

[*9] and the IRS went back and forth, and the estate remarkably and audaciously

sent the IRS an amended section 2032A valuation that lowered the value put on

the Ranch Interest to only $98,735.13 Even more remarkably, the IRS accepted the

revised amount, perhaps because the estate increased the section 2032A value for

two of the other properties it had elected for special-use valuation and removed

altogether a section 2032A election for another property. The bottom line was that

the IRS got an increase in the total taxable value of the estate to about $1 million

and an increase in the estate tax of about $20,000 (to nearly $120,000).

      Even with the very low special-use valuation of the Ranch Interest, the

estate didn’t have enough liquid assets to immediately pay that $120,000.14 We

also expressly find that Shana and Brett were the biggest winners of the estate’s


      13
          The record did not include an amended agreement to special valuation.
We do, however, have a cover letter from Green to an IRS attorney in which he
wrote that enclosed with the letter was an “Amended Agreement to Special
Valuation executed by Bonnie Van Alen, Shana Charlotte Van Alen and Virginia
M. Latimer as Trustee and Guardian Ad Litem for Brett Shannon Van Alen who is
still a minor.” Because of that cover letter, and because the IRS eventually
accepted the values contained on the amended Schedule A-1, Itemized Deductions
(which it would not have done absent the amended agreement), we find it more
likely than not that Bonnie, Shana, and Brett (by Virginia on Brett’s behalf)
executed the amended agreement to special valuation, and that this amended
agreement satisfied the requirements of section 2032A(d)(2) just as the original
agreement had.
      14
        The record is a bit unclear, but it seems probable that the estate elected to
pay a portion of the estate tax in installments as permitted by section 6166(a).
                                         - 10 -

[*10] aggressive and successful valuation because they received the lion’s share of

the taxable estate.15 With those two things in mind--and without an estate-tax

apportionment in the will saying otherwise--we also find that a significant increase

in the valuation of the Ranch Interest for estate-tax purposes might well have

forced the Trust--which was the remainder beneficiary of the estate and whose

sole beneficiaries were Shana and Brett--to sell at least parts of the ranch to pay

the estate tax.

III.   Reporting the Sale of the Conservation Easement

       In May 2007--almost ten years after the estate settled its tax liability--the

California Rangeland Trust bought a conservation easement on the Preuschoff

Ranch for $1.12 million. Reflecting its 13/16th interest, the Trust received

$910,000 from that sale.

       The Trust and the siblings reported this deal in so muddled a way that the

IRS was bound to notice. In June 2008 the Trust’s accountants filed the Trust’s

2007 income-tax return, on which it reported the $910,000 sale price for the

conservation easement and a basis of about $100,000. After subtracting various


       15
         We note again that amounts owed to Bonnie as the surviving spouse were
already taken into account in computing the taxable estate. See supra note 7 and
accompanying text. The only other beneficiaries under Joseph’s will were his first
wife and their four children, who were each to receive $25,000 cash.
                                        - 11 -

[*11] other trust-level deductions, the Trust reported income of almost $720,000

and an income-distribution deduction in the same amount for distributions made to

the siblings.16 Shana and Brett’s Schedules K-1, Beneficiary’s Share of Income,

Deductions, Credits, etc., each reported a net long-term capital gain of nearly

$360,000.

      Almost four months later, though, the Trust filed an amended 2007 return.

On this return, the Trust listed the same sale price ($910,000), but reported a new

and nearly doubled basis, which reduced the Trust’s capital gain. Shana and

Brett’s amended Schedules K-1 each showed a reduced long-term capital gain of

about $310,000.

      But the siblings seemed to balk at reporting any gain at all. Brett and his

wife filed their 2007 return in June 2008 (before the Trust filed its amended

return), and Shana and her husband filed theirs in September 2008 (after the Trust

filed the amended return). Although Brett and Shana each had a K-1 from the

Trust showing over $300,000 in net long-term capital gain, neither of them


      16
        A trust is generally allowed to deduct taxable income distributed to its
beneficiaries. See secs. 651, 661. The income-distribution deduction
“‘implements the he-who-gets-the-income-pays-the-tax principle. If a trust keeps
income, the trust is supposed to pay tax on it. But if a trust distributes income, the
beneficiary is supposed to pay the tax.’” Daniels v. Commissioner, T.C. Memo.
2012-355, at *3 n.1 (quoting Tarpo v. Commissioner, T.C. Memo. 2009-222).
                                        - 12 -

[*12] reported any of this gain on their 2007 individual tax returns.17 This

mismatch spurred the Commissioner to send them each a CP2000 Notice--to Brett

and Kimberlee in February 2009, and to Brandon and Shana in August 2009.18

Each notice listed a proposed balance due, and stated that the amount of income

they reported on their respective 2007 Forms 1040 didn’t match the amounts

reported on documents the IRS received from third-party payors. For Brett, those

unreported amounts included not just the large capital gain from the original Trust

