Full opinion text
AMENDED MEMORANDUM OPINION ATLAS, District Judge. Plaintiff Morris Weiner seeks a refund of federal income taxes and interest for the tax years 1984, 1985, and 1986. This case is before the Court on the parties’ motions for summary judgment as to Weiner’s 1984 tax liability arising from his investment in the Travertine Flame Associates partnership, as well as the parties’ summary judgment motions as to Weiner’s 1985 tax liability arising from his investments in two partnerships, Emperor Seedless-85 (“Emperor Seedless) and Indio Date Associates (“Indio Date”). Also before the Court are Weiner’s and the IRS’s summary judgment motions in regard to penalty interest assessed by the IRS under 26 U.S.C. § 6621(c). Finally, the IRS has moved for summary judgment on Weiner’s claim for abatement of interest pursuant to 26 U.S.C. § 6404. These motions have been fully briefed and are ripe for determination. Having carefully considered the parties’ briefs, oral argument, all matters of record, and applicable legal authorities, the Court concludes that Weiner’s 1984 Motion and Weiner’s 1985 Motion should be denied, the IRS’s 1984 Cross-Motion should be granted, and the IRS’s 1985 Cross-Motion should be denied. The Court further concludes that Weiner’s § 6621 Motion should be denied, the IRS’s § 6621 Motion should be denied, and the IRS’s § 6404 Motion should be granted. I. FACTUAL AND PROCEDURAL BACKGROUND A. Travertine Flame Associates: Tax Year 1984 During tax year 1984, Weiner was a limited partner in a California limited partnership called Travertine Flame Associates (“TFA”). TFA was formed to acquire and develop land in southern California to grow grapes and for other farming activities. American Agri-Corp. (AMCOR) was Managing Agent of TFA. In 1984, the general partners of TFA were Fred H. Behrens, C.P.A., Chairman, President and director of AMCOR, George L. Schreiber, Vice Chairman, Senior Vice President, and director of AMCOR, and Robert A. Wright, Senior Vice President and director of AMCOR. Joseph 0. Voyer, a CPA, was Treasurer and Controller of AMCOR. Neither AMCOR nor Voyer was identified as a general partner in the TFA Limited Partnership Agreement or the Private Placement Memorandum used to solicit limited partners for TFA. TFA timely filed a Partnership Return of Income for the 1984 tax year (“1984 return”). The 1984 return was signed on January 30, 1985 by “Joseph Voyer, Treasurer.” Weiner timely filed his individual return for 1984 and paid his tax liability related to his partnership interest in TFA based on the 1984 return. In December 1985, AMCOR became a partner of TFA by purchasing a .5% general partnership interest. At about that time, TFA filed an Amendment to Certificate of Limited Partnership with the California Secretary of State listing AMCOR as one of its general partners. The IRS began a criminal investigation of AMCOR and the general partners in 1988 or 1989. The IRS raided AMCOR’s offices and confiscated partnership records in March 1989. The criminal investigation concluded without indictment in 1993. On April 10, 1991, the IRS issued a Notice of Final Partnership Administrative Adjustment (“FPAA”) for TFA for the tax year 1984. The FPAA set out the IRS’s proposed adjustments to the expenses and deductions reported on the partnership returns. B. Emperor Seedless and Indio Date: Tax Year 1985 During tax year 1985, Weiner invested as a partner in California limited partnerships known as Emperor Seedless and In-dio Date, which purported to engage in a similar business as TFA. Behrens, Schreiber, and Wright were the general partners of Emperor Seedless and Indio Date. Emperor Seedless and Indio Date filed timely partnership returns for the 1985 tax year (“1985 returns”). Neither the Emperor Seedless nor the Indio Date 1985 return designated a Tax Matters Partner (“TMP”). The IRS contends, and Weiner denies, that in September, 1988, Emperor Seedless and Indio Date properly designated Schreiber as their TMP, and Schreiber then executed a valid extension of time for the IRS to issue an FPAA relating to the 1985 returns. Weiner timely filed his personal income tax returns for 1985 and paid his share of taxes related to Emperor Seedless and Indio Date in accordance with the partnerships’ 1985 returns. On April 10, 1991, the IRS issued FPAAs setting out the IRS’s proposed adjustments to the expenses and deductions reported on the partnership returns for Emperor Seedless and Indio Date for the tax year 1985. C. Tax Court Proceedings, Weiner’s Settlements and Initiation of This Action In July 1991, partners from TFA, Emperor Seedless, and Indio Date filed Petitions in Tax Court challenging the adjustments in the FPAAs (“Tax Court Cases”). Each Tax Court Case asserted that the statute of limitations barred the FPAA adjustments. In July 1999, the then TMP, Behrens, intervened in the Tax Court Cases. In December 1999, Behrens signed a Stipulation To Be Bound (“Stipulation”) in each Tax Court Case agreeing that “the outcome of the statute of limitations issue present in this Partnership Case will be determined in a manner consistent with the Court’s findings of fact and law on the statute of limitations issue present” in Agri-Cal Venture Assoc. v. Comm’r of Internal Revenue, 80 T.C.M. (CCH) 295 (2000) (the “Agri-Cal case”), which concerned several other similarly situated partnerships, including partnerships known as Agri-Venture Associates (“AVA”), and Agri-Venture Fund (“AVF”). See, e.g., Exhibit 8 to United States’ 1985 Cross-Motion, ¶ 6. On August 28, 2000, the Tax Court issued a detailed and comprehensive opinion in the Agri-Cal case, holding the IRS’s FPAA for tax year 1984 was not time-barred because the partnership return filed by AVA was not a valid return and, accordingly, did not trigger the statute of limitations under § 6229(a) of the Internal Revenue Code (“IRC”), 26 U.S.C. § 6229(a). Agri-Cal, 80 T.C.M. (CCH) at 303. The Tax Court also held that the FPAAs for tax year 1985 were not time-barred because the partnerships had extended the time for the IRS to issue FPAAs. Id. Meanwhile, in late 1996, the IRS suggested a proposed settlement to resolve Weiner’s portion of his tax liabilities by sending him a Form 870-P(AD) for each of the three partnerships in which Weiner had invested. In March 1997, while the Tax Court Cases were pending, Weiner executed and returned the Forms, thereby formally proposing the settlements to the IRS. The IRS signed each Form 870-P(AD), and accepted Weiner’s settlement proposal for his tax liability related to TFA for the 1984 tax year and related to Emperor Seedless and Indio Date for the 1985 tax year. The IRS contends that a Summary of the AMCOR Appeals Settlement Offer (“SAASO”) was attached to each Form 870-P(AD) it sent to Weiner and that the SAASO makes it clear that the settlements included Weiner’s agreement to the assessment of interest pursuant to IRC § 6621. Weiner denies receiving the SAA-SO. Weiner paid the tax and interest assessments in October 1997. In January 1998, Weiner filed a claim with the IRS seeking a refund of taxes. The IRS denied Weiner’s claim based on the Form 870-P(AD) settlements. Weiner filed the current action in this Court in April 2000, asserting in part that any assessment against him for 1984 and 1985 are barred by the statute of limitations. Weiner also seeks a refund of interest assessed pursuant to IRC § 6621 on the grounds that his settlements with the IRS contain no statement that his underpayment of taxes was attributable to a tax motivated transaction. Weiner also seeks an abatement of interest pursuant to IRC § 6404 on the grounds that any delay in his payment of a deficiency for the 1984 and 1985 tax years was attributable to an unreasonable delay by the IRS in making the assessments. As noted above, the Tax Court decided the Agri-Cal case in August, 2000 in favor of the IRS. On July 19, 2001, in accordance with the Stipulation to be Bound, the Tax Court issued decisions rejecting the statute of limitations defenses of TFA, Emper- or Seedless, and Indio Date. II. STATUTORY FRAMEWORK UNDER “TEFRA” Before addressing the specific issues raised by the parties’ various motions, a brief explanation of the statutory framework governing the assessment of partnership taxes is in order. Partnerships are not directly subject to income tax. Partners are hable to the tax in their individual capacities, on a pro rata basis corresponding to their ownership interest in the partnership. 