Woody is a one-third partner in Boyd Partners. His basis in his partnership interest is $28,000, consisting of his $15,000 capital interest and his $13,000 (one-third) share of partnership liabilities. He is considering selling his interest to Susan. Susan would pay Woody $47,000 cash and step into his shoes as a partner. The partnership has no hot assets.

a. How much gain must Woody recognize on the sale, and what will be its character?

b. What will be Susan’s tax basis in the newly acquired partnership interest?