K-1, but also $924 of unreported interest income (which he has since stipulated

that he received); for Shana, those unreported amounts were the large capital gain

from the amended Trust K-1, and $15,000 of nonemployee compensation from a

Form 1099-MISC issued by Ogle Productions, Inc. Each notice also proposed an




      17
         Brandon and Shana later submitted an amended 2007 individual return to
the IRS in November 2009, but as we discuss infra note 20, that return is not at
issue here.
      18
         The IRS sends this notice (called in tax jargon a “CP2000 Notice”) to a
taxpayer when the income and payment information that the IRS has on file from
third parties for that taxpayer doesn’t match the entries reported on the taxpayer’s
return. See IRS, Understanding Your CP2000 Notice,
http://www.irs.gov/Individuals/Understanding-Your-CP2000-Notice (last visited
July 31, 2013).
                                        - 13 -

[*13] accuracy-related penalty. Neither couple paid, and the Commissioner

followed up with a notice of deficiency.19

      After receiving his notice of deficiency, Brett visited local CPA Paul

Simmons. Brett showed him the notice as well as his father’s estate-tax return to

ask him whether the Trust properly reported the basis of the Ranch Interest that led

to the long-term capital gain on the K-1s. After reviewing those papers, Simmons

testified that “it just didn’t seem right to me that something in 1994 was worth

nothing hardly.” Simmons then made a call to a friend whom he had used to

perform appraisals in the past to ask him to look at a piece of property to

determine its 1994 value. That friend was Richard Grey.

      Grey told Simmons that he had called the right guy--he was the one who

performed the 1994 appraisal for the Ranch Interest. Grey then told Simmons that

he had appraised the Ranch Interest at $1.963 million and eventually gave him a

copy of his field notes.

      This prompted Simmons to submit, in November 2009, yet another amended

2007 return for the Trust. This second amended return reported the same sale

      19
         Note that Brett’s CP2000 was based on the Trust’s original K-1, but
Shana’s was based on the Trust’s amended K-1. The Commissioner now believes
that the basis reported on the Trust’s original return was correct. The
Commissioner thus asked at trial to seek an increase in the deficiency for Shana
based on her original K-1, and we granted his motion.
                                         - 14 -

[*14] price, but now reported a basis of slightly less than $900,000, which shrank

the gain to less than $25,000. Simmons explained in an attachment that the

reduction in capital gain was “due to an error in the computation of basis for the

[Ranch Interest].” Trust-level deductions completely wiped out that gain, and

Brett and Shana’s new K-1s showed no long-term capital gain.20 In reporting an

inherited basis in the Ranch Interest that was much higher than its special-use

valuation, Simmons relied on Revenue Ruling 54-97, 1954-1 C.B. 113. He

described that revenue ruling as saying that “if there was a mistake made and you

could prove that the mistake was made and you had evidence that the value was

wrong, then you could use [the new] value.”

      The Commissioner stuck by his notices of deficiency. He argues that even

if the Trust’s initial value for the Ranch Interest was too low, perhaps absurdly

low, for land in California, it was still the value on which the estate calculated its

estate tax and thus the value that the Code and precedent compel the heirs to use in

computing their gain when part of that interest is sold.

      20
         Shana submitted an amended 2007 return around the same time that
reported the amounts listed on the Trust’s from the latest 2007 Trust return and the
$15,000 of nonemployee compensation income from Ogle Productions, Inc. It
appears the Commissioner didn’t accept this amended return, nor did he have any
obligation to do so. See Fayeghi v. Commissioner, 211 F.3d 504, 507 (9th Cir.
2000), aff’g T.C. Memo. 1998-297. The parties have since stipulated that Shana
had $15,000 in “unreported income” from Ogle Productions, Inc.
                                        - 15 -

[*15] The Van Alens and the Tomlinsons filed timely petitions, and we

consolidated their cases for trial in San Francisco. Both couples were California

residents when they filed their petitions and remain so today.

                                      OPINION

      The dispute here is over basis--the parties agree that the Trust received

$910,000 in proceeds from the sale of the easement. They disagree, however, on

the amount of passthrough capital gain from those proceeds that the siblings

should have reported. To determine that capital gain, we must first decide what

effect the Ranch Interest’s section 2032A valuation has on calculating the Trust’s

basis for the sale. Shana and Brett argue that the 2032A value doesn’t bind the

Trust. They say that Grey’s appraised value of the Ranch Interest provides clear

and convincing evidence that someone other than they made a mistake when

reporting the 2032A value. They also argue that we should look to Grey’s

appraised value as a starting point to redetermine what should have been the

2032A value--not to increase their father’s taxable estate, but rather only to

recalculate the Trust’s basis in the Ranch Interest.21




      21
         Indeed, the Commissioner couldn’t redetermine the Ranch Interest’s
2032A value reported on the Form 706 because the statute of limitations has run.
See sec. 6501.
                                        - 16 -

[*16] I.     Section 2032A Alternate Use Valuation

      We start with an explanation of the interplay between section 2032A and

general principles of estate-tax law. One of those general principles is that the

value of property for estate-tax purposes is its fair market value. See sec. 2031;

Estate of Elkins v. Commissioner, 140 T.C. ___, ___ (slip op. at 37) (Mar. 11,

2013); sec. 20.2031-1(b), Estate Tax Regs. And fair market value is the highest

and best use of the property on the valuation date. See Estate of Kahn v.

