Cir

MEMORANDUM

The Estate of Natale B. Giustina appeals the Tax Court’s conclusion that its 41.128% interest in Giustina Land and Timber Company Limited Partnership was worth $27,454,115 for estate tax purposes, rather than $12,678,117 as stated in the Estate’s tax return.

We have jurisdiction under 26 U.S.C. § 7482 . “We review the Tax Court’s factual determinations, including valuation of assets ..., for clear error.” Estate of Trompeter v. Comm’r, 279 F.3d 767, 770 (9th Cir.2002).

The Tax Court concluded that there was a 25% likelihood of liquidation of the partnership. It therefore gave a 25% weight to an asset-based valuation and a 75% weight to the valuation of the partnership as a going concern. Although the Tax Court recognized that the owner of the limited interest could not unilaterally force liquidation, it concluded that the owner of that interest could form a two-thirds voting bloc with other limited partners to do so, and assigned a 25% probability to this occurrence. This conclusion is contrary to the evidence in the record. In order for liquidation to occur, we must assume that (1) a hypothetical buyer would somehow obtain admission as a limited partner from the…