26 U.S.C. § 701; Chimblo v. Comm’r of Internal Revenue, 177 F.3d 119, 121 (2d Cir.1999), cert. denied, 528 U.S. 1154, 120 S.Ct. 1159, 145 L.Ed.2d 1071 (2000); Kaplan v. United States, 133 F.3d 469, 471 (7th Cir.1998). Congress enacted the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”), 26 U.S.C. §§ 6221-6233 (enacted by Pub.L. No. 97-248, § 402, 96 Stat. 324 (1982)), to achieve consistent treatment of all partners in a partnership and to alleviate the administrative burden of determining partnership-related tax issues at the individual partner level. 26 U.S.C. § 6221; Alexander v. United States, 44 F.3d 328, 330 (5th Cir.1995); Chimblo, 177 F.3d at 121; Kaplan, 133 F.3d at 471. Partnerships are required to file informational returns reflecting the partners’ distributive shares of income, gains, deductions, and credits. Kaplan, 133 F.3d at 471. The IRS must provide notification to individual partners of any adjustments it believes are necessary as to “partnership items” reported in the partnership return. This notification is through a Notice of Final Partnership Administrative Adjustment, or FPAA. Id. Under TEFRA, the treatment of all partnership items must be determined at the partnership level. 26 U.S.C. § 6221; Chimblo, 177 F.3d at 125; Kaplan, 133 F.3d at 473 (“TEFRA requires that all challenges to adjustments of partnership items be made in a single, unified agency-proceeding; indeed, this is the key component of TEFRA that yields the desired benefits of economy and consistency.”). A partnership item is “any item required to be taken into account for the partnership’s tax year under any provision of subtitle A to the extent regulations prescribed by the Secretary provide that, for purposes of this subtitle, such item is more appropriately determined at the partnership level than at the partner level.” 26 U.S.C. § 6231(a)(3). The Treasury Regulations more specifically define partnership items as “items of income, gain, loss, deduction or credit of the partnership.” Treas. Reg. § 301.6231(a)(3). Nonpartnership items are all other items. 26 U.S.C. § 6231(a)(4). TEFRA requires partnerships to designate a “tax matters partner” (“TMP”) to act as a liaison between the IRS and the partnership in any tax-related proceedings. 26 U.S.C. § 6231(a)(7)(A); Addington v. Comm’r of Internal Revenue, 205 F.3d 54, 60 (2d Cir.2000). The TMP is a fiduciary to the partnership and the individual partners. Transpac Drilling Venture 1982-12 v. Comm’r of Internal Revenue, 147 F.3d 221, 225 (2d Cir.1998). The IRS has three years from the date a partnership return is due to be filed in which to issue an FPAA. 26 U.S.C. § 6229(a). The three-year period may be extended by agreement between the IRS and the TMP, whose agreement binds all partners. Id. §§ 6229(b), 6229(d). It is this three year limitations period that is in issue in this case. For ninety days following issuance of an FPAA, the TMP has the exclusive right to file a petition for readjustment of the partnership items in Tax Court, the Court of Federal Claims, or a United States District Court. Id. § 6226(a). Thereafter, non-TMP partners have 60 days in which to file a petition for readjustment. Id. § 6226(b)(1). Partners whose tax liability may be affected by the outcome of litigation of partnership items have the opportunity to participate in the administrative proceeding. 26 U.S.C. §§ 6224(a), 6226(c); Chimblo, 177 F.3d at 121. The IRS may assess tax liability on individual partners only after the partnership tax determination has been made. Any such assessment must be made within one year from the date any court’s decision on the partnership items becomes final. 26 U.S.C. § 6229(d). A taxpayer may contest the notice of deficiency by paying the assessment and then filing a refund action in a United States District Court. However, with limited exceptions not applicable here, “[n]o action may be brought [in District Court] for a refund attributable to partnership items.” Id. § 7422(h). Partnership items convert to nonpart-nership items through a settlement agreement between the IRS and the individual partner with respect to such items. Id. § 6231(b)(1)(C). If an individual partner settles his partnership tax liability with the IRS before the partnership proceedings are completed, that partner may no longer participate in the partner level litigation, since the individual partner does not have an interest in that litigation. Id. § 6228(a)(4). That settling partner is bound under the terms of the settlement agreement with the IRS. Id. § 6224(c)(1). If a partnership item is converted to a nonpartnership item pursuant to a settlement, the jurisdictional bar of § 7422(h) no longer applies. Alexander, 44 F.3d at 331; Slovacek v. United States, 40 Fed. Cl. 828, 830 (1998). III. ANALYSIS A. Summary Judgment Standards Both Weiner and the IRS have moved for summary judgment on the statute of limitations issues for the 1984 and 1985 tax years and on Weiner’s claim for a refund of interest assessed under § 6621(c) for the tax years 1984, 1985, and 1986. The United States Supreme Court has held that a motion for summary judgment is properly granted unless there is evidence “on which the jury could reasonably find for the plaintiff. The judge’s inquiry, therefore, unavoidably asks whether reasonable jurors could find by a preponderance of the evidence that the plaintiff is entitled to a verdict .... ” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Wheeler v. Miller, 168 F.3d 241, 247 (5th Cir.1999). Rule 56 is an integral part of the Federal Rules of Civil Procedure, recognizing a party’s right to demonstrate that certain claims have no factual or legal basis and to have those unsupported claims disposed of prior to trial. Celotex Corp. v. Catrett, 477 U.S. 317, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). Once the movant shows that there are no genuine issues of material fact, the burden is on the nonmovant to demonstrate with “significant probative evidence” that there is an issue of material fact warranting a trial. Texas Manufactured Housing Ass’n v. Nederland, 101 F.3d 1095, 1099 (5th Cir.1996). The nonmov-ant’s burden cannot be satisfied by conclu-sory allegations, unsubstantiated assertions, metaphysical doubt as to the facts, or a scintilla of evidence. Doe v. Dallas Independent School Dist., 153 F.3d 211, 215 (5th Cir.1998); Little v. Liquid Air Corp., 37 F.3d 1069, 1075 (5th Cir.1994) (en