                 FOR PUBLICATION
 UNITED STATES COURT OF APPEALS
      FOR THE NINTH CIRCUIT

GARY D. HANSEN; JOHNEAN F.           
HANSEN,
                                           No. 05-70658
           Petitioners-Appellants,
               v.                           Tax Ct.
                                           No. 25191-96
COMMISSIONER OF INTERNAL
                                            OPINION
REVENUE,
             Respondent-Appellee.
                                     
              Appeal from a Decision of the
                United States Tax Court

                Argued and Submitted
        September 15, 2006—Seattle, Washington

                 Filed December 18, 2006

     Before: Mary M. Schroeder, Chief Circuit Judge,
   Richard C. Tallman and Carlos T. Bea, Circuit Judges.

                  Opinion by Judge Bea




                          19489
19492                 HANSEN v. CIR


                       COUNSEL

Terri A. Merriam, Pearson Merriam, P.C., Seattle, Washing-
ton, for the petitioner-appellants.
                       HANSEN v. CIR                    19493
Eileen J. O’Connor, Assistant Attorney General, Richard Far-
ber, Anthony T. Sheehan, Attorneys, Tax Division, U.S.
Department of Justice, Washington D.C., for the respondent-
appellee.


                         OPINION

BEA, Circuit Judge:

   Gary and Johnean Hansen (“Hansens”) appeal the judg-
ment of the Tax Court in Hansen v. Commissioner, T.C.M.
(RIA) 2004-269 (2004), upholding the Commissioner of
Internal Revenue’s (“Commissioner”) imposition of a negli-
gence penalty pursuant to I.R.C. § 6662(a) for claiming losses
in 1991 from a cattle partnership in which they had invested.
The Hansens claim error, asserting that the Tax Court ignored
relevant facts, applied an improper negligence standard, and
inadequately considered the Hansens’ own victimization as
members of the partnership. We have jurisdiction pursuant to
26 U.S.C. § 7482(a)(1) and affirm the Tax Court’s decision
upholding the negligence penalty.

                              I.

   The Hansens were partners in a total of six cattle-breeding
and tax-shelter partnerships promoted and run by Walter J.
Hoyt, III (“Hoyt”) from 1987 through 1996. In 1991, the Han-
sens claimed $32,306 in losses based on their participation in
the Hoyt partnership Durham Shorthorn Breed Syndicate
1987-C (“DSBS87-C”). These losses, combined with losses
from other Hoyt partnerships, reduced the Hansens’ adjusted
gross income (“AGI”) in 1991 from $70,266 to $17,471,
thereby lowering the Hansens’ 1991 taxes from $11,852 to
$799. In 1995, the Commissioner issued a Notice of Final
Partnership Administrative Adjustment for the 1991 tax year
of DSBS87-C and made computational adjustments on the
19494                        HANSEN v. CIR
Hansens’ 1991 tax return. These adjustments altered the Han-
sens’ $32,306 loss in DSBS87-C to income of $8,586, thereby
increasing the Hansens’ 1991 tax liability from $799 to
$8,523. Simultaneously, the Commissioner asserted an I.R.C.
§ 6662(a) negligence penalty against the Hansens for the
DSBS87-C deductions that resulted in the $7,724 underpay-
ment in 1991. Section 6662(a) allows for a negligence penalty
of 20% of the underpayment, which resulted in a negligence
penalty of $1,545.

                      A.    Hoyt Partnerships

   DSBS87-C was one of over one hundred cattle- and sheep-
breeding partnerships that Hoyt organized, promoted and
operated from 1971 through 1998.1 Hoyt enticed investors by
marketing the partnerships not only as investment opportuni-
ties but also as tax shelters. Beyond marketing and running
the partnerships, Hoyt acted as the tax matters partner (“TMP”)2
in each of the partnerships subject to the Tax Equity & Fiscal
Responsibility Act of 1982, 26 U.S.C. § 6231(a)(7). Further,
from approximately 1980 through 1997, Hoyt was a licensed
enrolled agent qualified to represent taxpayers before the IRS.
See 26 C.F.R. § 601.502(b)(3).

