- 32 -                                         
         and selling commercial property, including the Gulf Highlands                
         resort.                                                                      
              Petitioners argue that the 40 acres was acquired as a                   
         passive investment and that the development activities of Towers             
         Development should not be attributed to them.  The record is                 
         clear, however, that from the outset, Briggs, Mr. Morris, and                
         Daniell had a preconceived plan to develop both the phase I land             
         acquired by Towers Development and the adjacent 40 acres, and to             
         split net profits therefrom equally as part of their joint                   
         venture.  Briggs testified that the acquisition by Towers                    
         Development of the 100 acres making up phase I and the                       
         acquisition by Briggs and Daniell of the adjacent 40 acres were              
         structured as separate transactions for tax reasons.23  About 13             
               23 On direct examination, Briggs testified as follows:                 
               Q.  When you bought this property, did you consult your                
               accountants about the transaction?                                     
               A.  They recommended that we structured [sic] it that way.             
               They said-–and I’m paraphrasing this and I may not be                  
               exactly right.  It was a long time ago.  They said, Well, if           
               you buy it over here–-one piece over here-–you’ve got one              
               entity–-and this other one here is a different entity, when            
               you get-–if this different entity causes some action that              
               causes the value of the land to go up, you know, and you               
               buy–-the other entity goes and buys it for the real value of           
               the land, as it went up, but the second one didn’t work,               
               well, then you’d be stuck with the land.                               
                    But anyway, that would be qualified for what they said            
               was long-term capital gain, and you’d pay less taxes.                  
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