Commissioner, 125 T.C. 227, 240 (2005); Estate of Mitchell v. Commissioner,

T.C. Memo. 2011-94, 2011 WL 1598623, at *5. Section 2032A is an exception to

this general rule and embodies a congressional judgment that the heirs of small

businesses and farms should not be forced by death to sell their family’s legacy to

pay the taxman. See LeFever v. Commissioner, 100 F.3d 778, 782 (10th Cir.

1996), aff’g 103 T.C. 525 (1994). As we said in Estate of Maddox v.

Commissioner, 93 T.C. 228, 232 (1989):

             Congress was obviously troubled that family farms might have
      to be sold to pay estate taxes upon death of the owner if the value of
      the real estate were determined at its fair market value which in turn
      depended upon its “highest and best use.” Since such real estate
      might well be a tempting target for real estate developers, the “highest
      and best use” test could result in a valuation based on development
      purposes substantially in excess of the value of the property for use as
      a farm, with a concomitant large increase in estate taxes. Continued
      operation of the family farm might thus be in jeopardy since a sale of
                                        - 17 -

      [*17] the farm might be the only way to meet the increased tax
      burden. It was to address this problem that section 2032A was
      enacted.

      Section 2032A’s cure for this problem is to create an exception to the

general principle that an estate’s property is valued at its fair market value, and

instead allow it to choose to value some property on its actual use at the time of

the decedent’s death.22 LeFever, 100 F.3d at 782. To elect the special-use

valuation, section 2032A requires that the decedent must have been a citizen or

resident of the United States; the property must be qualified real property; the


      22
          Section 2032A allows for real property used in farming to be valued on
the basis of income capitalization. See LeFever v. Commissioner, 103 T.C. 525,
532 (1994), aff’d, 100 F.3d 778, 782 (10th Cir. 1996). The Code, however, limits
the special use valuation: “The aggregate decrease in the value of qualified real
property * * * which results from the * * * [election] * * * shall not exceed
$750,000.” Sec. 2032A(a)(2). (For estates of decedents dying in a calendar year
after 1998, the $750,000 ceiling on the aggregate valuation decrease is adjusted
for inflation. See sec. 2032A(a)(3) (added by the Taxpayer Relief Act of 1997,
Pub. L. No. 105-34, sec. 501(b), 111 Stat. at 845-46)). The Court has already
noted the aggressive prediscounted valuations of the Estate’s real property. This
seems to have enabled the estate to use nearly the entire $750,000. See supra
notes 12 and 13 and accompanying text.

       Subject to that limitation, the benefits of this special use valuation may be
combined with other valuation discounts in some circumstances. Compare Estate
of Maddox v. Commissioner, 93 T.C. 228, 229-31 (1989) (disallowing minority
interest discount), with Estate of Hoover v. Commissioner, 69 F.3d 1044 (10th
Cir. 1995) (distinguishing Estate of Maddox and allowing a minority interest
discount), rev’g 102 T.C. 777 (1994). These complex variations of section 2032A
valuation are not on the program in these cases, and we’ll discuss them no further.
                                         - 18 -

[*18] executor must elect to apply section 2032A; and--pay attention here--each

person who has an interest in the property must sign and file a personal liability

agreement. Sec. 2032A(a), (b), (d). The parties agree that Joseph’s estate met all

the requirements to elect the special-use valuation for the Ranch Interest. Their

dispute is about the effect that the estate’s valuation has on the Trust’s basis in the

Ranch Interest.

II.   Basis of Inherited Property

      We now look at the rules for figuring out the basis of inherited property.

The basis of inherited property is generally equal to its fair market value at the

date of the decedent’s death. Sec. 1014(a)(1). However, “in the case of an

election under section 2032A,” the basis of property acquired from a decedent is

“its value [as] determined under such section”--not its fair market value. Sec.

1014(a)(3); see also sec. 1.1014-3(a), Income Tax Regs (“[T]he value of property

as of the date of decedent’s death as appraised for the purpose of the Federal estate

tax or the alternate value as appraised for such purpose, whichever is applicable,

shall be deemed to be its fair market value”). This makes sense, as the U.S. Court

of Claims aptly explained:

      The identity of the two values in the congressional mind is clearly
      indicated by the fact that the election by the decedent’s estate to use
      the alternate valuation date binds the subsequent income tax payer.
                                        - 19 -

       [*19] This would be often meaningless if the value figure chosen did
       not bind him also.
              The success of an estate in getting through IRS audit a low
       valuation of property may turn into a Pyrrhic victory in the event of
       subsequent income taxation. This is a matter practitioners in the field
       are well aware of and it tends to minimize disputes as to the valuation
       of estates, where assets other than listed securities are involved, and
       especially with real property. It furthers the concept of self-
       assessment. * * *

Hess v. United States, 537 F.2d 457, 462-63 (Ct. Cl. 1976). This means that the

Trust’s inherited basis in the Ranch Interest should be its section 2032A value.23

After accounting for trust-level deductions and the distributions made by the Trust

to its beneficiaries, that basis would result in long-term capital gains of nearly

$360,000 to both Shana and Brett.