   In Hoyt’s capacities as TMP and as an enrolled agent, and
through tax preparation companies that he owned and ran
(“Tax Office of W.J. Hoyt Sons,” “Agri-Tax,” and “Laguna
  1
     A detailed history of the Hoyt partnerships is available in numerous
other cases involving the organization. See, e.g., River City Ranches #1
Ltd. v. Commissioner, T.C. Memo. 2003-150, 85 T.C.M. (CCH) 1365,
aff’d in part, rev’d in part, vacated in part, & remanded, 401 F.3d 1136
(9th Cir. 2005); Adams v. Johnson, 355 F.3d 1179, 1181-83 (9th Cir.
2004); Bales v. Commissioner, T.C. Memo. 1989-568, 58 T.C.M. (CCH)
431.
   2
     A TMP is a general partner designated to act as the TMP, or, in the
event the partnership fails to designate a TMP, a partner who has the larg-
est profits interest at the end of the taxable year. I.R.C. § 6231(a)(7)(A)-
(B).
                            HANSEN v. CIR                           19495
Tax Service”), Hoyt directed the preparation of the tax returns
of each partnership. He usually signed and filed the tax
returns on behalf of the partners such as the Hansens. Adams,
355 F.3d at 1182.

   In 1980, the IRS began auditing the Hoyt partnerships. This
led to numerous Tax Court cases. One of the more prominent
cases, and one that Hoyt utilized as support for the legitimacy
of all his partnerships and their accompanying tax benefits,
was Bales v. Commissioner, T.C. Memo. 1989-568, 58
T.C.M. (CCH) 431. The Bales decision ruled against the IRS.
Bales found that pre-1980 Hoyt partnerships were not eco-
nomic shams. Therefore, the deductions claimed through part-
nership expenses were legitimate. Id. at 447-51. Bales
specifically found that during the years before 1980, Hoyt was
operating a legitimate and, at times, thriving cattle business.
Id. at 440-43.

   Despite the setback of the Bales decision, the IRS contin-
ued its investigations into Hoyt partnerships, which led to the
freezing of income tax refunds to Hoyt partners in February
1993. At this time, the IRS also disallowed individual Hoyt
partners’ claimed benefits and ceased issuing tax refunds
stemming from the Hoyt partnerships. By 1997, the Hoyt
partnerships entered bankruptcy, and, in 1998, the Bankruptcy
Court consolidated all the assets and liabilities of the cattle
and sheep partnerships and sold off the little remaining live-
stock.3
  3
    By this time, Hoyt had been indicted on multiple counts of conspiracy
and fraud in violation of multiple federal laws. In 2001, Hoyt was found
guilty on each charge and was sentenced to almost 20 years in federal
prison and ordered to pay over $100 million in restitution. United States
v. Hoyt, No. 98cr529 (D. Or. 2001), aff’d by unpublished opinion, 47 Fed.
Appx. 834 (9th Cir. 2002), cert. denied, 537 U.S. 1212 (2003). The district
court judgment lists the Hansens as victims of Hoyt’s fraud.
19496                        HANSEN v. CIR
                 B.    The Hansens’ Investments

   Petitioner Gary Hansen graduated from California Poly-
technic State University with a degree in architecture and con-
struction engineering. Petitioner Johnean Hansen works as a
respiratory therapist. The Hansens have no formal business
training or experience in farming, ranching, or investment
partnerships. Their investment experience prior to their
investments in Hoyt partnerships included purchasing a home,
owning rental property, buying government bonds, opening
bank accounts, holding term life insurance, selling Amway
products, and participating in the retirement program spon-
sored by Mr. Hansen’s employer.

   The Hansens first learned of the Hoyt partnerships through
a coworker and attended a Hoyt information presentation in
Pasco, Washington in late fall 1986. The Hansens talked with
other partners at this time and received informational materi-
als. One of the materials the Hansens received, and subse-
quently relied upon in making their investment decision, was
a document entitled “Hoyt and Sons: the 1,000 lb. Tax Shel-
ter.” This document explained how the Hoyt partnerships
were designed to provide profits over time and emphasized
that the primary return on investment is realized through tax
savings.4 Based on the information in this document, partners
  4
    The tax savings were generated primarily through depreciation and
interest expenses associated with the various cattle herds. However, the
sheep- and cattle-breeding tax shelters were, in reality, largely economic
shams. At the time of the Hansens’ investment, for example, the IRS sus-
pected that the partnerships’ stated purchase price of the animals exceeded
the animals’ fair market value. Hoyt thus began depreciating the cattle at
a much higher dollar amount than the actual cost, which led to greater
depreciation deductions. Further, the IRS discovered that as early as 1980
Hoyt was selling and reporting cattle that did not, in fact, exist. Because
investors did not have an interest in specific herds, cattle were indiscrimi-
nately shuffled between partnerships for tax purposes. Hoyt’s practices
combined to enable him to report grossly exaggerated depreciation
expenses on the partners’ tax returns and to “plug in” fake interest
expenses, which expenses were conveniently sufficient to reduce to zero
partners’ tax liability.
                            HANSEN v. CIR                          19497
were to profit from their investment in two ways: first, Hoyt
would distribute partnership expenses among the partners,
which the partners could use as a deduction to offset other
sources of income; and second, the livestock would eventu-
ally be liquidated, which was expected to return a profit on
the initial investment. See Adams, 355 F.3d at 1181-82.

