United States Court of Appeals For the Seventh Circuit ____________________ Nos. 22-1084 & 22-1085 RONALD M. GOLDBERG and GAIL GOLDBERG, Petitioners-Appellants, v. COMMISSIONER OF INTERNAL REVENUE, Respondent-Appellee. ____________________

Appeals from the United States Tax Court. Nos. 12871-18L & 13148-18L. ____________________

ARGUED JANUARY 11, 2023 — DECIDED JULY 14, 2023 ____________________

Before WOOD, BRENNAN, and SCUDDER, Circuit Judges. SCUDDER, Circuit Judge. Ronald and Gail Goldberg owe more than $500,000 in federal taxes stemming from their in- terests in two partnerships. The Goldbergs believe the statute of limitations for the IRS’s assessment of these taxes has passed, and they assert that the IRS’s failure to mail them ad- equate notice when it started auditing their partnerships ex- cuses their own failure to raise this challenge in earlier tax proceedings. Because the Goldbergs received notice and had a prior opportunity to contest the partnership tax liabilities— 2 Nos. 22-1084 & 22-1085 independent of any alleged failing on the IRS’s part—we af- firm the Tax Court’s decision to sustain the IRS’s lien and levy on the Goldbergs’ property to collect the outstanding tax lia- bilities. I. Partnership Taxation Under the Tax Equity and Fiscal Responsibility Act Reviewing the Tax Court’s decision requires some back- ground in partnership taxation. Bear with us as we parse the provisions governing the calculation of partnership taxes, the collection of those taxes from individual partners, and the ad- ministrative proceedings where calculation and collection oc- cur. As with many areas of tax law, technical jargon and acro- nyms abound, but we try to unpack everything in plain Eng- lish. The Tax Equity and Fiscal Responsibility Act, or TEFRA, governed partnership tax liability determinations until the 2017 tax year, including the audits at issue in this appeal. See 26 U.S.C. §§ 6221–6234 (2012). Because partnerships are not themselves taxable entities, a partnership’s tax liabilities are assessed on individual partners in proportion to their owner- ship interest. Individual partners report their share of a part- nership’s income on their individual tax returns, usually on a Form 1040, and the partnership itself supplies that infor- mation on another form, referred to as a Schedule K-1. In enacting TEFRA, Congress sought to streamline the overarching liability calculation process by requiring partner- ship tax determinations to occur in a single proceeding fol- lowed by separate collections from individual partners, rather than having multiple ongoing proceedings for each partner. See Arthur Willis, Philip Postlewaite & Jennifer Alexander, Nos. 22-1084 & 22-1085 3 Partnership Taxation ¶ 20.01 (2023) (describing TEFRA’s cen- tralized partnership-level process). To ensure uniformity, Congress provided that determina- tions made at the partnership level would be final and bind- ing on all partners. See 26 U.S.C. § 6223. Under TEFRA, part- ners could opt out of the partnership-level proceeding—and the binding partnership-level determinations—by settling separately or electing to convert their items into nonpartner- ship items for individual review. See id. §§ 6221, 6223(e)(3). Partners also reserved the right to challenge partnership-level determinations during the ongoing proceedings through the tax matters partner chosen by the partnership to represent the interests of all other partners. See id. § 6224(c)(3)(A); see also id. § 6231(a)(7) (defining “tax matters partner”). TEFRA included several safeguards to ensure partners re- ceived adequate notice of the partnership-level pro