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of the claim" and that the Court should "look-back" to the
nature of the asset in the hands of the joint venture.
Respondent argues that petitioner was not holding the
club membership for sale to customers. Respondent also
argues that petitioner was not in the business of selling
club memberships, nor was he acting as a nominee of the
joint venture. According to respondent, petitioner
purchased the memberships to assist the club "in obtaining
permanent financing for its project" and thereby to ensure
that the joint venture "would ultimately profit from the
project." Respondent cites Whipple v. Commissioner, 373
U.S. 193 (1963), and compares petitioner's purchase of
the memberships "to a stockholder lending funds to his
corporation to improve its financial condition, which in
itself does not amount to a trade or business." Respondent
argues that "petitioner was acting as MBC'S [the club's]
agent in selling his time-share memberships, and, thus,
held the memberships 'primarily' for the benefit of MBC."
Respondent denies petitioners' assertion that petitioner
purchased the memberships to complete the joint venture's
original development plan. If that were true, respondent
asks why the joint venture did not purchase the unsold
memberships. According to respondent, petitioner purchased
the unsold memberships as a matter of tax planning so they
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