*792 Where the petitioners, as tenants in common of undivided interests in an oil and gas lease, arranged for the development and management of their property through separate, individual agreements with a common agent whose powers and authority were expressly delegated and fixed in advance by such separate agreements, held, that the petitioners did not constitute associations taxable as corporations.
*1039 These consolidated proceedings involve income and excess profits taxes determined by the respondent as follows:
| Deficiency | ||||
| Petitioner | Docket No. | Calendar year | Income tax | Excess profits tax |
| C. A. Evarts et al., Ollie Cook Lease Syndicate | 83000 | 1932 | $176.51 | None |
| C. A. Evarts et al., Jamison Lease Syndicate | 82995 | 1933 | 328.64 | $119.51 |
It is stipulated that the petitioners denominated in the caption as Ollie Cook Lease Syndicate and Jamison Lease Syndicate are identical. It is further stipulated that the reason for the difference in the captions of the two cases is that for*793 the years 1932 and 1933 partnership returns of income, form 1065, were filed in the name of C. A. *1040 Everts et al., Ollie Cook Lease Syndicate, and C. A. Everts et al., Jamison Lease Syndicate, respectively, and the respondent issued the deficiency notices, from which these appeals were filed, in the respective names shown on such partnership returns.
The deficiencies in controversy result from the respondent's determination that the petitioners were engaged in business during 1932 and 1933 as associations subject to income tax as corporations for each of those years and to excess profits tax as corporations for 1933. The amount of the latter tax was determined by the respondent on the basis of no declared value of capital stock.
The questions presented are:
1. Whether the petitioners are associations taxable as corporations for each of the years 1932 and 1933, and, if so, then
2. In the alternative as to the year 1933, (a) whether sections 215 and 216 of the National Industrial Recovery Act, relating to excess profits tax, are constitutional, and, if so, (b) whether the petitioners may, by amended petition, declare a capital stock value of eight times their*794 net income, and based upon such declaration of value, whether there is any excess profits tax for the year 1933.
The parties have stipulated that the net income shown by the deficiency notices on which these appeals are based, is the correct net income if it is finally decided that the petitioners herein are associations taxable as corporations.
These proceedings have been submitted upon a stipulation of facts and testimony and exhibits adduced at the hearing. The stipulation of facts and the numerous appendices thereto are adopted as a part of our findings of fact and incorporated herein by reference. Only such findings as are necessary to decision are set out herein.
FINDINGS OF FACT.
During a period of about 25 years, including 1932 and 1933, C. A. Everts has been engaged in the business of drilling oil wells and producing oil. During the past 15 years he has conducted his individual business under the trade name of "Everts Drilling Company", in sole proprietorship. He owned drilling equipment and, at least since 1931, when he became interested in the East Texas oil field, his usual method of operation has been to obtain a seven-eighths working interest in oil and*795 gas leases and as an individual to sell and assign undivided fractional interests in such leases to numerous persons for the purpose of financing the development operations. Sometimes he drilled and brought in a producing well and then offered for sale only a sufficient number of fractional interests in a lease to pay the expenses incurred in drilling and equipping the well. Under a power of attorney executed by each purchaser of a fractional interest, *1041 Everts, alone, directed the development of the property, managed the production and sale of oil and gas produced therefrom, and distributed the proceeds thereof. All of his transactions were reflected in his personal books of account, kept in the name of Everts Drilling Co. He operated under that method because it had been his experience that prospective investors would not purchase stock in a corporation or any interest under a declaration of trust formed to carry out such an operation, but instead wanted a direct assignment of an interest in his leases.
On February 15, 1932, Everts acquired by assignment from W. W. Jamison, an undivided one-half interest in and to an oil and gas lease on approximately 17 acres of*796 land known as the Ollie Cook fee, located in Gregg County, Texas. Under the terms of that assignment, Everts was obligated, inter alia, to drill and equip one well free of cost to the assignor; to bear one-half of the operating costs, and, under certain conditions, to drill a second well at his own expense, with certain specified exceptions. That assignment was subscribed and acknowledged by the parties before a notary public and was recorded on March 12, 1932, in the deed records of Gregg County, Texas. Hereinafter, this lease will be referred to as the Jamison lease.
Everts divided his one-half interest in the Jamison lease into 5,000 fractional interests and offered, as an individual, to sell 3,500 of such fractional interests at $10 each. His offer to sell was made through the mailing of approximately 3,000 letters and an accompanying folder describing the property and the prospects of success and setting forth certain charges which would be made after production commenced. The letter invited the recipient to "join us in the ownership of this property" and to "invest * * * toward financing the drilling and equipping of this property." Attached to the letter was a "subscription" *797 blank addressed to C. A. Everts and which, in part, stated: "I am enclosing herewith $ for interest in our EVERTS-JAMISON LEASE DRILLING FUND (owning the 50-50 drilling contract on 17 acres, being all of the Jamison Lease, Penn Survey, Gregg County, Texas) for which please send contract assignment covering my portion of the ownership at once." The subscription blank further stated that it was understood that the total fund of $50,000 would fully pay for drilling and equipping two wells and that pumping charges would be limited to $100 monthly and an additional charge of $100 per month would be made to cover all supervision and office overhead.