banc). The Court “must review all of the evidence in the record, but make no credibility determinations or weigh any evidence.” Peel & Company, Inc. v. The Rug Market, 238 F.3d 391, 394 (5th Cir.2001) (citing Reeves v. Sanderson Plumbing Products, Inc., 530 U.S. 133, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000)). “Material that is inadmissible will not be considered on a motion for summary judgment because it would not establish a genuine issue of material fact if offered at trial and continuing the action would be useless.” Duplantis v. Shell Offshore, Inc., 948 F.2d 187, 192 (5th Cir.1991). Rumors, speculation, hearsay and other information which would be excluded at trial cannot be considered in ruling on a motion for summary judgment. Fowler v. Smith, 68 F.3d 124, 126 (5th Cir.1995). In the absence of proof, the Court will not assume that the nonmovant could or would prove the necessary facts. See McCallum Highlands, Ltd. v. Washington Capital Dus, Inc., 66 F.3d 89, 92 (5th Cir.), revised on other grounds on denial of reh’g, 70 F.3d 26 (5th Cir.1995); Little, 37 F.3d at 1075. B. Subject Matter Jurisdiction Neither party contests this Court’s subject matter jurisdiction over the FPAA limitations issue. Nevertheless, the Court has a continuing obligation to ensure that subject matter jurisdiction in fact exists over the issues it decides. Howery v. Allstate Ins. Co. ., 243 F.3d 912, 919 (5th Cir.), cert. denied, 534 U.S. 993, 122 S.Ct. 459, 151 L.Ed.2d 377 (2001). Although the facts Weiner alleges in support of his statute of limitations claims differ for the tax years 1984 and 1985, the jurisdictional analysis is the same for each. The Court reluctantly concludes that it has jurisdiction to determine the statute of limitations issues presented by Weiner in this case, despite the apparent inconsistency of this holding with the logic and structure generally of TEFRA. This result is driven by a strict construction of TEFRA’s statutory language, which other courts have not explicitly addressed, and the governing Treasury Regulations. Generally, this Court has jurisdiction over a taxpayer’s refund action under 26 U.S.C. §§ 1340, 1346(a)(1) and 7422(a). See Alexander, 44 F.3d at 330-31. Under TEFRA, however, the Court does not have subject-matter jurisdiction over a refund attributable to partnership items. 26 U.S.C. § 7422(h). Weiner agrees with these basic propositions but contends that this Court has jurisdiction to consider, and must consider, the issue of the timeliness of the FPAA as to TFA and his other partnerships. Weiner essentially contends that the § 6229(a) three-year limitations period for issuance of a FPAA is a nonpartnership item under TEFRA that must be litigated in a partner’s refund proceeding. The IRS provides no substantive counter-arguments, despite having been requested to do so in a parallel lawsuit. Several courts have held that a statute of limitations defense under TEFRA pertaining to the timeliness of the FPAA concerns a partnership item and must be raised at the partnership level. Chimblo, 177 F.3d at 125; Kaplan, 133 F.3d at 473; Williams v. United States, 165 F.3d 30 (6th Cir.1998) (Table), 1998 WL 537579, at *3 (“It is well established that [FPAA] statute of limitations challenges are considered challenges to a partnership item.”); Clark v. United States, 68 F.Supp.2d 1333, 1344 (N.D.Ga.1999); Thomas v. United States, 967 F.Supp. 505, 506 (N.D.Ga.1997); Barnes v. United States, 1997 WL 732594, at *3 (M.D.Fla.1997), aff'd 158 F.3d 587 (11th Cir.1998) (holding that the issue of whether a partnership had extended the FPAA limitations period was a partnership item under TEFRA); Slovacek v. United States, 36 Fed. Cl. 250, 255 (1996) (“whether a statute of limitations applicable to the partnership as a whole was waived so as to permit assessment of additional taxes against the partnership as a whole is an issue to be decided at the partnership level, since it affects all partners alike.”). The Court finds the reasoning of these cases persuasive, as far as it goes. Most of the opinions adopt the analysis in Slovacek, in which the Court of Federal Claims noted that “TEFRA distinguishes between tax determinations and items that affect the entire partnership (‘partnership items’) and those that depend, instead, upon the unique circumstances of a partner, or some other non-partnership-wide variable (‘nonpartnership items’). For example, the question of whether a partner must pay tax on a sum she receives from the partnership upon her termination is a nonpartnership item.” 36 Fed. Cl. 250, 254 (Fed.Cl.1996). The Slovacek court determined that the FPAA limitations issue is encompassed by the regulatory definition of “partnership item” found in Treasury Regulation § 301.6231(a) (3) — 1 (b), which provides that “[t]he term ‘partnership item’ includes the accounting practices and the legal and factual determinations that underlie the determination of the amount, timing, and characterization of items of income, credit, gain, loss, deduction, etc.” Id. at 255. The court reasoned that “determining whether [the purported TMP] extended the statute of limitations might be said to affect the amount, timing, and characterization of income, etc. (partnership items) at the partnership level, if only in a thumbs-up or thumbs-down manner. Conversely, a statute of limitations issue applicable only to an individual partner involves questions of fact pertinent only to that partner, e.g., whether he extended the statute of limitations for his own return, see I.R.C. § 6229(b)(1)(A), or timely entered into a settlement agreement solely with respect to the partner’s return, see IRC § 6229(f), or participated in preparing a fraudulent partnership return, see IRC § 6229(c)(1)(A).” Id. at 255. This reading of the interplay between § 6231(a) and Treasury Regulation § 301.6231 is consistent with TEFRA’s goal of promoting consistency and reducing duplication of litigation as to issues that affect all partners in a partnership uniformly. Id. at 254. Recent appellate cases have adopted this approach in interpreting the definition of “partnership item” to include the issue of whether the FPAA was timely, an item that affects the entire partnership and does not depend on the unique circumstances of the partner seeking a refund. Chimblo, 177 F.3d at 125; Kaplan, 133 F.3d at 473. Weiner contends that these authorities are wrongly decided and should not be followed. Weiner points to various statutory provisions applicable to partner-specific statute of limitations defenses. These references are irrelevant. Weiner in the case at bar raises no partner-specific facts in support of his statute of limitations contentions. The only question here is whether the FPAAs as to his partnerships were issued more than three years after the filing of the partnership returns, and thus failed to toll the statute of limitations on assessments of deficiencies against Weiner. Under TEFRA’s scheme, this FPAA limitations issue is one that affects the partnership as a whole and all the partners in the same manner; the issue does not involve partner specific facts. Under TEFRA’s philosophy, the FPAA limitations issue should not be relitigated in this Court in an individual partner proceeding. See Monti v. United States, 223 F.3d 76, 79 (2d Cir.2000); Chimblo, 177 F.3d at 125; Kaplan, 133 F.3d at 473. Weiner advances, however, an argument not fully addressed by Slovacek and its progeny. Weiner points out that “partnership item” in the IRC is a defined term. Section 6231(a)(3) defines a partnership item as “any item required to be taken into account for the partnership’s taxable year under any provision of subtitle A to the extent regulations prescribed by the Secretary provide that, for purposes of this subtitle, such item is more appropriately determined at the partnership level than at the partner level.” (Emphasis added.) According to this definition, the item must also be included in subtitle A of the IRC and be the subject of regulations promulgated by the Secretary. The deadline for issuing a timely FPAA is contained in § 6229(a), which is located in subtitle F of the IRC (as is all of TEFRA). No Treasury Regulation specifically identifies the timeliness of an FPAA as a matter “more appropriately determined at the partnership level than at the partner level.” 