                         T.C. Memo. 2007-377



                       UNITED STATES TAX COURT



 STONE CANYON PARTNERS, JCB STONE CANYON INVESTMENTS, LLC, TAX
                 MATTERS PARTNER, Petitioner v.
          COMMISSIONER OF INTERNAL REVENUE, Respondent



     Docket No. 9664-07.                 Filed December 26, 2007.



     Richard E. Hodge, William E. Johnson, Steven R. Mather, and

Elliott H. Kajan, for petitioner.

     Michael L. Boman, for respondent.



                         MEMORANDUM OPINION


     VASQUEZ, Judge:    This case is before us on petitioner’s

motion to dismiss for lack of jurisdiction pursuant to Rule

240(c) on the grounds that respondent has failed to issue a valid
                                   - 2 -

notice of final partnership administrative adjustment (FPAA).1

Further, respondent moved to dismiss for lack of jurisdiction on

the grounds that the petition is untimely.        See generally

Kligfeld Holdings v. Commissioner, 128 T.C. 192 (2007), and

Notice 2000-44, 2000-2 C.B. 255, for a general description of the

transaction in this case.2

       The issue for decision is whether respondent’s mailing of

the FPAA met the notice requirement of section 6223(a).

                                Background

           Stone Canyon Partners (SCP) is a partnership, and

petitioner JCB Stone Canyon Investments, LLC (JCB), is a limited

liability company with John Bedrosian and Judith Bedrosian (the

Bedrosians) the sole members, holding their interest in JCB as

community property.3      JCB is the tax matters partner (TMP) of

SCP.


       1
        Unless otherwise indicated, all Rule references are to
the Tax Court Rules of Practice and Procedure, and all section
references are to the Internal Revenue Code in effect for the
year in issue.
       2
        This case involves the same or related parties as in
docket Nos. 12341-05 and 24581-06. Docket No. 12341-05 is based
on a statutory notice of deficiency sent to John and Judith
Bedrosian. Docket No. 24581-06 is based on an affected items
notice sent to John and Judith Bedrosian.
       3
        The validity of the partnership is a matter of dispute
between the parties. The use of terms in this opinion, for
purposes of the pending motion, does not express any view on the
validity of any of the entities mentioned. Soward v.
Commissioner, T.C. Memo. 2006-262.
                              - 3 -

     On or about October 16, 2000, SCP filed a Form 1065, U.S.

Partnership Return of Income for 1999, listing 875 Stone Canyon

Road, Los Angeles, California 90077-2911 (Stone Canyon) as its

address.   In addition, on the 1999 Form 1065, the addresses of

SCP’s two partners, JCB as TMP and Stone Canyon Investors, Inc.

(Investors), an S corporation wholly owned by John and Judith

Bedrosian as community property, were also listed as the Stone

Canyon address.   The address of John and Judith Bedrosian is not

listed on the Form 1065 or the Schedule K-1, Partner’s Share of

Income, Credits, Deductions, etc. (Schedule K-1), attached to

the Form 1065.

     On February 2, 2005, respondent mailed a notice of

beginning of administrative proceeding (NBAP) to commence a

partnership audit of SCP to John C. Bedrosian at 10550 Rocco

Drive, Los Angeles, California 90077-2904 (Rocco).4

     During 2004 and 2005 respondent mailed various items to Mr.

Bedrosian at the Rocco address.   On August 13, 2004, the

Bedrosians filed a Form 2688, Application for Additional

Extension of Time To File U.S. Individual Income Tax Return, for

2003 listing the Rocco address.



     4
        The proper address is 10550 Rocca Place, not Rocco Drive.
When informed of this address, respondent apparently transcribed
it incorrectly. Mail addressed Rocco Drive instead of Rocca
Place is still deliverable. Throughout this opinion, we use
Rocco.
                                - 4 -

     On February 18, 2005, Linda Olson (Olson), a certified

public accountant to whom the Bedrosians delegated a power of

attorney, sent Revenue Agent Deborah Smyth a letter informing

Agent Smyth of a change of address for SCP, JCB, and Investors.

Olson’s letter listed 270 North Canon Drive #1209, Beverly

Hills, California 90210 (North Canon), a private mailbox, as the

new address.   Olson did not have power of attorney for any of

the entities, only for the Bedrosians as individuals.

