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supervision by Agricultural Investments, Inc., pursuant to
contract, as described infra.
Sullivan never traveled to Yuma, Arizona, to inspect the
site of the plantation. Woodburn visited the site in Yuma two or
three times before the abandonment of the partnership. As
general partners, Sullivan and Woodburn sent photographs and
letters regarding the growth of the jojoba plants to Yuma Mesa's
limited partners at least twice a year.
Toward the end of 1986 it became apparent that the weather
in Yuma, Arizona, would not permit successful operation of a
jojoba plantation. The cold winter temperatures damaged the
flowers on the jojoba plants, preventing the development of the
jojoba bean. The shareholders of Hilltop Plantations, Inc., the
research contractor, believed that wind machines were necessary
to overcome the effect of the cold weather. The general partners
of Yuma Mesa were unable to raise the additional capital needed
from investors to purchase the wind machines. Yuma Mesa then
abandoned development of plantation I in 1987.
a. The Private Placement Memorandum
The Meinke firm, with the assistance of counsel, prepared
the private placement memorandum (the offering) for Yuma Mesa.
Sullivan and Woodburn reviewed draft copies of the offering
before any subscriptions were taken for Yuma Mesa. Neither
Woodburn nor Sullivan participated in raising money for Yuma
Mesa. The funds were raised for Yuma Mesa through the networking
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