26 U.S.C. § 6231(a)(3). The Slovacek court attempted to resolve this definitional quandary by reference to Treasury Regulation § 301.6231(a)(3)-1. Slovacek undertook an aggressive reading of the language of that regulation. Contrary to that court’s analysis that the regulation encompassed the “thumbs up, thumbs down” issue of the timeliness of the FPAA, the limitations question is not of the same ilk as matters listed in § 301.6231(a)(3)-1. That regulation gives as examples of partnership items “the partnership’s method of accounting, taxable year, and inventory method; whether an election was made by the partnership; whether partnership property is a capital asset, section 1231 property, or inventory; whether an item is currently deductible or must be capitalized; whether partnership activities have been engaged in with the intent to make a profit for purposes of section 183; and whether the partnership qualifies for the research and development credit under section 30.” Thus, § 301.6231(a)(3) — 1 was designed to cover more specific matters that affect the particulars of the tax due, and while the Slovacek court’s analysis reaches a logical result, it is unsupported by the applicable regulations. The Slovacek court also failed to confront directly the statutory limitation of IRC § 6231(a)(3) that partnership items are “any item required to be taken into account for the partnership taxable year under any provision of subtitle A [of the IRC].” The FPAA limitations provision appears only in subtitle F. Therefore, the other element of the IRC’s definition of “partnership items” is not met by the Slo-vacek analysis. According to the plain meaning of the statutory language, an item does not become a “partnership item” simply because it affects the partnership as a whole and is more appropriately decided at the partnership level. This Court has jurisdiction over timely filed refund actions unless specifically restricted by statute. Congress has limited this Court’s jurisdiction in partnership related refund actions only through IRC § 7422(h), which precludes the exercise of jurisdiction over partnership items as that term is defined by § 6231(a)(3). To the extent that Weiner’s FPAA limitations claim involves a nonpartnership item, § 7422(h) does not apply and the Court has jurisdiction over the matter. The IRS has provided no pertinent counter-argument. This result is driven also by the Fifth Circuit’s admonition that courts should not attempt to compensate for poorly drafted IRC provisions and regulations. Transco Exp. Co. v. Comm’r of Internal Revenue, 949 F.2d 837, 840-41 (5th Cir.1992) (“This court and others have balked in the past at revision of the tax code to reach what appears to be a more sensible result.... Courts are particularly ill-equipped to overhaul complicated tax provisions whose function in the general tax scheme is often beyond their ken.”) (citations omitted). In summary, the Court is constrained to hold that it has jurisdiction to reach the FPAA limitations issues presented by Weiner despite strong appellate authorities disclaiming jurisdiction. Moreover, in light of the complexity of these issues, the uncertainty of the courts on these matters, and the inordinate delay that has already occurred since the tax years in issue, the parties’ interests and judicial economy will be served by the Court reaching the merits of the parties’ motions for summary judgment on Weiner’s statute of limitations claims. C. Effect of Weiner’s Form 870-P(AD) Settlement: Analysis of Alexander Weiner argues that his 1997 settlement agreements, executed on Forms 870-P(AJD), do not preclude him from pursuing in this Court his refund claims based on the expiration of the statute of limitations. Weiner relies on the Fifth Circuit’s ruling in Alexander. General contract principles govern the interpretation of the settlement agreement. See Alexander, 44 F.3d at 332; Treaty Pines Invest. Partnership v. Comm’r of Internal Revenue, 967 F.2d 206, 211 (5th Cir.1992). Weiner’s Form 870-P(AD) settlements are virtually identical to the Form 870-P that the Fifth Circuit addressed in Alexander. The Fifth Circuit held that Alexander’s settlement did not bar his refund action claim which, like Weiner’s, was based on the theory that the FPAA issued to Alexander’s partnership was untimely. Id. The IRS has articulated no meaningful distinction between the settlement agreements in Alexander and the instant case. The Court concludes that the parties did not settle Weiner’s statute of limitations claims by the Forms 870-P(AD). Although the Court has determined that it has jurisdiction over the FPAA limitations issue, it believes that the more logical result would require litigation of the issue in a partnership-level proceeding. In the event the court of appeals were to agree with its sister circuits and adopt the reasoning of Slovacek, the court of appeals would have to analyze whether a finding of lack of jurisdiction is contrary to the holding of Alexander. This Court concludes that nothing in Alexander bars this Court from deciding that it lacks jurisdiction over Weiner’s claim. Taxpayer Alexander sued the IRS for a refund of taxes that were assessed and collected after the expiration of the limitations period. Alexander, 44 F.3d at 329. In May 1988, the IRS sent Alexander an FPAA relating to a 1984 partnership return that resulted in increased tax liability on his individual 1984 taxes. Id. The IRS also invited Alexander, through a Form 870-P, to make an offer, by signing the 870-P, to enter into a binding settlement to accept the adjustments in the FPAA. Id. Alexander made the offer, the IRS assessed a deficiency one year later, and Alexander paid the deficiency plus interest. Id. at 330. One year after the payment, Alexander learned that another partner had successfully challenged the FPAA in Tax Court on the grounds that it was barred by the statute of limitations. Alexander sued the IRS in United States District Court for a refund of the deficiency he paid relating to the 1984 partnership return. Id. The IRS did not dispute the validity of the settlement agreement. Id. at 331. The Fifth Circuit held that federal district courts have jurisdiction over refund claims generally. Id. at 330-31 (citing 28 U.S.C. § 1346). The court of appeals identified the “critical inquiry” on jurisdiction as “whether the refund action here is attributable to partnership or nonpartnership items.” Id. at 331 (footnotes discussing 28 U.S.C. 1346, and 26 U.S.C. §§ 6231(a)(3) and (a)(4) omitted). The Court noted that “the