Research Two Limited Partnership - Page 16




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          appeared commercially promising, the corporation would                      
          definitely exercise its option, and, if the corporation declined            
          to exercise the option, the project partnership and the limited             
          partnership would be left with the right to develop an asset                
          whose costs would not appear to justify additional investment.              
          See id. at 440-441.                                                         
               The Court of Appeals for the Fourth Circuit affirmed our               
          opinion, stating:                                                           
               The question is not whether it is possible in                          
               principle, or by further contract, for these                           
               partnerships to engage in a trade or business, but                     
               whether, in reality, the project partnership * * *                     
               possessed the capability in the years before the court                 
               to enter into a new trade or business in connection                    
               with the proposed * * * [technology].  The answer to                   
               the question of reality must be found in economic                      
               reality, which is revealed more by the direction of                    
               the money than by the complexion of the principle.                     
               [Diamond v. Commissioner, 930 F.2d at 375.]                            
               In Harris v. Commissioner, T.C. Memo. 1990-80, we held that            
          Research I, a partnership of which Mr. Townsend was a general               
          partner, was not entitled to deductions under section 174 for               
          amounts paid to CemCom for research and development services                
          which are similar to the research and development services                  
          provided by CemCom to Research II under the terms of the                    
          research and development agreement.  Research I and CemCom had              
          also entered into an agreement, similar to the technology                   
          transfer agreement between Research II and CemCom, under which              
          CemCom was granted the option to license the technology it                  






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