   The “1,000 lb. Tax Shelter” document contained a discus-
sion of risks and statements regarding the legality of the tax
savings. One such statement exclaimed: “If you’re like most,
your first impression of our program was, ‘This deal looks too
good to be true!’ ” One section of the document discussed the
potential of IRS audits and stated that the IRS will brand the
partnerships “an ‘abuse’ ” and will subject the partnerships to
“automatic” and “constant” audit.5 Because of these “cons-
tant” audits, the document contained an explanation of why
Hoyt’s organization alone should be trusted to prepare tax
returns for the partners:

      You will feel better when you see our name on your
      return, stating that all information is true. Then you
      have an affiliate of the Partnership preparing all per-
      sonal and Partnership returns and controlling all
      audit activity with the Internal Revenue Service.

The document referred to this strategy as “circling the wag-
ons” and depicted the IRS in an illustration as a Native Amer-
ican about to attack the “HS ‘Circle of Wagons.’ ” This
strategy allowed Hoyt to distribute partnership losses among
the partners as needed to minimize partners’ tax liability:

      If a Partner needs more or less Partnership loss any
      year, it is arranged quickly within the office, without
  5
   Hoyt included this warning because, as explained supra in footnote 4,
the IRS already had long suspected Hoyt’s cattle- and sheep-breeding part-
nerships were economic shams and therefore abusive tax shelters. See
River City Ranches #1 Ltd., 85 T.C.M. at 1370-72.
19498                   HANSEN v. CIR
    the Partner having to pay a higher fee while an out-
    side preparer spends more time to make the arrange-
    ments.

Finally, in a section entitled “Tax Aspects,” the document
warned investors as follows:

    Out here, tax accountants don’t read brands, and our
    cowboys don’t read tax law. If you don’t have a tax
    man who knows you well enough to give you spe-
    cific personal advice as to whether or not you belong
    in the cattle business, stay out. The cattle business
    today cannot be separated from tax law any more
    than cattle can be separated from grass and water.
    Don’t have anything to do with any aspect of the cat-
    tle business without thorough tax advice . . . .

   After reviewing this and other Hoyt promotional materials
and talking with existing partners, but without any assistance
or advice from a “tax man” independent of Hoyt, the Hansens
invested in the Hoyt partnerships in late 1986. Upon joining
the Hoyt partnerships, the Hansens signed documents giving
Hoyt permission to incur debt for which they would be per-
sonally liable. Mrs. Hansen testified that at the time of their
investment, she and her husband believed it would provide
not only tax benefits but also a retirement income.

   During the course of their investment, the Hansens partici-
pated in the partnerships. Beginning as early as 1989, the
Hansens attended monthly meetings of local Hoyt partners at
which guest speakers were sometimes present. Mrs. Hansen
consistently read the materials obtained from the Hoyt organi-
zation, which included independent materials that discussed
the aspects of the Hoyt business such as cattle figures. Mrs.
Hansen attended two ranch tours (in 1990 and 1993) at which
she, along with other Hoyt partners, visited Hoyt ranches and
saw cattle and equipment. Mrs. Hansen made frequent tele-
                             HANSEN v. CIR                           19499
phone calls to the Hoyt organization when questions arose,
particularly when questions arose involving tax matters.

   The Hoyt organization prepared the Hansens’ tax returns
and refund claims from 1987 through 1991. In 1987, the Han-
sens reported on Schedule K-16 losses of $142,950. These
losses eliminated the Hansens’ 1987 tax liability, and they
filed a Form 1045, Application for Tentative Refund, to carry
back the excess loss in 1987 (the amount left over after reduc-
ing 1987 tax liability to zero) to 1984 and 1985. By so doing,
the Hansens received refunds of all the income tax they had
paid during these years. The Hansens continued to allow the
Hoyt organization to fill out the tax returns and apportion
partnership losses through 1991. The Hansens never sought
verification of the information by a tax adviser or accountant,
independent of Hoyt, on the Schedules K-1 or on their tax
returns. The Hansens estimate that from 1987 through 1998,
they sent the Hoyt organization over $100,000, which
included payment on notes, partnership “assessments,” contri-
butions to Hoyt sponsored partnership retirement accounts,
and 75% of the tax savings the Hoyt organization claimed to
have generated.