purpose of Section 7422(h) is evidently to prevent an individual partner’s refund action from interfering with the partnership-level determination of partnership items,” and “that bar becomes unnecessary when the partnership-level proceeding has in some sense concluded.” Id. at 331. The Court further noted that section 6231(b)(1)(C) ... converts partnership items into nonpartnership items when the Secretary enters into a settlement agreement with the partner with respect to such items.” Id. The Court therefore concluded that the district court had subject matter jurisdiction over Alexander’s refund claim. Id. at 331. The court of appeals thereafter addressed the contract issue before it, and held that the parties’ settlement agreement did not resolve the limitations question. The court perceived the refund action was based “on the time-barred deficiency assessed as a result of [treatment of partnership items].” Id. at 332. In sum, the Alexander court concluded that the district court had subject-matter jurisdiction to entertain Alexander’s refund action, and that Alexander was entitled to the refund he sought. Id. at 333. As noted above, several courts since Alexander have analyzed TEFRA and con-eluded that the FPAA statute of limitations (26 U.S.C. § 6229(a)) is a partnership item. E.g., Chimblo, 177 F.3d at 125; Kaplan, 133 F.3d at 473. In contrast, the Alexander Court performed no analysis of whether the limitations issue — having been omitted from the settlement agreement— remained a partnership item. The only jurisdictional question presented in Alexander was whether the district court had jurisdiction to determine the scope of Alexander’s settlement agreement with the IRS. The IRS’s challenge in Alexander also focused on the scope of the parties’ settlement, not on the classification under TEFRA of a contested FPAA limitations issue. The Fifth Circuit did not explicitly recognize that the FPAA statute of limitations constituted a partnership item. The court of appeals did not need to parse this issue because the IRS had conceded that the assessment was time-barred. Significantly, the Fifth Circuit remanded the Alexander case for entry of judgment in favor of Alexander, not for litigation of the statute of limitations issue. Id. at 333. Weiner’s claim for a refund of his 1984 taxes under TEFRA raises a question not reached by Alexander. He and the IRS seek to litigate fully the FPAA limitations issue, as evidenced by parties’ extensive briefing by the parties on the matter. Unlike in Alexander, the IRS does not concede that the limitations period expired for any of the partnerships at issue before April 10, 1991, when the FPAAs were issued. The issues presented here, therefore, were not in fact decided by Alexander. The result in Alexander, under the circumstances of that case, accords with the purpose of TEFRA, ie., consistent treatment of partnership issues. Weiner’s position, in contrast, is incompatible with TEFRA’s goals. There is a danger that allowing Weiner individually to pursue this FPAA limitations claim opens the door for every partner that settled using a Form 870-P(AD) to pursue the issue, giving rise to duplicative litigation and potentially inconsistent results. “Allowing individual taxpayers to raise a statute of limitations defense in multiple partner-level proceedings would undermine TEFRA’s dual goals of centralizing the treatment of partnership items and ensuring the equal treatment of partners.” Chimblo, 177 F.3d at 125. Barring Weiner’s relitigation of the FPAA limitations issue would not be unfair. Weiner had the opportunity to pursue the limitations issue in the partnership Tax Court Cases from 1991 onward. Because he did not settle with the IRS until March 1997, he had the right to pursue the limitations issue in the Tax Court Cases until at least that time. Indeed, under the Alexander contract analysis, which the Court adopts, Weiner did not settle the limitations issue with the IRS in the Forms 870-P(AD), and thus he likely retained his rights as a partner to participate in the Tax Court Cases on that issue irrespective of his settlements. Weiner now wants the best of both worlds; he sought to limit his liability for the tax obligation arising from the partnerships while sitting on the sidelines of the partnership Tax Court litigation. Then, dissatisfied with the Tax Court ruling, he seeks to revisit the same issue on an individual basis. Weiner would have had plenty of time to air his limitations arguments and to participate actively in the partnership litigation, had he chosen to do so. Indeed, it was individual partners who initiated each of the Tax Court Cases. The TMP for the partnerships did not enter into the Stipulation To Be Bound until 1999, long after Weiner settled his individual liability related to the partnerships. Nevertheless, as explained above, the Court feels compelled to address the merits of the FPAA limitations issues raised by the parties. D. Weiner’s 1984 Statute of Limitations Claim The IRS argues that collateral estoppel prohibits Weiner from asserting that the assessment was barred by the statute of limitations, and in the alternative, that the statute of limitations was not triggered by the 1984 return because that return was not signed by a partner as required by 26 U.S.C. § 6063. Weiner makes various detailed rejoinders to each of these arguments. Weiner contends that collateral estoppel does not apply because, among other things, the statute of limitations issue here is not identical to that in the prior Tax Court case, and the issue was not fully and fairly litigated in the Tax Court because the TMP suffered from a conflict of interest. The applicability of collateral es-toppel is a close issue. Under traditional issue preclusion theory, collateral estoppel would apply. However, this is a tax case, and the more restrictive tenets applicable in the tax setting dictate that Weiner should not be precluded from litigating the FPAA limitations on the basis of collateral estoppel because the limitations issues here have not been shown by the IRS to be in all respects identical to those in the Agri-Cal case. 1. Collateral Estoppel The Court generally has broad discretion to determine whether collateral estoppel should be applied to preclude litigation of an issue. Copeland v. Merrill Lynch & Co., 47 F.3d 1415, 1423 (5th Cir.1995); J.M. Muniz, Inc. v. Mercantile Texas Credit Corp., 833 F.2d 541, 543 (5th Cir.1987). Collateral estoppel bars the re-litigation of an issue of ultimate fact by the party against whom the issue has been determined by a valid and final judgment. Hibernia Nat’l Bank v. United States, 740 F.2d 382, 387 (5th Cir.1984). While mutuality of parties is not required, collateral estoppel can only be applied against parties who have had a prior full and fair opportunity to litigate their claims. Hardy v. Johns-Manville Sales Corp., 681 F.2d 334, 338 (5th Cir.1982) (explaining Parklane Hosiery Co. v. Shore, 439 U.S. 322, 99 S.Ct. 645, 58 L.Ed.2d 552 (1979)). Collateral estoppel traditionally applies when three conditions are met: (1) the issue under consideration is identical to that litigated in the prior action; (2) the issue was fully and vigorously litigated in the prior action; (3) the issue was necessary to support the judgment in the prior case. Hibernia, 740 F.2d at 387; Next Level Communications LP v. DSC Communications Corp., 179 F.3d 244, 250 (5th Cir.1999). The Fifth Circuit has