Thomas N. Carmena - Page 17




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          LaVerne v. Commissioner, 94 T.C. 637, 652 (1990), affd. without             
          published opinion 956 F.2d 274 (9th Cir. 1992), affd. in part               
          without published opinion sub nom. Cowles v. Commissioner, 949              
          F.2d 401 (10th Cir. 1991); Glassley v. Commissioner, T.C. Memo.             
          1996-206.  In fact, the offering cautioned that prospective                 
          investors should not "construe this memorandum or any prior or              
          subsequent communications as constituting legal or tax advice"              
          and urged investors to "consult their own counsel as to all                 
          matters concerning this investment."  The offering was replete              
          with statements, including the cover page statement that "THIS              
          OFFERING INVOLVES A HIGH DEGREE OF RISK", warning of tax risks              
          involved with the investment and the highly speculative nature of           
          the commercial viability of the jojoba plant.  The offering                 
          contained inconsistent information, such as the statement on page           
          9 that the general partner "has limited experience in dealing in            
          Jojoba beans and is mainly relying on the R & D Contractor to               
          develop technology and plant cultivars over the term of the R & D           
          Agreement", contrasted with the statement on page 34 that the               
          general partner "pioneered the development of the Blythe Airport            
          as an alfalfa ranch and jojoba farming in Desert Center" and was            
          "familiar with the development of jojoba, citrus, vineyards,                
          alfalfa and asparagus."  Such inconsistencies should have raised            
          a healthy suspicion in the mind of a reasonable and ordinarily              
          prudent investor, even one lacking any legal, tax, or                       





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