                        C.    IRS Involvement

   In December 1988 the IRS sent a letter informing the Han-
sens their 1987 return had been selected for audit.7 By letter
dated April 25, 1989, the Hansens received further notice that
the partnership DSBS87-C’s 1988 tax year was under review.
The letter stated in relevant part:
  6
     A Schedule K-1 is used as part of the tax return to report the partner’s
share of income, credits, deductions and other items resulting from the
partnership.
   7
     The Hansens received this letter prior to receiving the 1987, 1984, and
1985 refunds. Mrs. Hansen testified that when she and her husband
received these refunds without further correspondence from the IRS, they
felt that everything was “okay” with the deductions.
19500                       HANSEN v. CIR
      Based upon our review of the partnership’s tax shel-
      ter activities, we have apprised the Tax Matters Part-
      ner that we believe the purported tax shelter
      deductions and/or credits are not allowable and, if
      claimed, we plan to examine the return and disallow
      the deductions and/or credits. The Internal Revenue
      Code provides, in appropriate cases, for the applica-
      tion of a negligence penalty under section 6653(a)
      . . . with respect to the partners.

By the time they filed their 1991 tax return, the Hansens had
received eight notices informing them the IRS was beginning
an examination of various Hoyt partnerships in which they
had been involved, including DSBS87-C.

   Hoyt had warned the partners the IRS might undertake such
action. Regarding the IRS’s April 25, 1989 letter, Hoyt sent
a letter to the partners informing them to not worry about the
IRS’s threats of disallowance. On another occasion, Hoyt sent
a letter to partners expressly contradicting information the
IRS earlier had provided the partners regarding the time spent
by partners which they claimed as material participation in the
partnership.8 The IRS responded to Hoyt’s letter, pointed out
the problems in the letter, and urged partners to seek indepen-
dent advice if still confused.

   Despite these warnings and letters and express urging to
seek advice independent of Hoyt, the Hansens continued to
claim the deductions on their tax returns. Mrs. Hansen testi-
fied that she often corresponded with the Hoyt organization
when questions arose and that she read all the materials the
Hoyt organization sent her. Mrs. Hansen further testified that
she relied on the assurances offered by Hoyt and others within
his organization, particularly when issues with the IRS arose.
Because Hoyt loudly proclaimed the reach and authority of
  8
   Under I.R.C. § 469, such participation is necessary to claim deductions
for partnership losses.
                         HANSEN v. CIR                     19501
the Bales decision as vindication of the partnerships’ activities
and tax claims, particularly whenever tax complications with
the IRS arose, the Bales decision greatly influenced the Han-
sens’ decision to maintain their investment. Mrs. Hansen testi-
fied she read the Bales decision many times and that in her
mind, it legitimized the partnership activities.

                   D.   Procedural History

   In 1995 the Commissioner issued a Notice of Final Partner-
ship Administrative Adjustment (“FPAA”) for the 1991 tax
year of the DSBS87-C partnership. Following Hoyt’s failure
timely to petition the Tax Court for a redetermination of the
adjustments in the FPAA, the Commissioner adjusted the
DSBS87-C partners’ individual 1991 returns and applied a
negligence penalty against the partners for claiming a deduc-
tion arising from DSBS87-C. Pursuant to this negligence pen-
alty, the Hansens were charged a $1,545 penalty because of
their understatement of $7,724 in their 1991 tax return.

   The Hansens brought suit challenging the negligence pen-
alty in the United States Tax Court. Special Trial Judge Gold-
berg held a trial at which Mrs. Hansen was the only witness
to testify. Following the trial, the Tax Court issued an opinion
upholding the negligence penalty. Hansen v. Commissioner,
T.C.M. (RIA) 2004-269 (2004). The court specifically found
that the Hansens were negligent in using their Hoyt partner-
ship losses virtually to eliminate their 1984, 1985 and 1987
through 1991 income taxes because they had relied solely on
the Hoyt organization (which stood to receive the bulk of the
tax savings generated) and had failed independently to verify
the returns, despite repeated IRS warnings. Id. at 25. Further,
the court found the Hansens negligent in claiming losses on
their 1991 return because they had relied on the Schedules K-
1 issued by the Hoyt organization without knowledge of how
the losses were generated and without seeking tax advice
independent of Hoyt, despite repeated warnings to do so. Id.
at 25-26.
19502                        HANSEN v. CIR
   The Tax Court also rejected the Hansens’ contentions that
they had acted with reasonable cause and in good faith. Id. at
26-37. The court found that any reliance on tax advice from
the Hoyt organization alone or partners in the Hoyt organiza-
tion was insufficient because of the blatant conflicts of inter-
est inherent in such advice, i.e., the Hoyt organization was
promoting the scheme and receiving 75% of the tax benefit
from the Hansens’ investment.9 Id. at 27-29, 32-34. The court
also rejected the Hansens’ contention that the Bales decision
provided reasonable cause to claim the 1991 deduction
because the Bales case involved different investors, partner-
ships, years, and issues. Id. at 34-36. Finally, the court ruled
that although the Hansens were indeed victims of Hoyt’s
fraud, such victimization did not grant them license to act
negligently in claiming such large tax deductions. Id. at 36-
37.

