the licensing agreement cancelled out the r and d agreement and that any experienced a lawyer capable of reading and understanding the subject documents should have understood the legal ramifications of the one versus the from a corporation that was an unrelated entity when the r and d was successful the partnership had an option to exercise a licensing agreement with the r an tax court's decision is assuming is that dr lopez or anybody who was reading this offering circular could have understood that the general partner in this case would give away the  terms nobody reading the circular could have imagined that the general partner would do something that was so adverse to the to the business interests of the partnership but that it was pretty clear from all of the documentation that these folks have no experience it was clear that there were no guarantees of tax benefits and even even a lawyer you testified that his review it's written by attorneys for attorneys it provides cover for the promoters and that's the very nature of these types of limited partnerships where i think the tax court decision is extremely unfair is that it basically  tributes to dr well as information and knowledge about about what was happening between the r and d partnership and the and the and the licensing that he had no way of knowing and and and that attribute and i think it's extremely unfair the other thing the tax court decision i think is clearly erroneous about this it goes on to say well not only does the offering circular say you know such and such but you can't even depend on the terms of the offering circular you must go out and conduct your own independent survey independent study of the market you know who's going to buy these until the underlying tax case was over before he could read again his issue about negligence and that was because the general partner dragged the matter on for a very long period of time by by  first payment under that no they called for annual payments so he did not just take the deductions and then walk away he continued to participate in the partnership and  exercise reasonable and due care in claiming the losses what he should have known was what was contained in the offering circular what was represented to him by mr moore the agent who sold him the investment whe he could not have known it was that the general partner would have given away the technology in this case by signing the licensing agreement thereby terminating the r an income generated from the partnership the i'm sorry i'm think they put on a very good case at all those are the precise facts of cantor and the precise facts of cancer was that there was a limited partnership they hired someone to do computer development and the partnership itself did not conduct until this moment i hadn't realized there was any issue about the tax course fining or reading of the offering circular and providing that the licensing agreement terminated the r and d agreement that has not been an all right investments you not that there was any issue about the finding that the r and d agreement was window dressing indeed that's what makes one of the things that makes situation counter involve the ultimately became a shield whether the partnership was in a trade or business and whether in the state of the law at that time you had to be in a trade a business etc the law was unsettled wasn't settled as a fact you had to be involved directly or indirectly in research and experimental activities that was where that was not clear in this case because as the court found the partnership never engaged in r and d because some disinterested parties who knew something about agriculture perhaps contacting in a state college or university with an agricultural program perhaps contacting the u seventy four is concluded the concern is that the agreements were structured in such a way that there could be no are indeed a caution because even if the us agra conducted r and d the agreement between ascertain whether or not this was a viable what was what were was i going to be able to make money from this investment with there be a market for these products if we could develop what kind of products might be developed there's getting that one problem while it was in our new contract there was no warranty he didn't discover that you lose now that's a pretty pretty clear la i'm putting a lot larger is somewhat larger picture but they focusing on one seventy four i think even to a layman reading the agreements which provided that the r and d agreement was the there are two sides of the tunnel of penalties here the sixty six fifty three languages penalties and the sixty six sixty one the understatement penalty and there's been no a champ made partner i'm not sure what his duty is to go out and research and do market studies and go to universities and things of that sort i think that's what he's depending upon the does go on for about four or five pages describing the microbiology and the genetic engineering and these doctors had written these great articles and there was all this money to be had by you know really engineering and hardening than that and this sort of