Cactus Wren Jojoba, Ltd., Cecil R. Almand, Tax Matters Partner - Page 37

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            Equities, Inc., as lease payments.  HTP, MBP, Hilltop Ventures,                              
            and Townhill Equities, Inc., were owned and controlled by                                    
            identical parties--Almand, Peterson, Meinke, and Damer.                                      
            Additional amounts were paid over to AI in accordance with the                               
            management agreements and budgets summarized above.                                          
                  The passive nature and limited activity of Yuma Mesa and                               
            Cactus Wren, as well as their lack of control over all aspects of                            
            the investment, plainly demonstrate that the general partners of                             
            Yuma Mesa and Cactus Wren never intended that these partnerships                             
            would enter into a trade or business.13  Neither Yuma Mesa nor                               
            Cactus Wren was adequately capitalized by the general partners                               
            for operation as a business in the long-term.  Both Yuma Mesa and                            
            Cactus Wren had run out of capital by 1987 and were not able to                              
            purchase the wind machines.  None of the general partners had the                            
            expertise necessary to operate a jojoba plantation.  The                                     
            contractual arrangements between Yuma Mesa and HTP and between                               
            Cactus Wren and MBP, in addition to Mesa, made the prospects                                 
            unrealistic that the partnerships would ever be capable of                                   
            entering into a trade or business with respect to any technology                             
            that might be developed.  The actions of the general partners in                             


            13    As the Court of Appeals for the Fifth Circuit noted in                                 
            Harris v. Commissioner, 16 F.3d 75 (5th Cir. 1994), affg. T.C.                               
            Memo. 1990-80, supplemented by 99 T.C. 121 (1992):  [T]hose cases                            
            in which a sec. 174 deduction was upheld may be distinguished by                             
            one dispositive factor:  In each of the cases allowing the                                   
            deduction, the entity that incurred the research expenses                                    
            actually managed and actually controlled the use or marketing of                             
            the research.  Id. at 79.                                                                    




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