recognized a fourth requirement for offensive use of collateral estoppel: whether there is any special circumstance that would make it unfair to apply the doctrine. Winters v. Diamond Shamrock Chem. Co., 149 F.3d 387, 391 (5th Cir.1998). In tax cases, the rule is more narrow. Application of collateral estoppel should be confined to situations where the matter raised in the second suit is identical in all respects to that in the prior proceeding and where there has been no change in controlling facts and applicable rules of law. Hibernia, 740 F.2d at 387 (citing Commissioner of Internal Revenue v. Sunnen, 333 U.S. 591, 599-600, 68 S.Ct. 715, 92 L.Ed. 898 (1948)). The IRS contends that the decision in the Agri-Cal case, to which the TMP of TFA agreed to be bound pursuant to the Stipulation, meets each of the four factors listed above. Weiner, not unexpectedly, disagrees. Weiner’s Full and Fair Opportunity to Participate in Agri-Cal. — The Court must determine the threshold question whether collateral estoppel may be invoked by the IRS against Weiner to bar his refund claim even though it is undisputed that neither he nor TFA was a party to the Agri-Cal case. Although the TMP of TFA was also TMP of the partnerships involved in Agri-Cal, he was not acting in his capacity as a fiduciary to TFA or Weiner in the Agri-Cal litigation. Thus, if collateral estoppel is to bar Weiner’s claim as to his involvement in TFA, it must be by virtue of the TFA Tax Court Case. On July 19, 2001, the Tax Court in the TFA case entered an agreed decision pursuant to the parties’ settlement, which was based on the TMP’s Stipulation that the statute of limitations issue in the TFA case would be determined in a manner consistent with the decision in Agri-Cal. Collateral estoppel generally does not preclude the relitigation of issues resolved through a consent judgment because such judgments lack a judicial determination of issues. Avondale Shipyards, Inc. v. Insured Lloyd’s, 786 F.2d 1265, 1272-73 (5th Cir.1986); see Dotson v. United States, 87 F.3d 682, 692 (5th Cir.1996) (Smith, J. concurring in part and dissenting in part) (noting party could not assert collateral estoppel where prior court had not actually and necessarily decided the relevant issue before settlement). Because the statute of limitations issue was not actually litigated in the TFA Tax Court Case, the IRS must establish a nexus between Weiner and the Agri-Cal case in order for that case to be the source of collateral estoppel here. The IRS seeks to provide the necessary nexus by relying on the Stipulation To Be Bound signed on behalf of TFA. That Stipulation was an agreement by the TMP of TFA to determine the statute of limitations issue in the TFA case “in a manner consistent with the Court’s findings of fact and law on the statute of limitations issues present” in the Agri-Cal litigation. Weiner counters that the Stipulation should not be binding because the TMP had a conflict of interest and the Stipulation was entered into in 1999, years after Weiner settled with the IRS, when he no longer had the right to participate in the TFA or AgriCal Tax Court Cases. Even though the Court holds that the FPAA limitations issue is a nonpartnership item, the Stipulation entered into in the partnership proceedings nevertheless may provide a sufficient nexus between Weiner and the Agri-Cal case to meet the threshold requirement for application of collateral estoppel. There are strong arguments to support such a result. Weiner had notice of and an opportunity to participate in the TFA Tax Court Case. Weiner has not shown that he was in a materially different position from the other partners or the partnership itself on the FPAA limitations issue in 1999 when TFA’s TMP entered into the Stipulation. Weiner’s arguments that the TMP had a conflict of interest in 1999 when he entered into the Stipulation for TFA are unsubstantiated in this record. Nevertheless, the Court declines to definitively decide the issue on this limited record. Rather, the Court assumes without deciding that Weiner was in privity with a party, namely, the TMP of TFA, in the prior litigation. The IRS still must meet its burden to establish that the traditional four elements of collateral estoppel are met in this case. Are the Issues Identical? — The IRS contends that the Stipulation amounts to a concession by the TMP that the statute of limitations issues raised in the TFA Tax Court Case and the Agri-Cal case were identical, and that those issues are identical with the issues raised here. As Weiner points out, considerations other than the identity of the issues, such as economics and strategy, certainly could have played a part in the TMP’s decision to enter the Stipulation in the TFA litigation. However, these concerns do not address the question here, i.e., whether the FPAA limitations issue in Agri-Cal are identical to those in this case. The Court need not discern the subjective intent of the TMP. Rather, the Stipulation’s language must be the focus. The Stipulation provides that the limitations issue for TFA would be determined “in a manner consistent with” the rulings in Agri-Cal . The Stipulation does not dictate that the TFA litigation will be resolved by the Agri-Cal result per se. The Stipulation itself does not prove that the issues are identical. To determine if collateral estoppel applies, the Court must look carefully at the facts actually proven in support of the various partnerships’ statute of limitations issues in Agri-Cal as compared to the facts of the current case to assess whether the issues are completely the same. In tax cases, the requirement for collateral estoppel that there be an identity of issues is interpreted very narrowly. See Hibernia, 740 F.2d at 387. The issue must be identical in all respects. Id. The Supreme Court addressed an analogous issue in Commissioner of Internal Revenue v. Sunnen, 333 U.S. 591, 68 S.Ct. 715, 92 L.Ed. 898 (1948). Sunnen addressed the collateral estoppel effect of a Board of Tax Appeals decision classifying royalties paid to a taxpayer’s wife pursuant to a licensing agreement as taxable income to the taxpayer in a later Tax Court case involving royalties paid in subsequent tax years pursuant to a. separate but identical licensing agreement. Id. at 596-97, 68 S.Ct. 715. The Supreme Court explained the applicable standard as follows: [W]here a question of fact essential to the judgment is actually litigated and determined in the first tax proceeding, the parties are bound by that determination in a subsequent proceeding even though the cause of action is different. And if the very same facts and no others are involved in the second case, a case relating to a different tax year, the prior judgment will be conclusive as to the same legal issues which appear, assuming no intervening doctrinal change. But if the relevant facts in the two cases are separable, even though they may be similar or identical, collateral estoppel does not govern the legal issues which recur in the second case. Sunnen, 333 U.S. at 601, 68 S.Ct. 715 (citation omitted; emphasis added). The Sunnen Court found it “readily apparent” that collateral estoppel should not apply to royalty payments growing out of licensing contract that were not at issue in an earlier Board of Tax Appeals action “even though those contracts are identical in all important respects with the 1928 contract, the only one that was before the Board, and even though the issue as to those contracts is the same as that raised by the 1928 contract. For income tax purposes, what is decided as to one contract is not conclusive as to any other contract which is not then in issue, however similar or identical it may .be.” Id. at 602, 68 S.Ct. 715. Here, the Agri-Cal case and current case involve different partnerships, different partnership returns, and different taxpayers. Agri-Cal involved seven partnerships, five of which argued that the FPAAs at issue were not timely because they were issued after the expiration of the § 6229(a) assessment period. 