70 Acre Recognition Equipment Partnership, Booth Creek Investment, Inc., Tax Matters Partner - Page 6

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          Federal law.  Hensel Phelps Constr. Co. v. Commissioner, 74 T.C.            
          939, 947-948 (1980), affd. 703 F.2d 485 (10th Cir. 1983).  In               
          determining whether a partnership has been formed for tax                   
          purposes, the Supreme Court in Commissioner v. Culbertson, 337              
          U.S. 733, 742 (1949), held that the inquiry is:                             
               whether, considering all the facts--the agreement, the                 
               conduct of the parties in execution of its provisions,                 
               their statements, the testimony of disinterested                       
               persons, the relationship of the parties, their                        
               respective abilities and capital contributions, the                    
               actual control of income and the purposes for which it                 
               is used, and any other facts throwing light on their                   
               true intent--the parties in good faith and acting with                 
               a business purpose intended to join together in the                    
               present conduct of the enterprise.  * * * [Fn. ref.                    
               omitted.]                                                              
          The determination of whether the parties intended to enter into a           
          partnership is a question of fact.  See Commissioner v. Tower,              
          327 U.S. 280, 287 (1946).                                                   
               A joint venture has been defined as a special combination of           
          two or more persons, where in some specific venture a profit is             
          jointly sought without any actual partnership or corporate                  
          designation.  Beck Chem. Equip. Corp. v. Commissioner, 27 T.C.              
          840, 848 (1957).  The partnership analysis set out in Culbertson            
          is equally applicable to determining whether a joint venture                
          exists.  Luna v. Commissioner, 42 T.C. 1067, 1077 (1964).  As a             
          result, we must determine whether State Savings and BCI intended            
          to, and did, join together in the present conduct of such an                
          enterprise.                                                                 






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