III.   Revenue Ruling 54-97

       The siblings, however, feel that they can overcome this straightforward

application of the Code with Revenue Ruling 54-97, which they argue lets the




       23
         Here there’s another niggling detail: The estate reported a final section
2032A value of $98,735, but the Commissioner conceded on brief that $102,226 is
the correct value. (This may reflect, for example, the cost of improvements to the
Ranch, which would increase the Trust’s basis.)
                                         - 20 -

[*20] Trust report a basis in the Ranch Interest different from its 2032A value.24

That revenue ruling says:

             For the purpose of determining the basis under section
      113(a)(5) of the Internal Revenue Code of property transmitted at
      death (for determining gain or loss on the sale thereof or the
      deduction for depreciation), the value of the property as determined
      for the purpose of the Federal estate tax shall be deemed to be its fair
      market value at the time of acquisition. Except where the taxpayer is
      estopped by his previous actions or statements, such value is not
      conclusive but is a presumptive value which may be rebutted by clear
      and convincing evidence.

Rev. Rul. 54-97, supra.25


      24
         Taxpayers can rely on published revenue rulings. See sec.
601.601(d)(2)(v)(d ), Statement of Procedural Rules (“Revenue Rulings * * * do
not have the force and effect of Treasury Department Regulations * * *, but are
published to provide precedents to be used in the disposition of other cases, and
may be cited and relied upon for that purpose”). They are not however binding on
us; since we review them only as “the opinion of a lawyer in the agency.” N. Ind.
Pub. Serv. Co. v. Commissioner, 105 T.C. 341, 350 (1995) (citation and internal
quotation marks omitted), aff’d, 115 F.3d 506 (7th Cir. 1997); see also Taproot
Admin. Servs., Inc. v. Commissioner, 133 T.C. 202 (2009), aff’d, 679 F.3d 1109
(9th Cir. 2012). We do, however, treat revenue rulings as concessions by the
Commissioner where those rulings are relevant to our disposition of the case.
Rauenhorst v. Commissioner, 119 T.C. 157, 171 (2002) (listing cases).
      25
         In the nearly sixty years since its issuance, we have cited this revenue
ruling twice--and one of those citations was in a dissent. See Feldman v.
Commissioner, T.C. Memo. 1968-19, 1968 Tax Ct. Memo LEXIS 275, at *13 (“It
is well settled that the value at which property is returned for estate tax purposes is
prima facie the value for the purpose of computing depreciation and gain or loss
on subsequent sale. Such value is not conclusive but is a presumptive value which
may be rebutted by clear and convincing evidence. The value at which property is
                                                                          (continued...)
                                       - 21 -

[*21] Throwing a lasso around that language, Shana and Brett try to tie up their

ample evidence--clear and convincing evidence, they say--that the reported section

2032A value was wrong. They rely on Grey’s “appraisal and conclusion of value”

of $1.963 million, which they say “is extremely credible as it was prepared near

the decedent’s death, in his capacity as a deputy probate referee, for the purposes

of probating the property and not prepared in response to litigation.” Using a fair

market value of $1.963 million, they ask that--after applying the “reduction in fair

market value limitation” under section 2032A(a)(2)--we increase the 2032A value

to about $1.375 million for purposes of determining the Trust’s inherited basis in

the Ranch Interest.26


      25
         (...continued)
returned for estate tax purposes is, however, entitled to great weight”); Estate of
Mueller v. Commissioner, 107 T.C. 189, 226-27 n.23 (1996) (Beghe, J.,
dissenting) (noting Commissioner’s inconsistent treatment of shares at issue) (“It
would be inconsistent to hold * * * shares to have had one value for estate tax
purposes and another for income tax purposes. There is a presumption that the
estate tax value of an asset is correct and applies also to determine income tax
basis.”), aff’d, 153 F.3d 302 (6th Cir. 1998).
      26
         Here’s the math: As mentioned supra note 22, the aggregate reduction
from the fair market value of all properties that have elected a 2032A special use
valuation can’t exceed $750,000. See sec. 2032A(a)(2). Shana and Brett argue
that since the Ranch Interest constituted 78.32% of the fair market value of the
qualified properties (on the basis of a $1.963 million fair market value), the Ranch
Interest should be allocated just over 78% of the allowable $750,000 deduction.
See Boris I. Bittker & Lawrence Lokken, Federal Taxation of Incomes, Estates
                                                                       (continued...)
                                        - 22 -

[*22] We think this would be a difficult argument to win with. Section 113(a)(5)

of the Internal Revenue Code of 1939 is substantially identical to current section

1014(a)(1), and it might be reasonable for taxpayers to rely on this revenue ruling

if they were calculating their basis under section 1014(a)(1). But the Van Alens

and the Tomlinsons are arguing about basis that the Code tells us to calculate

under section 1014(a)(3), which says that inherited basis should equal its 2032A

value.