   Because the Hansens do not challenge the Commissioner’s
disallowance of the various deductions, the sole issue before
us is whether the Tax Court correctly determined the Hansens
are liable under I.R.C. § 6662(a) for negligently understating
their tax liability on their 1991 return. We hold that the Tax
Court did not clearly err in upholding the negligence penalty.

                                    II.

                                     A.

  We review findings of negligence by the Tax Court under
the “clear error” standard. Zachary H. Sacks v. Commissioner,
82 F.3d 918, 920 (9th Cir. 1996). Accordingly, regarding the
Tax Court’s weighing of the evidence, “[w]e must uphold the
  9
    The court explained that reliance on professional advice must be “ob-
jectively reasonable”: “To be objectively reasonable, the advice generally
must be from competent and independent parties unburdened with an
inherent conflict of interest, not from the promoters of the investment.” Id.
at 27 (citations omitted).
                            HANSEN v. CIR                          19503
tax court’s finding unless we are ‘left with the definite and
firm conviction that a mistake has been committed.’ ” Wolf v.
Commissioner, 4 F.3d 709, 712 (9th Cir. 1993) (quoting
United States v. United States Gypsum Co., 333 U.S. 364, 395
(1948)).

                                   B.

   [1] The Internal Revenue Code (“Code”) imposes an
accuracy-related penalty on underpayments of tax arising
from the taxpayer’s negligence, which is equal to 20 percent
of the amount of the underpayment caused by taxpayer negli-
gence. I.R.C. § 6662(a), (b). The Code defines negligence as
“any failure to make a reasonable attempt to comply with the
provisions of [the Code],” Id. § 6662(c), and requires the tax-
payer to prove he acted with due care.10 See Collins v. Com-
missioner, 857 F.2d 1383, 1386 (9th Cir. 1988) (stating the
“Commissioner’s decision to impose negligence penalties is
presumptively correct”). Due care is an objective standard by
which the taxpayer must show that he acted as a reasonable
and prudent person would act under similar circumstances.
See id.; Treas. Reg. § 1.6662-3(b)(1). Negligence is “strongly
indicated” when “[a] taxpayer fails to make a reasonable
attempt to ascertain the correctness of a deduction, credit or
exclusion on a return which would seem to a reasonable and
prudent person to be ‘too good to be true’ under the circum-
stances.” Treas. Reg. § 1.6662-3(b)(1), (b)(1)(ii). We look at
   10
      Pursuant to amendments to the Code in 1998, see Internal Revenue
Service Restructuring and Reform Act of 1998, Pub. L. No. 105-206, 112
Stat. 685, the burden of production of evidence of taxpayer negligence
with respect of penalties is now on the Commissioner. See I.R.C.
§ 7491(c). However, since this case precedes the effective date of
§ 7491(c), the burden of production of evidence of lack of negligence
remains with the taxpayer. See Act of July 22, 1998, Pub. L. No. 105-206,
§ 3001(a), 112 Stat. 726. The process prior to the amendments following
imposition of the penalty consisted of the taxpayer contesting the penalty
in Tax Court before paying the penalties; at Tax Court, the taxpayer car-
ried the burden to demonstrate reasonable cause for the underpayment.
19504                      HANSEN v. CIR
both the underlying investment and the taxpayer’s position
taken on the tax return in evaluating whether a taxpayer was
negligent. Z.H. Sacks, 82 F.3d at 920.

   [2] The Code provides an exception to the negligence pen-
alty when a taxpayer can demonstrate both reasonable cause
for the underpayment and good faith in acting pursuant to
such cause. I.R.C. § 6664(c)(1); Treas. Reg. § 1.6664-4(a).11
The regulations further provide that the determination of rea-
sonable cause and good faith “is made on a case-by-case
basis, taking into account all pertinent facts and circum-
stances,” thereby adding a subjective element in determining
whether the exception applies. Treas. Reg. § 1.6664-4(b)(1).
Most important in this determination “is the extent of the tax-
payer’s effort to assess the taxpayer’s proper tax liability.” Id.