80 T.C.M. (CCH) at 296, 2000 WL 1211147. AVA was one of the five partnerships. As to AVA, the IRS successfully argued that no valid tax return was filed for the 1984 tax year because the return was not signed by a partner in conformity with 26 U.S.C. § 6063. Id. at 301, 2000 WL 1211147. Although the material facts about the partnerships in Agri-Cal and TFA in the instant case are very similar, they are clearly separable. The involvement of different partnerships in the tax disputes here is analogous to the distinct but identical contracts involved in Sunnen. Also, Weiner’s posture as a settling partner may distinguish this case factually from the taxpayer partners in Agri-Cal. Thus, under Sunnen’s reasoning, the issues presented here are not identical for purposes of collateral estoppel. Was the Issue Fully And Vigorously Litigated? — Weiner asserts that the FPAA limitations issue was not fully and vigorously litigated in the Tax Court. This argument is unavailing. Weiner’s desire to raise new arguments that could have been but were not made before the Tax Court does not defeat the fully and vigorously litigated element of collateral estoppel. See Yamaha Corp. v. United States, 961 F.2d 245, 254 (D.C.Cir.1992) (“Once an issue is raised and determined, it is the entire issue that is precluded, not just the particular arguments raised in support of it in the first case.”). Plaintiff may not raise new arguments in the second litigation even if they were not made in the first; as long as the argument could have been made it is precluded. Id. (citing Securities Indus. Ass’n v. Board of Governors, 900 F.2d 360, 364 (D.C.Cir.1990), and Restatement (Seoond) of Judgments § 27 cmt. c (1982)). The Court cannot conclude that the identical issue before this Court was fully and vigorously litigated in the Agri-Cal Tax Court case. Was the Ruling on the Issue Necessary to Support the Judgment? — Weiner contends that many of the arguments he raises here, even though presented to the Agri-Cal court, were not the basis for the Tax Court’s decision in that case. This contention is without substance. The Tax Court’s findings of fact and legal conclusions related to the validity of Voyer’s signature on the AVA 1984 return are the basis for that court’s ultimate ruling on the FPAA limitations issue. It is that ruling to which the IRS seeks to bind Weiner and which must be necessary to the Agri-Cal judgment. Weiner also argues that the Tax Court issued a Memorandum Opinion but did not issue a final judgment and thus the Agri-Cal rulings are not final for purposes of collateral estoppel. Weiner cites no authority for his position that the rulings were not sufficiently conclusive to support application of collateral estoppel, and the Court is unpersuaded. “For purposes of issue preclusion ‘final judgment’ includes any prior adjudication of an issue in another action that is determined to be sufficiently firm to be accorded conclusive effect. A decision need not be ‘final’ in the strict sense of 28 U.S.C. § 1291 in order to prevent the involved parties from relitigating contested issues. ‘Finality’ in the context here relevant may mean little more than that the litigation of a particular issue has reached such a stage that a court sees no really good reason for permitting it to be litigated again.” Coleman v. Comm’r of Internal Revenue, 16 F.3d 821, 830 (7th Cir.1994) (citations omitted)). Collateral estoppel relates to issue preclusion, not claim preclusion. The Tax Court’s AgriCal ruling as to the validity of Voyer’s signature was a decision on the merits. The fact that the Agri-Cal parties thereafter settled the case does not change the court’s ruling. The Court sees no reason to require a formal final judgment before applying collateral estoppel. Do Special Circumstances Exist that Make Collateral Estoppel Unfair? — Both parties have identified “fairness” as the fourth requirement for application of collateral estoppel. See Winters, 149 F.3d at 391. This element only applies when there is an offensive use of collateral estoppel. See In re Swate, 99 F.3d 1282, 1290 (5th Cir.1996) (the requirement of fairness is a limitation on offensive collateral estoppel; offensive collateral estoppel arises when a plaintiff seeks to estop a defendant from relitigating issues that the defendant previously litigated and lost against another plaintiff). Neither party has established that this case presents an issue of offensive collateral estoppel. The IRS, which seeks to benefit from the doctrine, is defending against Weiner’s affirmative claim for a refund based on his use offensively of the limitations bar. The Court nevertheless reaches this element in the collateral es-toppel analysis because, in the bigger picture, it is the IRS that claims taxes due from Weiner. Weiner argues that special circumstances make application of collateral es-toppel unfair in this case. Specifically, Weiner argues that fairness dictates that the decision of the Tax Court not be given collateral estoppel effect here because the Tax Court did not have jurisdiction over the statute of limitations issue as it pertains to him individually (because the issue is a nonpartnership item) and because his personal settlement prevented him from participating in or appealing the Tax Court’s exercise of jurisdiction over the limitations issue in TFA Tax Court Case or Agri-Cal. As to the effect of the settlement on Weiner’s opportunities to litigate the issue in the partnership proceeding, Weiner’s contentions are unpersuasive. Weiner argues that his settlement did not encompass the limitations question, and the Court has adopted that reasoning pursuant to Alexander. The settlement per se is therefore not a bar to Weiner’s litigating the limitations issue. Moreover, the Court has little sympathy for Weiner’s claimed disenfranchisement. Weiner, knowing the TFA Tax Court Case was underway, elected to stay on the sidelines. He chose to settle his tax liability and now claims that he thereby eliminated his eligibility to participate actively in the Tax Court litigation involving TFA. Weiner should have to live with the consequences of his calculated business decisions. As to the application of collateral estop-pel where Weiner’s FPAA limitations claim is a nonpartnership item, assuming the fairness element is relevant at all in this case, the Court concludes that Weiner’s inability to participate in the prior litigation may be a “special circumstance.” However, because Weiner did not even attempt to participate in the Tax Court litigation knowing that other partners and the TMP were involved, and because Weiner now chooses to advance the philosophy that he was barred earlier, despite any evidence that either the Court or the parties to the Tax Court litigation believed him barred at the time, the Court deems this factor to be of little importance. Conclusion on Collateral Estoppel.