Stephen H. Glassley and Judith Glassley, et al. - Page 67

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          Commissioner, 92 T.C. 423, 443 (1989), affd. 930 F.2d 372 (4th              
          Cir. 1991)).                                                                
               At the time the R & D Agreement was executed, the costs of             
          any research or experimentation to be conducted on Turtleback I             
          had not been estimated.  Under that agreement, HJI was to be                
          responsible for all of the costs of operating Turtleback I.  HJI            
          would make all of the decisions relating to its operations and              
          the putative research or experimentation, including deciding                
          exactly what research or experimentation, if any, would be done.            
          Although JDP purportedly paid a fixed contract fee for the                  
          putative research projects delineated in the R & D Agreement, at            
          the time that agreement was executed neither party to the                   
          agreement expected HJI to carry out the described projects.                 
               HJI, moreover, did not plan to make a profit from the                  
          receipt of the R & D contract fee.  The fee was to provide HJI              
          with working capital and financial resources to develop the                 
          jojoba plantation and conduct any research and development                  
          projects.  Its profit would come only from operating the jojoba             
          plantation.                                                                 
               HJI, furthermore, expected to, and did, use the results of             
          its putative research or experimentation activities on all of the           
          Hyder Jojoba plantations.  HJI shared in the potential risks of             
          failure and rewards of successful research or experimentation.              
               Under such circumstances, we conclude that JDP did not pay             
          HJI $360,000 in consideration for obtaining ownership of the                




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