   [3] Before examining the facts of this case, we note here
the determination by two of our sister circuits that the Tax
Court correctly upheld the negligence penalty imposed by the
IRS on other partner-investors in DSBS87-C for the tax year
1991. Both Mortensen v. Commissioner, 440 F.3d 375 (6th
Cir. 2006) and Van Scoten v. Commissioner, 439 F.3d 1243
(10th Cir. 2006) considered many of the arguments before us
in this appeal and concluded the partner-investors were negli-
gent. Because the facts of this case are remarkably similar to
the facts of both Mortensen and Van Scoten, we are guided in
part by these holdings.

                                  C.

  The Hansens put forth a variety of arguments as to why the
Tax Court clearly erred and as to why they acted with reason-
able cause and in good faith in their investments in the Hoyt
partnerships and in their tax deductions. Many of these argu-
ments are overlapping. As our analysis will show, none of the
  11
    The Hansens’ 1991 return is subject to Treas. Reg. § 1.6664-4 as it
existed on April 1, 1995. See Treas. Reg. § 1.6664-1(b)(2)(i).
                        HANSEN v. CIR                    19505
Hansens’ arguments demonstrate the Tax Court clearly erred
in upholding the negligence penalty. Because “negligence in
the claiming of a deduction depends upon both the legitimacy
of the underlying investment, and due care in the claiming of
the deduction,” we examine both the Hansens’ initial invest-
ment and their actions throughout the course of the invest-
ment. Z.H. Sacks, 82 F.3d at 920.

                              1.

   Regarding both the objective negligence standard in I.R.C.
§ 6662(a) and the more subjective reasonable cause and good
faith exception in I.R.C. § 6664(c), the Hansens fail to dem-
onstrate the Tax Court clearly erred in finding they failed to
act as would a reasonable investor, or a reasonable unsophisti-
cated investor, faced with similar circumstances when the
Hansens invested in the Hoyt partnerships.

   [4] First, although warned to consult a “tax man” indepen-
dent of Hoyt ab initio, at no time before their investment did
the Hansens seek to verify the legitimacy of the tax benefits
of the investment from a source independent of Hoyt. From
the beginning of the investment, the Hansens were on notice
that the investment took an extremely aggressive tax posture
that could lead to frequent IRS audits. The Hansens admit-
tedly relied on the “1,000 lb. Tax Shelter” document, which
contained warnings to seek their own tax advice and to “stay
out” of the investment absent such advice. The document fur-
ther warned that the IRS considered the partnerships abusive
and would subject them to “constant” audit.

   [5] Other facts dating to the time of the investment sug-
gested the investment was highly suspicious. For example, the
Hansens were informed that all their tax returns should be
prepared by Hoyt to effectuate sound defenses against IRS
attacks. The Hansens further learned that Hoyt promised to
secure a refund of their prior three years of taxes based on
their investment. Despite these warnings and suspicious facts,
19506                       HANSEN v. CIR
the Hansens invested in the partnership without seeking veri-
fication of the partnerships and their accompanying tax strate-
gies from a source independent of Hoyt.

   [6] We have consistently held that given similar warning
signals, investors must undertake adequate investigations at
the time of investment to avoid the negligence penalty. In a
similar action contesting negligence penalties based on busi-
ness deductions, we stated that “[t]he discussions in the pro-
spectuses of high write-offs and the risk of audits should have
alerted taxpayers that their deductions were questionable at
best. Despite these warning signals, taxpayers did not reason-
ably investigate the venture before investing.” Collins, 857
F.2d at 1386. We came to the same conclusion in Z.H. Sacks,
where the prospectus warned of the risk of investment, yet the
investors failed to conduct an adequate investigation. 82 F.3d
at 920. Similarly, in Allen v. Commissioner, we held that a
“plethora of warning signals surrounding the transaction were
sufficient to force the [investors] reasonably to investigate the
contribution scheme before they went forward.” 925 F.2d
348, 353 (9th Cir. 1991).

   The Hansens argue the warning signals were insufficient to
put them on notice to conduct further investigation into the
scheme. They point to other information in the “1,000 lb. Tax
Shelter” discussing the legitimate nature of the business and
argue that announcing the risk of audit does not mandate a
negligence penalty. The Hansens further argue that the Tax
Court ignored evidence that they reviewed independent maga-
zines prior to investing.

