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her draft proposal concerning research possibilities. To be
attractive to potential investors and raise the funds that HJI
needed to develop its jojoba plantation, the limited partnership
had to provide substantial tax benefits and had to be formed near
the end of 1981.
4. Jojoba Development Partners, Ltd.
a. The Private Offering Memorandum
With the assistance of counsel, Berberich prepared a private
offering memorandum (the offering) relating to JDP. The offering
was dated November 19, 1981, and represented that a minimum of 22
and a maximum of 65 limited partnership units in JDP would be
sold. According to the offering, JDP was to be "organized to
perform research and experimentation for the development of a
particular strain of jojoba plant and seeds which can be planted,
grown and harvested in a commercially feasible manner and which
will produce a commercial yield of jojoba beans or seeds." The
offering identified HJI as the contractor selected to carry out
the research and development (R & D) program under an R & D
Agreement pursuant to which HJI would develop a so-called
experimental plantation. This plantation (hereafter the "small
plantation") was to consist of a minimum of 160 acres and a
maximum of 464 acres, depending on whether the minimum or maximum
number of limited partnership units was sold on land located in
the Hyder Valley of Arizona. Potential investors in JDP were
advised that the offering would be terminated and any payments
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