Barry B. Bealor and Nancy L. Bealor, et al. - Page 135

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          was nominally a managing partner for W & A, but he was not aware            
          that he held that position.  He did not engage in management of             
          W & A.                                                                      
               Fred had installed Andrew as the managing partner of W & A             
          in an attempt to comply with a provision of section 469, added to           
          the Internal Revenue Code by the Tax Reform Act of 1986.  Fred              
          had believed that a tax shelter partnership could continue to use           
          the cash method of accounting if investors with more than a 65-             
          percent interest--here, allegedly, Andrew--participated in the              
          partnership's activity.  It later became clear that Fred's                  
          interpretation was not correct.                                             
               W & A originally had six partners, consisting of four                  
          individuals and two corporations.  All were clients of BBPA.                
          There were no prospectuses or formal offering sheets for W & A.             
               On September 26, 1986, W & A, MPC, BBPA, and Machise entered           
          into an employee leasing agreement, prepared by Fred.  This                 
          agreement was much less detailed about the parties' rights and              
          responsibilities than the prior versions had been.  Nevertheless,           
          as with the prior partnerships, W & A was to provide all the                
          individual employees and independent contractors required by                
          Machise to conduct its business for the period January 1 through            
          December 31, 1987.  The employees and independent contractors               
          were the same employees and independent contractors who worked              
          for Machise before the W & A employee leasing agreement was made.           






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