On January 9, 2014, Gateway Hotel Partners, LLC v. Commissioner was issued, a tax court memorandum addressing the recognition of income associated with certain transfers of Missouri Historic Preservation Tax Credits (“MHPTC”).  At issue was the treatment of three transfers of MHPTCs involving Gateway Hotel Partners, LLC (“GHP”) that occurred in 2002.  The tax court treated a portion of one of the transfers of the MHPTCs by GHP as a taxable sale instead of a partnership distribution.  In connection with the associated underpayment of taxes, the court assessed an accuracy-related penalty against GHP.  In analyzing how the three transfers of MHPTCs should be treated, the court spent a significant amount of time reviewing the documentation supporting each transaction.  Although the case does not lay the ground work for any new principles of law, it does make clear the importance of properly documenting transactions, and following the procedure and methodology detailed in those documents.  As its final argument,  GHP claimed it was justified in treating its third transfer of MHPTCs as a distribution instead of a sale because it was relying on the guidance provided in a legal opinion letter issued by the law firm Baker & McKenzie.  Again, focusing on the documentation that was the foundation of the transaction, the court concluded that the Baker & McKenzie opinion letter did not establish a reasonable basis for omitting the proceeds received by GHP from the transfer of the MHPTCs from income because the opinion letter in no way analyzed the third transfer.  Accordingly, the tax court sustained the imposition of an accuracy related penalty against GHP.