     On April 5, 2005, 3 days before the mailing of the 14

FPAAs, Olson notified Revenue Agent Smyth by telephone that the

Bedrosians’ mail could no longer be delivered to the North Canon

address and that 2934½ Beverly Glen Circle, #419, Los Angeles,

California 90077 (Beverly Glen) was the new private mailbox

being used by the Bedrosians.    Olson notified Revenue Agent

Smyth that the Bedrosians’ residence was still Rocco.    As a

result of the telephone conversation, Revenue Agent Smyth

prepared Forms 2363, Master File Entity Change, for SCP,

Investors, and the Bedrosians listing the Beverly Glen address.

     On April 8, 2005, respondent mailed 14 FPAAs regarding SCP

to addressees at three different addresses:    (1) Stone Canyon,

(2) Beverly Glen, and (3) North Canon.    Petitioner did not file

a petition to contest the FPAA until May 1, 2007, more than 2

years after the FPAAs had been sent.    No petition to contest the

FPAAs had previously been filed by any partner.    The FPAAs were
                              - 5 -

addressed as follows:

Stone Canyon Partners
c/o John Bedrosian
875 Stone Canyon Road
Los Angeles, California 90077-2911
Attn: JCB Stone Canyon Investments, LLC
Tax Matters Partner

Stone Canyon Partners
c/o John Bedrosian
875 Stone Canyon Road
Los Angeles, California 90077-2911
Attn: Tax Matters Partner

Stone Canyon Partners
c/o John Bedrosian
2934 ½ Beverly Glen Circle, #419
Los Angeles, California 90077
Attn: JCB Stone Canyon Investments, LLC
Tax Matters Partner

Stone Canyon Partners
c/o John Bedrosian
2934 ½ Beverly Glen Circle, #419
Los Angeles, California 90077
Attn: Tax Matters Partner

JCB   Stone Canyon Investments, LLC
c/o   John Bedrosian
875   Stone Canyon Road
Los   Angeles, California 90077-2911

Stone Canyon Investors, Inc.
c/o John Bedrosian
875 Stone Canyon Road
Los Angeles, California 90077-2911

John Bedrosian
875 Stone Canyon Road
Los Angeles, California   90077-2911

Judith Bedrosian
875 Stone Canyon Road
Los Angeles, California   90077-2911
                              - 6 -

Stone Canyon Investors, Inc.
c/o John Bedrosian
2934 ½ Beverly Glen Circle, #419
Los Angeles, California 90077

JCB Stone Canyon Investments, LLC
c/o John Bedrosian
2934 ½ Beverly Glen Circle, #419
Los Angeles California 90077

John Bedrosian
2934 ½ Beverly Glen Circle, #419
Los Angeles, California 90077

Judith Bedrosian
2934 ½ Beverly Glen Circle, #419
Los Angeles, California 90077

Stone Canyon Partners
270 North Canon Drive #1209
Beverly Hills, California 90210
Attn: JCB Stone Canyon Investments, L.L.C., Tax Matters Partner

Stone Canyon Partners
270 North Canon Drive #1209
Beverly Hills, California 90210
Attn: TMP


                            Discussion

I.   Petitioner’s Motion To Dismiss

      Petitioner argues that the FPAA is invalid because it was

never mailed to the appropriate address, and as a result

petitioner did not receive notice as required pursuant to the

Code.

      The standard for determining the validity of an FPAA is

whether the FPAA provides adequate or minimal notice to the

taxpayer that respondent has finally determined adjustments to

the partnership return.   Triangle Investors Ltd. Pship. v.
                               - 7 -

Commissioner, 95 T.C. 610, 613 (1990).     Section 6223(a)

generally provides that respondent shall mail to each partner

whose name and address is furnished to the Secretary an NBAP

with respect to a partnership item, as well as notice of the

FPAA resulting from any such proceeding.     It is the mailing of

the FPAA that triggers the time periods for filing a petition

for readjustment of the partnership items by either the tax

matters partner or a notice partner under section 6226(a) and

(b).