Upon the receipt of each signed and dated subscription, together with the remittance for the number of fractional interests purchased, Everts filled out in duplicate and signed as assignor an instrument *1042 entitled "Assignment and Power-of-Attorney", mailing both of them to the purchaser, with instructions to sign and return the duplicate to him. This was done and Everts retained the duplicate. In each instance the "Assignment and Power-of-Attorney" executed by Everts and the purchaser of a fractional interest in the Jamison lease*798 was similar in form to the following:
ASSIGNMENT and Power-of-Attorney
STATE OF TEXASCOUNTY OF DALLAS KNOW ALL MEN BY THESE PRESENTS:
That I, C. A. Everts of Dallas County, Texas, hereinafter called Assignor, for and in consideration of the sum of *TWENTY-FIVE* ($25.00) dollars, cash to me in hand paid, (and other good and valuable considerations), the receipt of which is hereby acknowledged and confessed, have GRANTED, BARGAINED, SOLD, CONVEYED, TRANSFERRED and ASSIGNED, and by these presents do GRANT, BARGAIN, SELL, CONVEY, TRANFER and ASSIGN unto T. N. BREWER hereinafter called assignee, (his) (her) heirs and assigns an undivided
ONE-TWO-THOUSANDTH (1/2000TH)
interest in and to an undivided one-half (1/2) of the full seven-eighths (7/8) oil an gas lease and leasehold estate created thereby covering the following described land:
Being Seventeen (17) acres Ollie Cook Fee,
G. F. Penn Survey, Gregg County, Texas.together with the same interest in two wells to be drilled on said property said wells to be drilled to the depth of the Woodbine Sand and fully equipped for flowing its production in the tanks, including the tanks.
AND KNOW ALL MEN BY THESE PRESENTS: That*799 I, the said assignee herein, owner of the interest in the oil and gas lease herein conveyed, for the purpose of seeing that my pro rata part of the oil and gas that may be produced and saved and marketed from said lease are properly cared for and marketed to the pipe line companies or other purchasers, and for the purpose of effecting an advantageous and quick sale of my said interest in said lease should an advantageous opportunity for such sale present itself, for myself and not jointly with any one else, do hereby make, constitute and appoint C. A. Everts of Dallas County, Texas, my true and lawful agent and attorney in fact, to act for me in my name, place and stead, in caring for and marketing the oil and gas that may be produced and saved from said lands, or to sell the property conveyed to me by this instrument in such manner and for such price as is deemed by him to my best interest; and I do hereby expressly authorize and empower the said C. A. Everts to market such oil and gas that may be produced and saved from said land and well situated thereon, collect and receive my pro rata part of the proceeds from such oil and gas produced and saved from said premises, and I do hereby*800 designate and appoint the said C. A. Everts, my agent, to receive and collect for me from time to time, from *1043 any pipe line company which may handle such oil or gas, or other purchasers, all monies that may be due me from the proceeds of the sale of such oil, gas or property. And my agent is authorized and empowered to execute in my name and for me, proper division or transfer orders or deeds of conveyances, and to give all proper receipts for said monies and to pay out of the proceeds from the sale of any oil or gas realized from the said lease any expenses made reasonably necessary in the matters mentioned; and to pay any and all taxes against such oil or gas lease from the proceeds of same, and thereafter make regular disbursements to me of the net balance, as my interest may appear. No conveyance of the interest of the grantee herein shall be made by the grantee herein, during the life of this power-of-attorney. This power-of-attorney shall continue without being revoked for five years from this date, and thereafter until revoked by writing, fully executed and delivered to said agent, and during said period of time this power of attorney shall not be revoked by my*801 death or incapacity, and all monies due me from said property shall in such event, be paid to my legal representatives. This power of attorney shall be construed so that said agent in performing said duties, shall act for me separately from all others, even though other owners of interest are represented by him.
IN WITNESS WHEREOF, the said assignor has signed these presents and the assignee has likewise caused these presents to be signed for the purposes aforesaid, in duplicate originals, this the 13th day of May A.D. 1932
DUPLICATE
Please Sign and Return to C. A. EVERTS
C. A. EvertsASSIGNOR
T. N. BrewerASSIGNEE
Witness:
N. L. SquireNone of the assignments were acknowledged or recorded.
The terms of the "Assignment and Power-of-Attorney" were carried out in the transactions from which the income here involved arose, except that in several instances the restriction on the conveyance by the assignees of fractional interests was waived by both Everts and such assignees.
