Stephen H. Glassley and Judith Glassley, et al. - Page 75

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          research and development period because that period coincided               
          with the maturation period of the jojoba plants.  The only                  
          ostensible difference in the relationship between JDP and HJI is            
          that allegedly after 1986, as general partners, both JDP and HJI            
          would be jointly liable for any debts and losses of a joint                 
          venture.  In the present cases, however, we find that difference            
          to be without distinction.  We are guided by the maxim that "the            
          relevant inquiry is the actual manner, not the form, in which the           
          parties intended to structure their relationship."  Slappey Drive           
          Indus. Park v. United States, 561 F.2d 572, 583 (5th Cir. 1977),            
          affg. Cairo Developers, Inc. v. United States, 381 F. Supp. 431             
          (M.D. Ga. 1974); see also Saviano v. Commissioner, 765 F.2d 643,            
          650 (7th Cir. 1985), affg. 80 T.C. 955 (1983).  JDP was a limited           
          partnership.  Consequently, the potential liability of the                  
          individual partners did not change as a result of the formation             
          of Turtleback Jojoba Venture.                                               
               The mere presence of a profit motive, moreover, is not                 
          determinative of whether the section 174 deduction will be                  
          allowed.  What is significant in the instant cases is that JDP              
          never actually managed or controlled the use or marketing of the            
          results of the research or experimentation.  See Harris v.                  
          Commissioner, 16 F.3d 75 (5th Cir. 1994), affg. T.C. Memo. 1990-            
          80.                                                                         
               JDP did not have a realistic prospect of carrying on its own           
          jojoba farming business.  Even though JDP had an option to farm             




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