   [7] However, these arguments do not negate the fact that
clear warning signals were actually present at the time of
investment; therefore, nothing the Hansens put forth demon-
strates the Tax Court committed clear error in finding inade-
quate the Hansens’ investigation regarding the tax benefits
prior to investing.12 Each of the Tax Court’s findings is sup-
  12
    There is no evidence in the record to suggest that either the Hansens’
discussions with other partners or their reviews of independent magazines
prior to investing concerned tax advice.
                        HANSEN v. CIR                    19507
ported in the record, and it makes no unwarranted inferences
concerning the Hansens’ knowledge or action at the time of
investment. Considering both the Sixth Circuit in Mortensen
and the Tenth Circuit in Van Scoten affirmed the Tax Court’s
determination, the Tax Court’s findings here should likewise
be upheld. See Mortensen, 440 F.3d at 380-81; Van Scoten,
439 F.3d at 1252-60.

                              2.

   [8] Next, the Tax Court found the Hansens’ actions during
the course of investment insufficient to establish they acted
with reasonable care. The record indicates that throughout
their investment, the Hansens relied on the Hoyt organization
to prepare their individual tax returns. The Hoyt organization
also reported the Hansens’ share of partnership losses on
Schedule K-1, which the Hansens never verified by recourse
to a source independent of Hoyt. Based on the tax returns pre-
pared by the Hoyt organization and the refunds the Hansens
received, during the years 1984 through 1991, the Hansens
paid only $6,511 in taxes on $406,645 of non-Hoyt related
income.

   [9] Additionally, the IRS sent the Hansens numerous warn-
ings regarding the propriety of the deductions based on the
Hoyt partnerships. From June 1989 through February 1992,
the Hansens received eight notices from the IRS informing
them the IRS was beginning audits of partnerships such as
DSBS87-C. Without any investigation or advice independent
of Hoyt regarding these notices, other than to discuss the mat-
ters with members of the Hoyt organization, the Hansens
claimed $59,476 in partnership losses in 1991, $32,306 attrib-
utable to DSBS87-C. According to the Tax Court, such
action, in light of the numerous warnings from the IRS and
the disproportionately large tax savings in relation to the
investment, was enough to constitute negligence.

  The Tax Court did not commit clear error in so holding.
The Hansens put forth the following arguments as to why they
19508                   HANSEN v. CIR
acted reasonably in claiming the 1991 deduction from
DSBS87-C: (1) Hoyt was an enrolled agent; (2) the Hansens
discussed the state of the partnership with other Hoyt part-
ners; (3) the Hansens indirectly relied on professionals con-
sulted by other partners and by the Hoyt organization; (4) the
Hansens personally monitored the Hoyt business by reading
information sent to them and participating in ranch tours; and
(5) the Hansens received refunds after the IRS notified them
it might audit their returns. However, each of these alleged
defenses involves either pure reliance on the Hoyt organiza-
tion or large assumptions regarding the state of the partner-
ships based both on information from the Hoyt organization
(and in some instances independent articles) and on IRS inac-
tion.

   [10] As the Tax Court explained, the Hansens’ “investiga-
tion into the partnership went no further than members of the
Hoyt organization and other Hoyt partner-investors.” Hansen
v. Commissioner, T.C.M. (RIA) 2004-269, 33 (2004) We
have previously held that a taxpayer cannot negate the negli-
gence penalty through reliance on a transaction’s promoters or
on other advisors who have a conflict of interest. See Neely
v. United States, 775 F.2d 1092, 1095 (9th Cir. 1985)
(“Reasonable inquiry as to the legality of the tax plan is
required, including the procurement of independent legal
advice when it is common knowledge the plan is question-
able.” (emphasis added)); accord Zmuda v. Commissioner,
731 F.2d 1417, 1422 (9th Cir. 1984). Although the Hansens
may have done some things to keep track of the Hoyt partner-
ships, it was not clear error for the Tax Court to conclude that
even a taxpayer with similar characteristics as the Hansens in
a similar situation would seek further advice based on the
warning signs present throughout the investment. Given facts
analogous to the present case, the Sixth Circuit in Mortensen
concluded the investor’s actions constituted little more than
“hunker[ing] down.” 440 F.3d at 389. The Tenth Circuit held
the same. Van Scoten, 439 F.3d at 1256 (holding that “the
Van Scotens[sic] investment monitoring efforts, which mostly
                              HANSEN v. CIR                            19509
consisted of reviewing information provided by the Hoyt
organization” did not cure the failure to seek independent tax
advice regarding the validity of the cattle partnerships and the
concomitant tax deductions). We agree and decline to find
clear error in the Tax Court’s holding.

                                      3.

