Joseph and Susan L. Ferraro - Page 35




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          been so naive if the Clearwater investment had not been driven by           
          the promise of large tax benefits.  Second, there is no                     
          explanation why the many caveats and warnings regarding the tax             
          and business risk factors detailed in the offering memorandum did           
          not alert petitioner to investigate the Clearwater investment in            
          more detail.  The Clearwater private offering memorandum                    
          contained cautionary language that was directed to the investor.            
          Petitioners have presented no reason for us to doubt that the               
          cautionary language meant what it said.                                     
               We therefore are not convinced of petitioner's professed               
          faith in the representations in the offering memorandum, which              
          was allegedly based on the concept that the securities laws                 
          discourage false and misleading statements.  Regardless of                  
          whether petitioners have a cause of action under Federal or State           
          securities laws against Clearwater or any of its promoters,                 
          petitioners were not relieved of the duty to conduct an                     
          independent investigation of their investment before claiming tax           
          benefits therefrom.  Under these circumstances, petitioner's                
          failure to look beyond the private offering memorandum and the              
          representations by Burstein and Ulanoff was unreasonable and not            
          in keeping with the standard of the ordinarily prudent person.              
          See Triemstra v. Commissioner, T.C. Memo. 1995-581; see also                
          LaVerne v. Commissioner, supra; Marine v. Commissioner, 92 T.C.             







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