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whether, considering all the facts--the agreement, the
conduct of the parties in execution of its provisions,
their statements, the testimony of disinterested
persons, the relationship of the parties, their
respective abilities and capital contributions, the
actual control of income and the purposes for which it
is used, and any other facts throwing light on their
true intent--the parties in good faith and acting with
a business purpose intended to join together in the
present conduct of the enterprise. * * * [Fn. ref.
omitted.]
As we see it, a similar inquiry is required where, as in the
present case, the dispute concerns the date that an individual's
status as a partner of a limited partnership is terminated.
Although one can draw an inference from both the settlement
agreement and sale agreement that petitioner remained a Life Care
partner until June 1990, the agreements do not define the
membership of the Life Care partnership or otherwise address
petitioner's status. The agreements do little more than describe
the terms and conditions by which petitioner ultimately
transferred his Life Care partnership interest. In this regard,
we are not persuaded that the duration of petitioner's status as
a Life Care partner is prescribed solely or unambiguously by the
terms of the agreements.
Consistent with the preceding discussion, we conclude that
respondent's reliance on Commissioner v. Danielson, supra, is
misplaced. In short, Danielson stands for the proposition that,
absent proof showing mistake, fraud, undue influence, duress, or
the like, a taxpayer generally is bound by the terms of an
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