Loren F. Paullus and Donna Paullus - Page 35

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          sale of all its assets, and therefore the list is not relevant to           
          its intention regarding the unit 10 property.                               
               Ridgemark had explored the options available to it with the            
          intention of disposing of all its assets.  Given that Shen had              
          backed out of an earlier deal, we find it credible that Ridgemark           
          sought alternatives in the event the transaction might not be               
          consummated.  One of the options was selling to another buyer.              
          The possession of the names of potential buyers of the unit 10              
          property, by itself, is not dispositive of this issue.                      
               The existence of a sales office is a weakness in Ridgemark’s           
          position, but not a fatal one.  In this regard, the existence of            
          a sales office did not result in sales for Ridgemark.                       
          6.  The Time and Effort the Taxpayer Habitually Devoted to the              
               After the formation of the sister corporations, Construction           
          and Financial, Ridgemark was substantially involved in the                  
          development and expansion of its golfing and recreational                   
               Ridgemark’s corporate minutes demonstrate that the board of            
          directors spent significant portions of its time discussing the             
          proposed transaction with Shen and various aspects of the golfing           
               There was a symbiotic relationship between the operation of            
          Ridgemark Golf and Country Club and the sales of land.  That                
          interrelationship generated the dispute concerning Ridgemark’s              
          trade or business.  Although Ridgemark pursued the sale of the              

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