Rev. Rul. 66-264

As a result of litigation among equal partners of a five-man partnership, the court ordered all assets of the partnership to be sold at a judicial sale. Three of the five partners bought all of the assets and continued operation of the business. Each of the other two partners received a share of the sale proceeds in liquidation of his 20 percent interest. Under the provisions of section 708(b) of the Internal Revenue Code of 1954, the partnership did not terminate.

Held , for Federal income tax purposes the transaction will not be treated as a sale of partnership assets to the three remaining partners, but will be considered as a sale or a liquidation of the partnership interests of the two withdrawing partners depending upon the facts and circumstances of the particular case.