         The siblings, however, say it would be wrong to saddle them with the

lowball value of the estate-tax return, because it was an executor and guardian ad

litem who signed off on that value, not the two heirs themselves. We don’t think

we need to settle the argument about the old revenue ruling’s applicability here,

because the Commissioner points us to a different, and possibly clearer doctrine

that might solve this case--the duty of consistency. He says that this duty of




         26
        (...continued)
and Gifts, para. 135.6.7, at 135-110 (2d ed. 1993) (when the election covers two or
more qualified properties and the reduction in value exceeds the $750,000 limit,
the reduction should be applied pro rata among the properties.) Based on that
percentage, Shana and Brett acknowledge, the Ranch Interest could only be
reduced from $1.963 million to about $1.375 million under section 2032A.
                                       - 23 -

[*23] consistency, as developed in our caselaw, trumps the siblings’ invocation of

the old Revenue Ruling.27

IV.   Duty of Consistency

      The duty of consistency “serves to prevent inequitable shifting of positions

by taxpayers.” Janis v. Commissioner, 461 F.3d 1080, 1085 (9th Cir. 2006), aff’g

T.C. Memo. 2004-117. An equitable doctrine also known as quasi-estoppel, the

duty of consistency “is based on the theory that the taxpayer owes the

Commissioner the duty to be consistent with his tax treatment of items and will

not be permitted to benefit from his own prior error or omission.” LeFever, 103

T.C. at 541. The Ninth Circuit has opined:

      “When all is said and done, we are of the opinion that the duty of
      consistency not only reflects basic fairness, but also shows a proper
      regard for the administration of justice and the dignity of the law.
      The law should not be such a[n] idiot that it cannot prevent a taxpayer
      from changing the historical facts from year to year in order to escape
      a fair share of the burdens of maintaining our government. Our tax
      system depends upon self assessment and honesty, rather than upon
      hiding of the pea or forgetful tergiversation.”

Janis, 461 F.3d at 1085 (quoting Estate of Ashman v. Commissioner, 231 F.3d

541, 544 (9th Cir. 2000), aff’g T.C. Memo. 1998-145). The Ninth Circuit has

listed three conditions that we have to find before we can invoke this duty:

      27
       We note that the siblings do not cite, much less rely on, section 1.1014-3,
Income Tax Regs., and we therefore do not address it.
                                        - 24 -

[*24] •      A representation or report by the taxpayer;

       •     reliance by the Commissioner; and

       •     an attempt by the taxpayer after the statute of limitations has run to
             change the previous representation or to recharacterize the situation
             in such a way as to harm the Commissioner.

See id.; Estate of Ashman, 231 F.3d at 545. If all those elements are present, the

Commissioner may act as if the previous representation--on which he relied--

continued to be true, even if it is not. And the taxpayer is estopped to assert the

contrary.

      We address each element.

      A.     Representation by the Taxpayers

      The big dispute here is over the first requirement--namely whether the

taxpayers here made a “representation” on the estate-tax return. Shana and Brett

argue that they couldn’t have done so because neither of them had any fiduciary

powers or control over the estate; they “were merely its beneficiaries.”

      We’re not persuaded.

      We consider first whether the siblings could be the “taxpayer” who is

making a “representation” on an estate-tax return. If it’s the same taxpayer who’s

making inconsistent statements at different times, it’s an easy case. But what

about a situation like this one, where it was an executor and a guardian ad litem
                                        - 25 -

[*25] who made the first representation and two heirs (now adults) who make the

second? The caselaw tells us that the duty of consistency “‘is usually understood

to encompass both the taxpayer and parties with sufficiently identical economic

interests.”’ Janis, 461 F.3d at 1085 (quoting LeFever, 100 F.3d at 788). There are

lots of cases that hold that the duty of consistency binds an estate’s beneficiary to

a representation made on an estate-tax return if that beneficiary was a fiduciary of

the estate. See, e.g., Estate of Letts v. Commissioner, 109 T.C. 290, 298 (1997);

Cluck v. Commissioner, 105 T.C. 324, 333 (1995); Janis v. Commissioner, T.C.

Memo. 2004-117, 2004 WL 1059516, at *11 (listing cases). But the cases don’t

limit us to that situation and instead say that the question of whether there is

sufficient identity of interests between the parties making the first and second

representation depends on the facts and circumstances of each case. See, e.g.,

Estate of Letts, 109 T.C. at 298; Cluck, 105 T.C. at 335; Janis, 2004 WL 1059516,

at *11.

      We think it makes the most sense to gauge whether the specific economic

interests of those making the earlier and later representations are sufficiently

identical. And here we have to find that they are. Both Shana and Brett, and their

father’s estate, benefited from a reduced estate tax. If the estate had valued the

Ranch Interest at $1.375 million under section 2032A (the amount now asserted
                                         - 26 -

[*26] by the siblings), the tax liability of the estate would probably have gone up

by over half a million dollars. See former sec. 2001(c)(1). Under California

probate law, the Trust--which would have received more than half of the value of

Joseph’s estate as its residual beneficiary--would have been responsible for paying

over half of that additional liability. And Shana and Brett were the Trust’s sole

beneficiaries.

