The opinion
Scott, J., dissenting: I agree with the portions of Judge Simpson’s dissenting opinion which are under the headings “1. Other Significant Characteristics” and “2. Limited Liability.” For these reasons, I would conclude that Mai-Kai and Somis have more corporate than partnership characteristics and, therefore, I do not agree with the contrary conclusion of the majority. In my view, having reached this conclusion, it is immaterial whether the two partnerships had continuity of life within the meaning of the regulations. However, I think it worth noting that each partnership under its agreement had a method of continuing its life until the limited partners chose to dissolve it. In my view, this characteristic of each partnership is comparable to the continuity of life characteristic of a corporation.
Raum, J., agrees with this dissent.