Domingo A. Lopez - Page 11




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            partners through large upfront deductions for expenditures that                            
            were actually capital contributions.  The Court concluded further                          
            that the partnership was not involved in a trade or business and                           
            had no realistic prospect of entering into a trade or business                             
            with respect to any technology that was to be developed by U.S.                            
            Agri.                                                                                      
                  Petitioner here contends that his investment in Blythe I was                         
            motivated solely by the potential to earn a profit.  Petitioner                            
            contends further that his reliance on the advice of his certified                          
            public accountant and tax attorney, Mr. McDevitt, should absolve                           
            him of liability for the negligence penalty in this case.                                  
            Petitioner also argues that, taking into account his experience                            
            and the nature of the investment in Blythe I, he exercised the                             
            due care that a reasonable and ordinarily prudent person would                             
            have exercised under like circumstances.  For the reasons set                              
            forth below, the Court does not agree with petitioner's                                    
            contentions.                                                                               
                  First, the principal flaw in the structure of Blythe I was                           
            evident from the face of the very documents included in the                                
            offering.  A reading of the R & D agreement and licensing                                  
            agreement, both of which were included as part of the offering,                            
            plainly shows that the licensing agreement canceled or rendered                            
            ineffective the R & D agreement because of the concurrent                                  
            execution of the two documents.  Thus, the partnership was never                           





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Last modified: May 25, 2011