      Shana and Brett argue, however, that even if their economic interests were

sufficiently identical, that’s still not a close enough relationship to bind them to

the valuation reported on the estate tax return. They point out that the Ninth

Circuit in Janis also required a “sufficient privity of interest between the parties.”

And, because they weren’t the estate’s fiduciaries, they argue “it is indisputable

that they did not have sufficient privity of interest.”

      Let’s take a closer look.

      Since Ninth Circuit law controls here,28 we start with the facts of Janis.

Janis did not involve an individual taxpayer trying to disavow an estate’s section

2032A special-use valuation. Instead, the taxpayer-husband in Janis, in his

capacity as the coexecutor of his father’s estate, valued his father’s art collection at

      28
         Because these cases are appealable to the Ninth Circuit, we follow that
court’s precedent. See, e.g., Golsen v. Commissioner, 54 T.C. 742, 757 (1970),
aff’d, 445 F.2d 985 (10th Cir. 1971).
                                        - 27 -

[*27] about $12.4 million on the estate-tax return. Janis, 461 F.3d at 1082. After

negotiations with the IRS, he agreed to a value of about $14.5 million and signed a

Form 890, Waiver of Restrictions on Assessment and Collection of Deficiency and

Acceptance of Overassessment. Id. As a beneficiary of the estate, he inherited a

portion of that collection. Id. at 1084. After the statute of limitations had passed

for the IRS to make further assessments of estate tax, he claimed a higher market

value as his basis. Id. at 1082-83. We sided with the Commissioner, holding that

the duty of consistency required that the taxpayers use as their basis the

collection’s value reported on the estate tax return. See Janis, 2004 WL 1059516,

at *11.

      The Ninth Circuit agreed, stating that the taxpayer-husband “had

overlapping and co-extensive interests as a beneficiary and co-executor of the

estate.” Janis, 461 F.3d at 1085. It then determined that the taxpayer-husband

“[a]s an heir, * * * had an economic interest in reducing the value of the taxable

estate, and as a co-executor, he had privity of interest with the estate, thus making

the duty of consistency appropriate under these circumstances.” Id. (citing

LeFever, 100 F.3d at 789).

      That language certainly suggests that the Ninth Circuit believes that the

doctrine should not be applied to just any estate beneficiary. But the siblings here
                                       - 28 -

[*28] weren’t merely just beneficiaries of the estate that had nothing to do with

filing the estate-tax return. On two occasions, Shana and Brett (through his

guardian ad litem) executed agreements for the estate tax return consenting to the

election to value the Ranch Interest under section 2032A--an agreement

specifically acknowledging that it was a condition precedent to making the

election.

      One might think Brett has a stronger argument--he didn’t sign either version

of the special valuation agreement because he was a minor, and Virginia’s

signature as his guardian ad litem was not his representation. Citing Ford v.

United States, 276 F.2d 17 (Ct. Cl. 1960), Brett says that “courts disfavor the

application of the duty of consistency because of the inequity imposed upon a

minor.” But here, unlike the taxpayers in Ford, the minor--Brett--was represented

by a guardian ad litem, and that guardian was required to make a representation on

the estate-tax return for the section 2032A election to be effective. And as noted

earlier, neither Brett nor Shana have alleged that Virginia lacked the power to act

as his guardian ad litem or that her representation breached any fiduciary duties.

      They contend that they had no involvement in the preparation of the estate-

tax return; rather “it was their stepmother, with whom they had a strained

relationship, who was conducting all estate administration duties.” Thus, they say
                                        - 29 -

[*29] that they “should not be deemed to somehow have privity of interest in the

Estate simply because their stepmother had them sign the special valuation

agreement.” Even if we were to construe this allegation to imply a claim that

Bonnie exerted undue influence or otherwise coerced Shana or Virginia (in her

capacity representing Brett) to sign the agreement, they have not proven any facts

supporting such a claim.

      In this regard, we find significant the Ninth Circuit’s citation of LeFever

with approval when mentioning the term “privity of interest.” See Janis, 461 F.3d

at 1085. LeFever also involved taxpayers trying to disavow a section 2032A

election. The taxpayers, one of whom was an executor of the estate that elected

the 2032A valuation, were both qualified heirs to the 2032A property. LeFever,

100 F.3d at 783. As required by section 2032A, they both signed agreements

consenting to personal liability for any additional taxes imposed as a result of the

sale of the qualified property or cessation of a qualifying use. Seven years after

they filed the election, the Commissioner determined that they had stopped using

the property for a qualified use. The taxpayers argued that they were never

actually entitled to the special-use valuation and that the three-year statute of

limitations barred additional assessments against the estate. Id.
                                         - 30 -

[*30] We applied the duty of consistency to preclude them from denying the

validity of the special-use election. See LeFever, 103 T.C. at 525. In doing so, we

took great pains to emphasize the representations that the taxpayers had made as

qualified heirs on the decedent’s estate-tax return. See id. at 544. On appeal, they

contended that they shouldn’t be bound by representations made in the estate-tax

return because they weren’t the same taxpayer as the one on whose behalf the

estate-tax return was filed. See LeFever, 100 F.3d at 786.

