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Soviet Union canceled a contract, petitioner alone could retain
liquidated damages.
This Luna factor weighs against the finding of a joint
venture between petitioner and Crocus during the taxable periods
at issue.
Six of the eight Luna factors weigh against the finding of a
joint venture; one Luna factor is neutral; and one Luna factor
supports the finding of joint venture. Applying the various Luna
factors, with no one factor being conclusive, we hold there was
no joint venture between petitioner and Crocus to operate foreign
trade shows during the taxable periods at issue.
We reach the same result using an overall or “gestalt”
approach. Whether a joint venture exists depends ultimately on
the intent of the parties. Commissioner v. Culbertson, 337 U.S.
733 (1949); Commissioner v. Tower, 327 U.S. 280 (1946). The
trier of fact is to ascertain the parties’ intent by “considering
all the facts--the agreement, the conduct of the parties in
execution of its provisions * * * and any other facts throwing
light on their true intent”. Commissioner v. Culbertson, supra
at 742; Burde v. Commissioner, 352 F.2d at 1002.
Considering all the facts and circumstances of this case
that the parties have seen fit to reveal, we find that petitioner
and Crocus did not intend to join together in the conduct of a
joint venture or ventures to share profits or losses. Crocus was
reimbursed for its trade show expenses by ECI; there is no
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