       For purposes of mailing the notices specified in section

6223(a), including an FPAA, respondent is required to use the

names, addresses, and profit interests of the partners shown on

the partnership return for the year at issue as modified by

additional information furnished to respondent by the TMP or any

other person in accordance with regulations prescribed by the

Secretary.    Sec. 6223(c)(1) and (2).   Further, section

301.6223(c)-1T, Temporary Proced. & Admin. Regs., 52 Fed. Reg.

6784 (Mar. 5, 1987), provides in pertinent part:

            (a) In general. In addition to the names, addresses,
       and profits interests as shown on the partnership return,
       the Service will use additional information as provided in
       this section for purposes of administering subchapter C of
       chapter 63 of the Code.

            (b) Procedure for furnishing additional information--
       (1) In general. Any person may furnish additional
       information at any time by filing a written statement with
       the Service. However, the information contained in the
       statement will be considered for purposes of determining
       whether a partner is entitled to a notice described in
                                  - 8 -

     section 6223(a) only if the Service receives the statement
     at least 30 days before the date on which the Service mails
     the notice to the tax matters partner. Similarly,
     information contained in the statement generally will not
     be taken into account for other purposes by the Service
     until 30 days after the statement is received.

                      *   *   *    *   *   *   *


               (3) Contents of statement.          The statement
               shall–

                    (i) Identify the partnership, each partner
               for whom information is supplied, and the person
               supplying the information by name, address, and
               taxpayer identification number;

                    (ii) Explain that the statement is
               furnished to correct or supplement earlier
               information with respect to the partners in the
               partnership;

                    (iii) Specify the taxable year to which the
               information relates;

                    (iv) Set out the corrected or additional
               information, and


                    (v) Be signed by the person supplying the
               information.

                      *   *   *    *   *   *   *

               (f) Service may use other information. In
          addition to the information on the partnership return
          * * * the Service may use other information in its
          possession (for example, a change in address reflected
          on a partner’s return) in administering subchapter C
          of chapter 63 of the Code. However, the Service is
          not obligated to search its records for information
          not expressly furnished under this section.

As is the case with a statutory notice of deficiency, the

validity of a properly mailed FPAA is not contingent upon actual
                                 - 9 -

receipt by either the tax matters partner or a notice partner.

See, e.g., Crowell v. Commissioner, 102 T.C. 683, 692 (1994).

     Respondent mailed the FPAAs to addressees at three

different addresses.      We must now determine whether any of the

mailings was sufficient to meet the notice requirement of

section 6223(a).

     A.    Stone Canyon

     The Stone Canyon address is the address listed on the 1999

Form 1065 return for SCP, JCB, and Investors.      Unless respondent

was duly informed of a new address, sending the FPAA to the

Stone Canyon address addressed to the “Tax Matters Partner” was

appropriate pursuant to section 6223(a) and (c).      Chomp

Associates v. Commissioner, 91 T.C. 1069, 1073-1074 (1988).        The

address of John and Judith Bedrosian was not listed on the Form

1065 or the Schedule K-1 attached to the Form 1065.

     SCP never updated in the prescribed manner the address that

was on the partnership return for 1999.      As discussed supra,

section 301.6223(c)-1T(b)(1) and (3), Temporary Proced. & Admin.

Regs., supra, provides the procedure for furnishing respondent

with additional information.      Petitioner argues that respondent

mailed numerous items to Rocco and therefore was aware of the

address.    The mailing of correspondence does not alter

respondent’s obligations relating to the mailing of the FPAA.

Triangle Investors Ltd. Pship. v. Commissioner, supra at 616.
                               - 10 -

Petitioner never followed the procedures outlined in the

regulations for furnishing respondent with additional

information pertaining to a change of address of SCP, or the

TMP, JCB.   As a result, the address on the 1999 Form 1065, the

Stone Canyon address, was a proper address which to mail the

FPAA for 1999.   Id.

     By mailing FPAAs to multiple addressees at multiple

addresses, respondent made a good faith effort to notify all

affected parties of the partnership adjustments, thus satisfying

the notice requirement of sec. 6223(a).    Crowell v.

Commissioner, supra at 692-693.

     B.   Beverly Glen

     On April 5, 2005, 3 days before the FPAAs were mailed,

Olson telephoned Revenue Agent Smyth and informed her that the

Bedrosians’ address was now the Beverly Glen address.    Olson

stated that she informed respondent of the Beverly Glen address

but told respondent that the Rocco address was still the

Bedrosians’ residence.   Respondent issued four FPAAs to the

Beverly Glen address.