      The Tenth Circuit rejected their argument. Although it acknowledged some

authority that an heir should not be bound by representations of the estate’s

executor, id. at 788 (citing Ford, 276 F.2d at 17), it said that the “the duty of

consistency is usually understood to encompass both the taxpayer and parties with

sufficiently identical economic interests.” Id. The Tenth Circuit held that the

taxpayers--as qualified heirs--did have an economic interest in reducing the value

of the taxable estate. Id. at 789. It also held that the taxpayers “had sufficient

privity of interest with the estate’s executor for the application of the duty of

consistency.” Id. Although mentioning that one of the taxpayers was also the

estate’s executor, the Tenth Circuit placed more emphasis on the fact that both

taxpayers made a representation on the estate-tax return in their capacities as

qualified heirs: They both signed the agreement consenting to the election, a
                                         - 31 -

[*31] prerequisite to obtaining the special-use valuation. See id. at 788-89

(“[B]oth [taxpayers] signed a consent form to the taking of the election”); id. at

789 (“Petitioners represented that [the properties] qualified for the special use

valuation election in the estate tax return and supporting documents.”’ (Emphasis

added). The Court therefore held that the taxpayers were bound by the duty of

consistency to representations made on the estate-tax return. Id. Because the

Commissioner relied on those representations, and the taxpayers attempted to

change their position after the running of the statute of limitations, the Tenth

Circuit concluded that we had properly applied the doctrine. Id.

      As in LeFever, Shana and Brett’s affirmative consent to elect the section

2032A special use valuation as qualified heirs distinguishes them from

beneficiaries that have nothing at all to do with the filing of the estate-tax return.

Cf. Shook v. United States, 713 F.2d 662, 668 (11th Cir. 1983) (“None of the * * *

estoppel cases extend the [duty of consistency] doctrine to an estate beneficiary for

merely indicating approval of the executors’ handling over which they have total

control and the beneficiary none”); Ford, 276 F.2d at 22 (refusing to bind taxpayer

beneficiaries of estate to an estate valuation of stock because both taxpayers were

minors without knowledge of what was reported on their father’s estate tax

return). The IRS could not have accepted the special valuation without the
                                        - 32 -

[*32] representations they made on the special valuation agreements. See sec.

2032A(a)(1)(B), (d)(2). Their representations were essential to getting that estate-

tax return filed, and so we find that their execution of the special valuation

agreements, together with their shared economic interests with their father’s estate,

bind them to the special-use valuation reported on the estate-tax return.

      B.     The Commissioner’s Reliance and Taxpayers’ Change in Position
             After Statute of Limitations Has Expired

      Shana and Brett don’t appear to contest the existence of the second and third

elements here: Reliance by the Commissioner and, after the limitations period, a

change in the taxpayers’ position in a way that’s harmful to the Commissioner.

But just to be sure, we specifically find that the Commissioner relied on the

section 2032A election. The statute of limitations for assessment of estate tax then

ran. See sec. 6501(a). And, only after it ran did Shana and Brett argue that the

section 2032A valuation was grossly understated. “The Commissioner was surely

prejudiced by this change in position because the Commissioner can no longer

collect the tax deficiency occasioned by Petitioners’ turnabout.” Janis, 461 F.3d at

1080. Accepting Shana and Brett’s invitation to revise the section 2032A election

would allow them to whipsaw the Commissioner. The estate could escape the

burden of an additional estate tax on $1.2 million of value while at the same time
                                        - 33 -

[*33] giving the Trust (and Shana and Brett as its sole beneficiaries) an extra $1.2

million of basis to offset amounts realized from the conservation easement sale as

well as future sales of the Ranch Interest. This cannot be right.

      We rest our holding on the unequivocal language of section 1014(a)(3).

That section requires that the Trust’s inherited basis in the Ranch Interest equal

the section 2032A special-use valuation. And we rest it as well on a duty of

consistency that is by now a background principle of tax law. But we also note

that the section 2032A election served its purpose here--it allowed an illiquid

estate to pay a reduced estate tax, which likely prevented the forced sale of real

property that Shana and Brett eventually acquired as the sole beneficiaries of the

Trust. We are not saying that Shana and Brett engaged in any sort of “tax

gamesmanship”, Janis v. Commissioner, 461 F.3d at 1087, but we do reaffirm the

principle that “‘a taxpayer may not, after taking a position in one year to his

advantage and after correction for that year is barred, shift to a contrary position

touching the same fact or transaction’”, id. at 1086 (quoting Estate of Ashman,

231 F.3d at 543); see also LeFever, 103 T.C. at 543 (“A taxpayer in this situation,

innocent or otherwise, who has already had the advantage of a past alleged

misstatement--such advantage now beyond recoupment--may not change his

posture and, by claiming he should have properly paid more tax before, avoid the
                                       - 34 -

[*34] present levy.”). Thus, even if Shana and Brett could rely on Revenue Ruling

54-97, supra, and that revenue ruling could trump the Code’s unambiguous

language, the duty of consistency estops them from rebutting even by clear and

convincing evidence the section 2032A value of the Ranch Interest.

V.    Penalties

      Section 6662(a) imposes a 20% accuracy-related penalty on the portion of

any underpayment attributable to one of five causes specified in subsection (b).