  We address two final arguments: (1) whether the Bales
decision justifies the Hansens’ actions,13 and (2) whether the
Hansens’ victimization precludes a finding of negligence.

   [11] We agree with the Sixth Circuit’s discussion of Bales
in Mortensen. See 440 F.3d at 391-92.14 Mortensen ruled that
seeking professional advice, or reading a court opinion, may
be a defense to a charge of negligence. 440 F.3d at 392. How-
ever, reliance on any type of professional advice must be rea-
sonable given the circumstances of the taxpayer. Factors such
as the differences between the Bales partnerships and those in
which Mortensen had invested and the lack of any preclusive
effect of Bales in prohibiting the Commissioner from chal-
lenging Hoyt partnership deductions persuaded the Sixth Cir-
cuit from finding clear error on the part of the Tax Court. Id.

   [12] Although we recognize that “good faith reliance on
professional advice is a defense” to the negligence penalty,
like the Sixth Circuit we also examine the circumstances sur-
rounding the advice to determine whether the taxpayer’s
actions were reasonable. See Collins, 857 F.2d at 1386. Any
reliance on the Bales decision, therefore, must be viewed not
  13
      The Hansens claim the Tax Court clearly erred in not finding Bales
either controlling or evidence of reasonable cause by pointing to numerous
similarities between the partnerships at issue in Bales and the partnerships
of which they were members.
   14
      The Tax Court’s discussion of Bales in this case is identical to its dis-
cussion of Bales in Mortensen. Compare Mortensen v. Commissioner, 88
T.C.M. (CCH) 278, 252-53 (2004), with Hansen v. Commissioner, T.C.M.
(RIA) 2004-269 (2004).
19510                        HANSEN v. CIR
only in light of the numerous warning signs present through-
out the investment, as discussed above, but also in recognition
of the problems associated with such reliance as explained by
the Sixth Circuit, i.e., lack of preclusive effect of Bales, and
the Commissioner’s continuing challenges to partnership
deductions, etc. In addition, a review of the record confirms
the Tax Court’s determination that although Mrs. Hansen read
the Bales decision, no evidence proves she had any under-
standing or reliance on the decision independent of what Hoyt
explained the decision to mean.15 Thus, the Tax Court did not
clearly err in holding Bales did not justify the Hansens’
actions.

   [13] Finally, the Hansens contend that Hoyt’s massive
deceptions made it impossible for them to uncover the true
status of the partnerships. They argue that because it was
extremely difficult for the IRS to uncover the full extent of
Hoyt’s fraud, the possibility of the Hansens uncovering the
fraud, even with professional legal and tax advice, was nil.
The Hansens weave the thread of victimization throughout
their argument, claiming that the victims should not be further
punished. In so doing, however, the Hansens misunderstand
the nature of the negligence penalty. As the Mortensen court
explained, “the issue is not whether a taxpayer is wholly suc-
cessful in determining the tax legitimacy of a desired invest-
ment, but whether he is negligent for not reasonably
investigating in the first place.” 440 F.3d at 390. Our sole
inquiry is whether the Tax Court clearly erred in its finding
the Hansens failed to exercise the due care that is to be
expected of a reasonable and prudent person under the cir-
cumstances in filing their tax return. See Allen, 925 F.2d at
  15
    Furthermore, the record shows that the Hansens continued to receive
notices from the IRS that they planned to audit the partnerships, even after
the Bales decision. In fact, as noted above, prior to filing their 1991 tax
return, the Hansens had received eight notices informing them the IRS was
beginning an examination of various Hoyt partnerships in which they had
been involved.
                        HANSEN v. CIR                    19511
353. Had the Hansens sought verification of the legitimacy of
their investment and the associated tax deductions from a
source independent of Hoyt, their victimization arguments
would be more persuasive, even if the independent advice had
failed to uncover the full extent of Hoyt’s scam. With the
record before us, however, we conclude that while the Han-
sens put forth evidence of their good faith and victimization,
they put forth nothing that proves the Tax Court’s determina-
tion they were negligent was clearly erroneous.

                             III.

   In sum, we affirm the decision of the Tax Court upholding
the negligence penalty imposed on the Hansens for their 1991
deductions stemming from their investment in the Hoyt part-
nership DSBS87-C. In light of the numerous warning signals
brought home to the Hansens, the arguments concerning their
diligence prior to investing and throughout the investment fail
to demonstrate the Tax Court committed clear error. Further,
the Bales decision and the fact of the Hansens’ victimization,
while unfortunate, do not constitute sufficient evidence to
demonstrate the Tax Court’s negligence finding constituted
clear error.

  AFFIRMED.
