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distributed to it. While the minutes of the August 21, 1990,
meeting state that Dominguito's representative preferred cash
distributions and expressed concern about the "volatility of the
LIBOR notes", ABN had no such concern because it was fully
hedged. The minutes were manufactured to give the impression
that ABN was playing an active management role when it was not.
From the outset of their relationship, ABN was fully aware that
the LIBOR notes would be distributed to AlliedSignal.
E. Conclusion
The characteristics of AlliedSignal and ABN's relationship
are contrary to the characteristics of a bona fide partnership.
AlliedSignal and ABN had divergent, rather than common,
interests. Moreover, they did not share in the venture's profit
and losses and did not comply with their partnership agreement
when it conflicted with the Bermuda Agreement. AlliedSignal and
ABN knew that their conduct could jeopardize ASA's partnership
status, so they carefully avoided documenting their true intent.
In short, AlliedSignal, ASIC, and ABN's agents--Barber and
Dominguito--did not have the requisite intent to join together
for the purpose of carrying on a partnership and sharing in the
profits and losses therefrom. Further analysis reveals that
AlliedSignal and ABN had a debtor-creditor relationship.
V. Debtor-Creditor Relationship
Whether parties are in a partnership or a debtor-creditor
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