Harbor Cove Marina Partners Partnership, Robert A. Collins, A Partner Other Than The Tax Matters Partner - Page 30

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          result in its termination.  Id. at 526.  Respondent argued in               
          Baker Commodities, Inc. that the partnership had terminated upon            
          its sale of the hospital because it then ceased engaging in its             
          principal business activity.  The court disagreed.  The court               
          held that the cessation of a partnership’s primary purpose is not           
          necessarily a termination under section 708 but what is required            
          by the statute is a complete cessation of all partnership                   
          activity, inclusive of a distribution to the partners of all of             
          the partnership’s assets.  Id.; accord Neubecker v. Commissioner,           
          supra at 582-583 (complete cessation of the partnership business            
          is required to effect a termination of the partnership under                
          section 708(b)(1)(A)).  The court noted that a partnership whose            
          sole operation is the winding up of its affairs terminates only             
          upon the cessation of all activity and the distribution of its              
          remaining asset, cash.  Baker Commodities, Inc. v. Commissioner,            
          supra at 526-527.                                                           
               In Baker Commodities, Inc. v. Commissioner, supra at 526,              
          the court also relied upon Ginsburg v. United States, 184 Ct. Cl.           
          444, 396 F.2d 983 (1968).  There, the partnership discontinued              
          its primary business activity, the development of land, but                 
          continued to cultivate the land.  The Court of Claims declined to           
          find that the partnership had terminated through a cessation of             
          its primary business.  The Court of Claims rejected the                     

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