Harbor Cove Marina Partners Partnership, Robert A. Collins, A Partner Other Than The Tax Matters Partner - Page 31

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          Government’s argument that a partnership terminates upon the                
          abandonment of its primary purpose, stating:                                
                    Subparagraph (A) of Section 708(b)(1) provides                    
               that a partnership is terminated if ‘no part of any                    
               business, financial operation, or venture of the                       
               partnership continues to be carried on by any of its                   
               partners in a partnership’ (emphasis added).  There is                 
               nothing to indicate that this provision requires less                  
               than what it says--a complete cessation of all                         
               partnership business--and therefore we cannot accept                   
               the Government’s contention that a partnership is                      
               terminated if it abandons just its ‘primary purpose.’                  
               See David A. Foxman, 41 T.C. 535, 557 (1964), aff’d,                   
               352 F.2d 466 (C.A. 3, 1965) (no termination even though                
               ‘these items were of comparatively minor character in                  
               contrast to the enterprise previously carried on’);                    
               James v. United States, 63-1 U.S.T.C. 9478, at 88307,                  
               88309 (M.D. Ga. 1963); cf. Treas. Reg. � 1.708-1(b)(1).                
               [Id. at 988.]                                                          
          The Court of Claims also stated that “the fact that the                     
          partnership continued to hold the property for a business                   
          purpose--investment–-might well be an adequate showing that it              
          was not sufficiently inoperative to evoke the termination                   
          provision of Section 708(b)(1)(A).”  Id.; accord Yagoda v.                  
          Commissioner, 39 T.C. 170, 182-183 (1962) (partnership that                 
          ceased its business and existence in 1945 was not terminated for            
          Federal income tax purposes until 1947, when it finished winding            
          up its affairs), affd. 331 F.2d 485 (2d Cir. 1964); Hoagland v.             
          Commissioner, T.C. Memo. 1971-310 (partnership did not terminate            
          as a result of cessation of business where the land development             
          business for which it was originally formed was frustrated and              

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