Edward L. Provost and Vicky L. Provost - Page 16




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          input into the project to make sure that they would be                      
          successful.”                                                                
               Respondent contends the $40,000 consulting fee was a                   
          handsome profit on petitioner’s $200,000 investment, and the                
          agreement was indicative of a joint venture.  We agree that                 
          petitioner’s participation in the Corbin project and his                    
          relationship with Mr. Magness more closely resembled a joint                
          venture than a debtor-creditor relationship.  This factor favors            
          respondent’s position.                                                      
          6.   Status Equal to or Inferior to that of Regular Creditors               
               Whether an advance is subordinated to regular creditors                
          bears on whether the taxpayer was acting as a creditor or an                
          investor.  See Estate of Mixon v. United States, 464 F.2d at 406.           
          In addition, “Failure to demand timely repayment effectively                
          subordinates the intercompany debt to the rights of other                   
          creditors who receive payment in the interim.”  American                    
          Offshore, Inc. v. Commissioner, supra at 603 (citing Inductotherm           
          Indus., Inc. v. Commissioner, T.C. Memo. 1984-281, affd. without            
          published opinion 770 F.2d 1071 (3d Cir. 1985)).                            
               Mr. Magness continued to pay other creditors in lieu of                
          petitioner after June 1, 1992, the date when petitioner was                 
          entitled to repayment of the $200,000 advance, plus interest,               
          under the promissory note and to payment of the consulting fee              
          under the Contract.  Petitioner did not demand or expect payment            






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