River City Ranches #1 Ltd., Leon Shepard, Tax Matters Partner - Page 67

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          formed in California as limited partnerships.  RCR #5, RCR #6,               
          OGT 87, and OGT 90 were formed in California as general                      
          partnerships, and RCR #7 was formed in Nevada as a general                   
          partnership.                                                                 
               Petitioners’ argument that under State law a partnership is             
          its partners provides no legal support for their conclusion that             
          the partnerships were victims of theft.  Under California limited            
          partnership law, a limited partnership is a partnership formed by            
          two or more persons under California law and having one or more              
          general partners and one or more limited partners.  Cal. Corp.               
          Code secs. 15501, 15611(1) (West 1991 & Supp. 2002).  Pursuant to            
          California and Nevada general partnership law, a partnership is              
          an association of two or more persons to carry on as co-owners a             
          business for profit.  Cal. Corp. Code sec. 15006(1); Nev. Rev.               
          Stat. Ann. sec. 87.060 (Michie 1999 & Supp. 2001).  It is obvious            
          by definition that a partnership comprises of its partners.                  
          However, no conclusion can be drawn from this fact alone that a              
          theft from the partners is a theft from the partnerships.                    
               Petitioners’ argument that the partnerships were defrauded              
          because the partnerships are aggregates of all the partners who              
          were defrauded is unsupported by California and Nevada law.  This            
          argument is a refined rendition of petitioners’ first argument               
          and is based on their conclusion that for all purposes a                     
          partnership is an aggregate of its individual partners.                      






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