— The Court concludes under Sunnen, 333 U.S. at 601, 68 S.Ct. 715, that collateral estoppel does not preclude Weiner’s refund claim because the facts giving rise to the decisions on the FPAA limitations issues in Agri-Cal are not identical in every respect to the facts presented by Weiner in the instant case. The Court therefore will consider the merits of the statute of limitations claim. 2. Was the 1984 Return Invalid? The TFA 1984 return was signed by “Joseph Voyer, Treasurer.” Voyer was not at the time he signed the return, and never has been, a partner of TFA. He was the Treasurer of AMCOR, the managing agent of TFA. The IRS contends that because the 1984 return was not signed by a partner, it was not a valid return under § 6063 and did not trigger the statute of limitations contained in § 6229(a). Section 6063 states: The return of a partnership made under section 6031 shall be signed by any one of the partners. The fact that a partner’s name is signed to the return shall be prima facie evidence that such partner is authorized to sign the return on behalf of the partnership. The IRC and case law provide no authority approving the substitution of the signature of an authorized agent who is not a partner on a partnership return. In general, signature requirements for returns have been strictly enforced. See Burford Oil Co. v. Comm’r of Internal Revenue, 153 F.2d 745, 746 (5th Cir.1946) (requirement that a 'corporate tax return must be sworn to by the president, vice president or other principal officer and by the treasurer, assistant treasurer, or chief accounting officer, is mandatory; return signed only by treasurer is not valid); Elliott v. Comm’r of Internal Revenue, 113 T.C. 125, 128-29, 1999 WL 596946 (1999) (return that did not comply with signature requirements was not valid return and did not trigger running of limitations period for assessment). In at least one case, the Tax Court has strictly enforced the signature requirement of § 6063. Agri-Cal, 80 T.C.M. (CCH) at 303, 2000 WL 1211147 (finding that the AVA 1984 Form 1065 was not signed by a partner and, consequently, was not a valid partnership return). Weiner makes several arguments to avoid this patent flaw in the TFA 1984 return. Each will be addressed below. Estoppel. — Weiner contends that his settlement agreement with the IRS based on the IRS’s acceptance of the TFA partnership return and issuance of the FPAA in reliance on it, estops the IRS from defensively attacking the return’s validity. Weiner thus seeks to expand the reach of his settlement agreement by asserting that it prevents the IRS from asserting any defenses to an unsettled limitations issue. This position is inconsistent with his basic posture in this case that the settlement must be construed literally and narrowly, and thus does not preclude his refund claim based on the statute of limitations. Alexander permits Weiner to pursue his refund claim based on the FPAA limitations issue despite his settlement agreement. See Alexander, 44 F.3d at 332. The agreement clearly prevents the IRS from altering its position on the amount or nature of Plaintiffs tax liability. However, none of the terms of the settlement bar the IRS from defending itself from Weiner’s attack. The IRS makes no affirmative claim to collect more money from Weiner. Nor does the IRS seek to relitigate the value of any partnership items related to TFA’s 1984 return. Weiner’s argument that his settlement agreement bars the IRS from asserting the invalidity of the 1984 return is rejected. Invalid Partnership. — Next, Weiner argues that TFA was not a validly formed partnership and thus the signature by a “partner” is not required. Weiner relies on § 6233 for the proposition that TEFRA, including its statute of limitations, applies to any entity that files a partnership return, even if the entity is not actually a partnership. Because TFA was not really a partnership, Weiner reasons, the failure to satisfy the requirement that the entity’s return be signed by a partner does not invalidate the TFA 1984 return, and that return should be deemed sufficient under federal law. Weiner’s argument is misplaced. The IRS does not argue that the TFA 1984 return is not governed by TEFRA; the IRS simply argues that the 1984 return did not include a valid signature. Weiner’s argument does not demonstrate that Voyer’s signature would suffice, even if TFA were not actually a validly formed partnership. While Weiner cites various cases for its contention that TEFRA applies to any entity that files a partnership return, see Plaintiffs Response, at 17 n.38, he cites no case that holds that the signature requirement of § 6063 is inapplicable in such a situation. Whether or not TFA was defectively formed, there is no evidence that Voyer, the Treasurer of AM-COR, or AMCOR itself was in a position comparable to a partner in TFA in 1984 or when the 1984 return was filed. Thus, Weiner’s argument is unavailing to justify Voyer’s signature on the TFA 1984 return. In any event, § 6233 comes into play only if the entity filing a partnership return is not really a partnership. Weiner has not demonstrated that TFA in fact was not a true partnership under state law. Weiner contends that the partnership was not validly formed because he signed only a subscription agreement and an assumption agreement, not the actual partnership agreement, and because the partnership agreement was not signed by or on behalf of the limited partners. This argument is faulty. The California Uniform Limited Partnership Act, CAL. CORP. CODE §§ 15501-15531, governs formation of limited partnerships in California. That Act contains no requirement that a limited partnership agreement must be executed by all partners in order for the partnership to be validly formed. Moreover, Weiner accepted the benefits of partner status, held himself out to others as a partner, participated as a partner in TFA, and settled with the IRS as a TFA partner. Improper Return Cases: Germantown and Beard. — Weiner cites the cases Germantown Trust Co. v. Comm’r of Internal Revenue, 309 U.S. 304, 307, 60 S.Ct. 566, 84 L.Ed. 770 (1940), and Beard v. Comm’r of Internal Revenue, 82 T.C. 766, 774, 1984 WL 15573 (1984), in support of his position that Voyer’s signature was sufficient to make the TFA 1984 return a valid return for limitations purposes. These cases are inapposite. In Germantown, the Supreme Court held that when a corporation files an incomplete return in good faith, the return constitutes a return within the meaning of § 275(a) of the IRC of 1932, setting a two-year limitations period for a tax assessment. 309 U.S. at 307, 60 S.Ct. 566. The return contained all of the information necessary to compute the corporate tax, but failed to actually compute an amount due to the government. The Court rejected the IRS’s contention that the faulty return was “no return” for purposes of determining the applicable limitations period for assessing taxes. Id. at 309, 60 S.Ct. 566. However, Germantown did not involve an unsigned or defectively signed return and did not address the mandatory directive in § 6063. Weiner’s reliance on Beard also lacks merit. In Beard, the Tax Court addressed whether a tampered Treasury Form 1040 was a return at all. If the filed document was not a return under applicable law, then an addition to tax for failure to file a tax return was warranted. Beard, 82 T.C. at 774, 1984 WL 15573. The Beard cou