Stanley P. Zurn - Page 20

          involvement undisclosed and/or petitioner's propensity to enter             
          into undocumented and informal relationships coupled with his               
          aversion to lawyers.                                                        
               Key to our analysis, however, are the circumstances at the             
          time petitioner began his involvement with Ms. Jackson.  Her                
          prior enterprise was in bankruptcy, and litigation in Federal               
          court was pending regarding the prior enterprise's contract.                
          Although a corporate entity had been formed (Cities), it was                
          without funding and needed initial capital to pursue the Century            
          project.  Ms. Jackson was in a position to offer her business               
          acumen and the preferred status of Cities, her minority-owned               
          corporation.  In this regard, Ms. Jackson's most recent business            
          experiences had been less than successful.  Petitioner had                  
          government and road construction experience, and most                       
          importantly, he was a source of funding.  Under these                       
          circumstances, we find that petitioner's capital investment in              
          the joint venture was $52,000, consisting of the initial $12,000            
          payment made in June 1986 and the $40,000 insurance payment.                
          These amounts were prerequisites to obtaining the Century                   
          project.  The remaining advances are to be treated as loans to              
          the joint venture.                                                          
               Having decided that petitioner was engaged in a joint                  
          venture, and the allocation of the total amount of advances into            
          discrete categories, we next consider the parties' positions                

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