North Wall Holdings, LLC v. Commissioner (Tax Court 2025) Jurisdictional Deadline for TEFRA Petitions Summary
North Wall Holdings v. Commissioner, No. 27773-21., 165 T.C. No. 9, 2025 BL 376369 (Oct. 21, 2025), Court Opinion
The Tax Court held that the statutory deadline for filing a TEFRA partnership petition under section 6226 is jurisdictional and not subject to equitable tolling.
Holding
The court dismissed Schuler Investments, LLC’s petition as untimely, ruling that the 150-day filing period under section 6226(b) is a jurisdictional limit. The decision confirms that equitable tolling cannot extend the time to petition for readjustment of partnership items in TEFRA proceedings.
Why It Matters
Confirms that TEFRA petition deadlines are strict jurisdictional bars, not procedural claims-processing rules.
Clarifies that the equitable tolling doctrine recognized in Boechler, P.C. v. Commissioner does not apply to TEFRA cases.
Reinforces that untimely TEFRA petitions must be dismissed, even if the delay is minimal or inadvertent.
Highlights the administrative complications that would arise if TEFRA deadlines were treated as flexible.
Timeline
May 6, 2021: IRS mailed a Final Partnership Administrative Adjustment (FPAA) to North Wall’s tax matters partner (TMP).
June 1, 2021: IRS mailed copies of the FPAA to other partners, including Schuler Investments.
October 21, 2021: Schuler filed a petition 168 days after the FPAA was mailed to the TMP—18 days late.
2022–2023: IRS moved to dismiss for lack of jurisdiction; Schuler argued the filing deadline was not jurisdictional under Boechler.
October 21, 2025: Tax Court granted the Commissioner’s motion to dismiss.
Key Facts
Petitioner: Schuler Investments, LLC, notice partner in North Wall Holdings, LLC.
Partnership item: $45.8 million noncash charitable contribution disallowed for 2017.
FPAA mailing date to TMP: May 6, 2021.
Petition date: October 21, 2021 (filed 18 days after the 150-day period expired).
Applicable law: TEFRA unified partnership audit procedures under IRC §§ 6221–6234 (repealed for post-2017 years).
Statutory or Regulatory Framework
Under TEFRA, partnership-level tax adjustments are litigated through a unified procedure.
TMP may petition within 90 days after the IRS mails an FPAA. § 6226(a).
Notice partners and 5-percent groups may petition within 60 days after the 90-day TMP period ends. § 6226(b)(1).
The TEFRA framework coordinates these deadlines to ensure one proceeding binds all partners.
Section 6226(f) limits jurisdiction to petitions “filed in accordance with this section,” linking timing to jurisdiction.
Arguments
Taxpayer argued:
The 150-day filing period is a nonjurisdictional claims-processing rule subject to equitable tolling.
The Supreme Court’s Boechler decision supports reading filing deadlines flexibly.
Government argued:
The TEFRA deadlines are jurisdictional and embedded in the statute’s jurisdictional grant.
Congress intended strict, coordinated filing windows to prevent conflicting proceedings.
Allowing tolling would disrupt TEFRA’s unified audit and assessment system.
Court’s Reasoning
The text of § 6226 places the petition period within the jurisdictional grant (“may…file a petition within 60 days after the close of the 90-day period”).
The structure and context of TEFRA confirm that the deadlines are integral to jurisdiction, not procedural.
Legislative history shows Congress recognized the petition periods as jurisdictional and amended them only to address premature filings, not late ones.
For forty years, courts have consistently treated TEFRA petition deadlines as jurisdictional (e.g., A.I.M. Controls, SNJ Ltd.).
Equitable tolling would undermine TEFRA’s coordination provisions, assessment rules, and binding effect across multiple partners.
Even if jurisdictional analysis were set aside, Congress’s detailed statutory design rebuts any presumption of equitable tolling.
Forward-Looking Implications
TEFRA petition deadlines remain jurisdictional and inflexible despite evolving case law on deficiency petitions (Culp, Buller, Oquendo).
Practitioners handling pre-2018 TEFRA years must file within statutory timeframes to preserve jurisdiction.
Late filings cannot be salvaged through equitable arguments or Boechler-style reasoning.
The ruling distinguishes TEFRA partnership proceedings from deficiency and CDP cases where equitable tolling may apply.
Result
The Tax Court granted the Commissioner’s motion to dismiss for lack of jurisdiction, holding that the petition was untimely and equitable tolling does not apply to section 6226 deadlines.
The Takeaway
The decision cements the jurisdictional nature of TEFRA’s filing deadlines and forecloses equitable tolling in partnership-level disputes for pre-2018 tax years. Partnerships must strictly observe statutory petition windows to preserve their rights to judicial review.
List of Citations
IRC § 6226(a)–(b): Establishes TEFRA petition periods and jurisdictional prerequisites.
IRC § 6226(f): Defines court jurisdiction for partnership proceedings.
Boechler, P.C. v. Commissioner, 142 S. Ct. 1493 (2022): Distinguished; equitable tolling found in CDP context only.
A.I.M. Controls, LLC v. Commissioner, 672 F.3d 390 (5th Cir. 2012): Prior circuit holding that § 6226 deadlines are jurisdictional.
SNJ Ltd. v. Commissioner, 28 F.4th 936 (9th Cir. 2022): Confirms jurisdictional reading of TEFRA deadlines.
Culp v. Commissioner, 75 F.4th 196 (3d Cir. 2023): Cited for contrast; equitable tolling applied to § 6213 deficiency petitions.
Brockamp, 519 U.S. 347 (1997): Analogous reasoning rejecting equitable tolling in tax refund claims.