Estate of Emerson Winkler, Deceased, Thomas Winkler and Darrell S. Winkler, Co-Executors, et al. - Page 20

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                  Whether a valid partnership exists for Federal tax                   
             purposes is governed by Federal law.  See Commissioner v.                 
             Culbertson, 337 U.S. 733 (1949); Lusthaus v. Commissioner,                
             327 U.S. 293 (1946); Commissioner v. Tower, 327 U.S. 280                  
             (1946); Evans v. Commissioner, 447 F.2d 547, 550 (7th Cir.                
             1971); Frazell v. Commissioner, 88 T.C. 1405, 1412 (1987);                
             Wheeler v. Commissioner, T.C. Memo. 1978-208.  Section 761                
             of the Code defines the term "partnership" as follows:                    

                  (a) PARTNERSHIP.--For purposes of this sub-                          
                  title, the term "partnership" includes a                             
                  syndicate, group, pool, joint venture or other                       
                  unincorporated organization through or by means                      
                  of which any business, financial operation, or                       
                  venture is carried on, and which is not, within                      
                  the meaning of this title [subtitle], a corpora-                     
                  tion or a trust or estate. * * *                                     

             See also sec. 7701(a)(2).  The term "partnership" as                      
             defined by the Code is broader in scope than the common                   
             law meaning of partnership, and may include groups not                    
             traditionally considered partnerships.  Sec. 1.761-1(a),                  
             Income Tax Regs.; sec. 301.7701-3(a), Proced. & Admin.                    
             Regs.                                                                     
                  A partnership is created "when persons join together                 
             their money, goods, labor, or skill for the purpose of                    
             carrying on a trade, profession, or business and when there               
             is a community of interest in the profits and losses."                    
             Commissioner v. Tower, supra at 286.  Generally, "each                    




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