The Commissioner argues for imposing the penalty on both of the couples based

on two of those five causes: Negligence or intentional disregard of rules or

regulations, or a substantial understatement of income tax. See sec. 6662(b)(1)

and (2). Negligence includes any failure to make a reasonable attempt to comply

with the provisions of the Code. Sec. 6662(c). We have said that “‘[n]egligence is

a lack of due care or the failure to do what a reasonable and ordinarily prudent

person would do under the circumstances.’” Freytag v. Commissioner, 89 T.C.

849, 887 (1987) (quoting Marcello v. Commissioner, 380 F.2d 499, 506 (5th Cir.

1967), aff’g on this issue 43 T.C. 168 (1964) and T.C. Memo. 1964-299), aff’d,

904 F.2d 1011 (5th Cir. 1990), aff’d, 501 U.S. 868 (1991). A substantial

understatement of income tax exists if the amount of the understatement exceeds

the greater of 10% of the tax required to be shown on the return or $5,000. Sec.
                                        - 35 -

[*35] 6662(d)(1)(A). The Commissioner bears the burden of production, see sec.

7491(c), which requires him “‘only to come forward with evidence regarding the

appropriateness of applying a particular addition to tax or penalty to the

taxpayer’”, Good v. Commissioner, T.C. Memo. 2008-245, 2008 WL 4756483,

at *9 (quoting Weir v. Commissioner, T.C. Memo. 2001-184). We will focus on

negligence.

      We find that the Commissioner has met his burden of production. Before

filing his individual return, Brett received a K-1 generated from the Trust return

showing over $350,000 of capital gain. He and his wife were well aware of the

conservation-easement sale that created this capital gain, but they failed to report

any of it on their return--a decision we find contrary to what a reasonable and

ordinarily prudent person would do under the circumstances.

      It’s a similar story for the Tomlinsons. Before filing their return, they

received two K-1s for Shana from the Trust--the original one showing over

$350,000 of capital gain, and an amended one showing over $300,000. They too,

however, failed to report any of that gain on their individual return. They too

knew about the sale of the conservation easement.

      Once the Commissioner has met his burden, taxpayers must come forward

with persuasive evidence that the Commissioner’s determination is incorrect.
                                         - 36 -

[*36] Rule 142(a); Higbee v. Commissioner, 116 T.C. 438, 446-47 (2001). Both

siblings argue that they shouldn’t be liable for any penalty because that gain

stemmed from a value that they in good faith believed to be wrong after they

consulted with their CPA, Paul Simmons, whose advice was that the cost basis

reported for the conservation easement sale was way off.

      Taxpayers can avoid the penalty if they show they acted with reasonable

cause and in good faith. See sec. 6664(c)(1); sec. 1.6664-4(a), Income Tax Regs.

We look at all relevant facts and circumstances--the most important of which is the

extent of the taxpayers’ effort to assess their proper tax liability--to decide if they

did. See sec. 1.6664-4(b)(1), Income Tax Regs. Using somewhat circular

reasoning, the regulation says that reliance on professional advice can establish

reasonable cause and good faith “if, under all the circumstances, such reliance was

reasonable and the taxpayer acted in good faith.” Id. Caselaw says that the

siblings must prove three things to establish reasonable reliance:

      •      that Simmons was a competent professional who had sufficient
             expertise to justify reliance;

      •      that they provided him with necessary and accurate information; and

      •      that they actually relied in good faith on his judgment.
                                       - 37 -

[*37] See Neonatology Assocs., P.A. v. Commissioner, 115 T.C. 43, 99 (2000),

aff’d, 299 F.3d 221 (3d Cir. 2002); see also Charlotte’s Office Boutique, Inc. v.

Commissioner, 425 F.3d 1203, 1212 n.8 (9th Cir. 2005) (quoting with approval

the three-prong test), aff’g 121 T.C. 89 (2003). Assuming that they met the first

two elements, both the Van Alens and the Tomlinsons fail on the third: They

weren’t relying on Simmons’s advice when they filed their returns: Neither

sibling presented any evidence that he or she sought out--much less relied on--any

professional advice on the capital gain issue before filing. Simmons credibly

testified that they did not seek him out until November 2009, over a year after the

Van Alens and the Tomlinsons filed their returns. We therefore sustain the
                                          - 38 -

[*38] Commissioner’s determination to impose the section 6662(a) accuracy-

related penalty for failing to report the capital gain.29



                                                   Decisions will be entered for

                                         respondent.




      29
         The Van Alens also received two 1099-INT statements from Wells Fargo
reporting $924 of interest income, which they failed to report. Shana likewise
received a 1099-MISC from Ogle Productions, Inc., for $15,000 that she failed to
report. Negligence is “strongly indicated” where a taxpayer fails to report on his
income tax return an amount of income shown on an information return such as a
1099. See sec. 1.6662-3(b)(1)(i), Income Tax Regs. Neither couple provided any
explanation of why they failed to report this income. We therefore also uphold the
section 6662(a) accuracy-related penalty for portions of the underpayments due to
these smaller omissions.
