Cactus Wren Jojoba, Ltd., Cecil R. Almand, Tax Matters Partner - Page 36

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                  Included in the management agreement with Cactus Wren for                              
            plantation II is a budget for the initial year that allocates                                
            $43,800 to the purchase and planting of cloned plant material and                            
            $7,689 (for 7 months) to culturing costs, such as fertilizing,                               
            pest control, weeding, and other ongoing farm activities.  Based                             
            upon this management contract, we conclude that AI performed all                             
            of the physical work upon plantation II.                                                     
                  From the formation to the abandonment of the partnerships,                             
            Yuma Mesa and Cactus Wren had no employees.  See Harris v.                                   
            Commissioner, 16 F.3d at 80 n.10.  By contrast, AI employed two                              
            managers, Don and Kelly Shooter, and hired individuals to perform                            
            the actual farm work on the plantation.  Additionally, AI had                                
            established itself in the jojoba farming industry as a plantation                            
            manager.  By 1986, AI was running approximately 10 jojoba                                    
            plantations, several which were planted prior to those of Yuma                               
            Mesa and Cactus Wren.                                                                        
                  We do not accept the testimony of Peterson at trial that                               
            Mesa "did all the things that are required to raise jojoba."                                 
            Although Mesa had been engaged as the research and development                               
            subcontractor, petitioners presented no evidence that Mesa had                               
            any employees or exercised any control over the activities on the                            
            jojoba plantations.  From the evidence before us, it appears that                            
            Mesa's role was to ensure that the money paid by Yuma Mesa to HTP                            
            and by Cactus Wren to MBP for purported research and development                             
            went back to the shareholders of Hilltop Ventures, later Townhill                            




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