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intend to create a partnership for Federal income tax purposes
(the Luna factors):
the agreement of the parties and their conduct in
executing its terms; the contributions, if any, which
each party has made to the venture; the parties’
control over income and capital and the right of each
to make withdrawals; whether each party was a principal
and coproprietor, sharing a mutual proprietary interest
in the net profits and having an obligation to share
losses, or whether one party was the agent or employee
of the other, receiving for his services contingent
compensation in the form of a percentage of income;
whether business was conducted in the joint names of
the parties; whether the parties filed Federal
partnership returns or otherwise represented to
respondent or to persons with whom they dealt that they
were joint venturers; whether separate books of account
were maintained for the venture; and whether the
parties exercised mutual control over and assumed
mutual responsibilities for the enterprise.
See also Estate of Kahn v. Commissioner, supra at 1189.
None of the Luna factors is conclusive of the existence of a
partnership. Burde v. Commissioner, 352 F.2d 995, 1002 (2d Cir.
1965), affg. 43 T.C. 252 (1964); McDougal v. Commissioner, 62
T.C. 720, 725 (1974). We apply each Luna factor to the
stipulated facts of this case to determine whether petitioner and
Crocus engaged in a joint venture to conduct foreign trade shows
during the taxable periods at issue.
1. The Agreement of the Parties and Their Conduct in
Executing Its Terms
Petitioner admits there was no written agreement between
petitioner and Crocus to operate foreign trade shows as a joint
venture. However, petitioner argues that the trade show
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