Andantech L.L.C., Wells Fargo Equipment Finance, Inc. (f.k.a. Norwest Equipment Finance, Inc.), Tax Matters Partner, and Wells Fargo & Co., A Partner Other Than the Tax Matters Partner, et al. - Page 83




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          Tower, 327 U.S. 280, 286 (1946); see also ASA Investerings Pship.             
          v. Commissioner, 201 F.3d 505, 513 (D.C. Cir. 2000), affg. T.C.               
          Memo. 1998-305.  When the existence of an alleged partnership is              
          challenged, the question arises whether the partners truly intended           
          to join together for the purpose of carrying on business and                  
          sharing in the profits or losses or both.  Commissioner v. Tower,             
          supra at 286-287.  “Business activity” excludes activity whose sole           
          purpose is tax avoidance.  ASA Investerings Pship. v. Commissioner,           
          supra at 512.                                                                 
                         a.    Andantech-Foreign Should Be Disregarded                  
                         Because Messrs. Parmentier and de la Barre                     
                         d’Erquelinnes Did Not Intend To Join Together for              
                         the Purpose of Carrying On a Business and Sharing              
                         in the Profits or Losses From the Equipment Leasing            
                         Activity                                                       
               In these consolidated cases, we are convinced that Messrs.               
          Parmentier and de la Barre d’Erquelinnes did not intend to join               
          together in order to share in any profit or loss from the business            
          activity of Andantech-Foreign; namely, the sale and leaseback of              
          computer equipment.  Rather, to the contrary, we are convinced that           
          Mr. Parmentier’s true business objective was to profit from the               
          preferred stock of RD Leasing that he expected to receive.                    
               The correspondence between Mr. Parmentier’s attorney, Mr.                
          Temko, and Comdisco establishes to us that Mr. Parmentier’s sole              
          concern was with his potential tax liability and financial risk.              
          Mr. Parmentier wanted assurances that he and Mr. de la Barre                  
          d’Erquelinnes could (1) promptly recover their $200,000 investment,           






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