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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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