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promoters, or offering materials has been held an inadequate
defense to negligence. Rybak v. Commissioner, 91 T.C. 524, 565
(1988); Freytag v. Commissioner, 89 T.C. 849, 889 (1987), affd.
904 F.2d 1011 (5th Cir. 1990), affd. 501 U.S. 868 (1991); Coggin
v. Commissioner, T.C. Memo. 1993-209, affd. 71 F.3d 855 (11th
Cir. 1996); Klieger v. Commissioner, T.C. Memo. 1992-734. In
addition, a thorough review of the materials indicates that the
cash-flow analyses were incomplete and could not be relied on as
projections of income or loss or profitability of the
partnerships. Furthermore, the offering materials contained
numerous warnings and risks. Petitioner testified that he
thought the tax opinion letters were conservative, but he gave no
explanation for his conclusion. We think that the cautionary
statements in the materials would have alerted a reasonable
investor that the projected cash-flow, deductions, and credits of
the partnership were questionable. See Estate of Hogard v.
Commissioner, T.C. Memo. 1997-174.
Petitioner testified that he talked with Bob Gold, a general
partner in one of the Barrister entities; however, petitioner
could not recall the content of the conversations. Most, if not
all of the conversations, occurred subsequent to petitioners'
investment in the Barrister partnerships and apparently concerned
the administrative proceedings at the partnership level. Thus,
it does not appear that such action was aimed at monitoring
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