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reported on the status of the maturing jojoba plants, were
nothing more than the actions of interested investors keeping up
with their investment.
Although the license agreements entered into by Yuma Mesa
and Cactus Wren nominally had different parties as licensees, the
licensees were controlled by the same four individuals. Yuma
Mesa's licensee, Mesa, was controlled by HTP's shareholders
Almand, Peterson, Damer, and Meinke. Cactus Wren's licensee,
MBP, was also owned in equal shares by Almand, Peterson, Damer,
and Meinke.
AI entered into a management agreement on December 31, 1982,
with Mesa to be the farm manager for plantation I. On December
31, 1983, AI entered into a substantively identical management
agreement with Mesa to be the farm manager for plantation II.
Pursuant to these contracts the manager agreed: (1) To develop
and plant the property as a jojoba plantation; and (2) to manage,
operate, and maintain the property as a jojoba plantation and to
engage in research with respect to jojoba cultivation.
Included in the management agreement with Yuma Mesa for
plantation I is a budget for the initial year that allocates
$198,600 to development costs such as "clearing, demolition and
spraying * * * grade fields * * * ripping * * * discing * * *
seed jojoba * * * jojoba seed," among other things. Based upon
this management contract, we conclude that AI performed all of
the physical work upon plantation I.
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