Walter L. Medlin - Page 138

                                       - 63 -                                         
          were not engaged in a partnership with respect to the Angel-Royse           
          Property.                                                                   
               A partnership is an organization for the production of                 
          income to which each partner contributes one or both of the                 
          ingredients of income, capital, or services.  Commissioner v.               
          Culbertson, 337 U.S. 733, 740 (1949).  In determining whether               
          there is a partnership, we consider the following 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.  [Luna v.                  
               Commissioner, 42 T.C. 1067, 1077-1078 (1964).]                         
          In order for there to exist a partnership, the parties must                 
          conduct some business activity.  Madison Gas & Elec. Co. v.                 


               44(...continued)                                                       
               I trust you will recall that Walter and Roger discussed                
               with you and I a settlement of the existing dispute                    
               over the Royse-Angell property by an even exchange of                  
               Walter’s interest in the Arrowhead Lakes property for                  
               Roger’s interest in the Royse-Angell property.  Walter                 
               apparently feels that he can salvage the Angell-Royse                  
               property and has directed me to proceed with the                       
               proposed settlement.  * * *                                            




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