     Petitioner argues that Olson did not have power of attorney

for SCP or JCB, and as a result, her notification to Revenue

Agent Smyth was invalid.   We disagree.   Olson held power of

attorney for the Bedrosians.   As a result, the Beverly Glen

address was an appropriate address which to mail the FPAA in
                               - 11 -

order to notify the Bedrosians.    Respondent was permitted to

provide notice to an indirect partner pursuant to section

6223(c)(3).    See also Murphy v. Commissioner, 129 T.C. __

(2007).    The Bedrosians wholly owned JCB and Investors, pass-

through entities.    Sending notice to Mr. or Mrs. Bedrosian, as

an indirect partner, at the address Olson provided to respondent

3 days before the FPAA was mailed was proper.    Olson did have

power of attorney for the Bedrosians as individuals, and thus

the FPAAs mailed in care of or in the name of Mr. or Mrs.

Bedrosian at the Beverly Glen address satisfy section 6223.

     By mailing FPAAs to multiple addressees at multiple

addresses, respondent made a good faith effort to notify all

affected parties of the partnership adjustments, thus satisfying

the notice requirement of sec. 6223(a).    Crowell v.

Commissioner, 102 T.C. 683, 692-693 (1994).

     C.    Rocco

     Petitioner argues that the Rocco address was the required

address to give the partners notice of the FPAA.    On August 13,

2004, the Bedrosians filed a Form 2688 listing the Rocco

address.    Petitioner argues that this put respondent on notice

that the Rocco address was the valid address for the Bedrosians

as individuals.

     Petitioner further claims that on October 15, 2004, the

Bedrosians filed a Form 1040, U.S. Individual Income Tax Return,
                               - 12 -

for 2003 listing the Rocco address.     The 2003 Form 1040 is not

part of the record.    Even if the Form 1040 were part of the

record, the Rocco address shown on the Form 2688 and allegedly

shown on the Form 1040 was not the Bedrosians’ most current

address.   Olson updated respondent subsequent to the filing of

the Bedrosians’ Form 1040 for 2003 by notifying Revenue Agent

Smyth as to the North Canon and Beverly Glen addresses.

     Petitioner further argues that respondent sent a series of

correspondence to the Bedrosians at the Rocco address and

therefore was aware of the Rocco address and had the Rocco

address in respondent’s information base.     Additionally,

petitioner notes that the Computer Generated Form 886-Z(C),

Partner’s or S Corporation Shareholders’ Shares of Income, that

was attached to the FPAA listed the Rocco address for both

Investors and JCB.    Although respondent was aware of the Rocco

address and in fact used the Rocco address on the Form 886-Z(C),

the FPAA itself was not required to be sent there.     Triangle

Investors Ltd. Pship. v. Commissioner, 95 T.C. at 616.        Pursuant

to section 301.6223(c)-1T(f), Temporary Income Tax Regs., supra,

respondent is not obligated to search his records for

information not expressly furnished.     Petitioner did not follow

the procedure in the regulations, and as a result respondent was

not obligated to search his records for information when sending

the FPAA. Furthermore, the Beverly Glen address was a proper
                              - 13 -

address to which respondent could mail the FPAAs to the

Bedrosians as individuals and as the indirect partners of JCB

and Investors.

II.   Respondent’s Motion To Dismiss

      Respondent moves to dismiss the case for lack of

jurisdiction on the grounds that the petition was untimely

pursuant to section 6226(a) and (b).     The petition was filed on

May 1, 2007, more than 2 years after the FPAA was sent.

Petitioner concedes that if the FPAA is determined to be valid,

then the petition is untimely.     Because we hold that the FPAA

met the notice requirement of section 6223 and thus was valid,

the petition is therefore untimely.     Consequently, we shall

grant respondent’s motion to dismiss for lack of jurisdiction

and deny petitioner’s motion to dismiss.

      In reaching all of our holdings herein, we have considered

all arguments made by the parties, and, to the extent not

mentioned above, we find them to be irrelevant or without merit.

      To reflect the foregoing,


                                  An appropriate order and order

                          of dismissal will be entered.