By the end of 1932, Everts had sold fractional interests in the Jamison lease and had delivered an "Assignment and Power-of-Attorney" to 347 different individuals and by the end of 1933*802 he had sold such interests and delivered such assignments to 647 different individuals. Those individuals resided in various states throughout the United States and a few of them in Canada, and but a few of them were acquainted with each other. They never held any meetings, by proxy or otherwise. None of them, separately or collectively, were ever consulted by Everts as to the development and operation of the property, or the distribution of the proceeds therefrom, but such operations were carried out and the distributions made by Everts pursuant to the provisions of his separate power of attorney from each individual owner of a fractional interest. Everts developed and operated the Jamison lease property on behalf of the coowners of fractional interests therein, including himself, and no sale of the Jamison lease nor purchase of any additional lease was made by Everts on behalf of such owners during the taxable years.
*1044 Permits authorizing the drilling of two wells were applied for by Everts and granted to him by the appropriate officials of the State of Texas. Everts drilled, equipped, and operated those wells during the years here involved. From time to time*803 Everts mailed letters to the coowners of fractional interests reporting on the progress in drilling on the Jamison lease, on which two producing oil wells were brought in on May 23, 1932, and July 25, 1933, respectively. He also arranged for the sale of the oil, as produced, to pipe line companies, which paid direct to him the purchase price of such oil pursuant to and in accordance with the terms of a division order signed by Everts.
Upon Everts' receipt of the proceeds from the sale of oil from the wells on the Jamison lease he deposited the same in one of his personal bank accounts known as the "Everts Drilling Company Production Account", in which he also deposited all receipts from the sale of oil from wells on other properties operated by him. Everts maintained other bank accounts, in which he deposited all receipts other than from the sale of oil. He prepared monthly lease operating statements showing the net amount distributable to the owners of fractional interests after deducting pumping and supervision charges. On or about the 20th day of each month a check was drawn on the Everts Drilling Co. production account in favor of each owner of a fractional interest, including*804 Everts, for his or her pro rata share of the month's distribution, and mailed to such interest owners, together with a copy of the operating statement made from Everts' personal books of account.
At the inception of his interest in the East Texas oil filed, Everts entertained the idea of organizing corporations to take over the leasehold interests acquired by him, but later abandoned such idea when he found that investors were not interested in buying stock. However, in view of that idea, the general auditor in charge of Everts' office work and accounts purchased, on his own initiative, a set of books bearing the name of "Everts Drilling Company", and such printed account headings as usually appear on the various accounts of a corporation. All of Everts' transactions with respect to the Jamison and other oil and gas leases, the sales of fractional interests therein, the drilling and operating expenses, the sales of oil produced, and the distribution of profits realized, were entered in that set of books. Embraced in such books of account were looseleaf ledger sheets for each owner of a fractional interest, including Everts, showing the fractional interests owned and the dates*805 and amount of distributions made to such owner during the years in question. "Everts Drilling Company" was not a corporation, but a trade name *1045 under which Everts engaged in business as sole proprietor. The auditor intended such books to serve a dual purpose - that of the immediate accounting needs of Everts and that of facilitating a transfer of Everts' accounts to corporation records in the event corporations were subsequently organized. The various printed headings of the accounts had no other significance and many of them were never used. The form of Everts' accounts was changed subsequent to the taxable years to eliminate such headings.
Despite the restriction embodied in the power of attorney on the "conveyance" by the assignee of a fractional interest in the Jamison lease, Everts did occasionally during the taxable years reacquire fractional interests by the owner thereof endorsing his copy of the "Assignment and Power-of-Attorney" in the following or similar manner: "Assigned to C. A. Everts, or assignee, (signed) ", and mailing it to Everts. On such owner's loose leaf ledger account an entry was then made showing the assignment and on the loose leaf*806 ledger account showing the fractional interests owned by Everts an entry was then made showing Everts' acquisition of such assigned fractional interest.
There were also occasions during the taxable years when the owner of a fractional interest disposed of such interest to a person other than Everts. Upon such an occasion the owner endorsed his copy of the "Assignment and Power-of-Attorney" in the following or similar manner: "For value received I hereby transfer to the above interest, (signed) ", and mailed the copy to Everts. The latter then prepared in duplicate and signed as assignor a new "Assignment and Power-of-Attorney" similar in form to that hereinbefore set forth and mailed them to the new assignee, with the request that he sign and return the duplicate to Everts, which was done. Upon the old owner's loose leaf ledger account a notation of the assignment was then made and that ledger sheet removed from the active files. A new loose leaf ledger account was then opened in the name of the new assignee, showing the number of fractional interests owned by such assignee, and thereafter the distributive share applicable to the fractional interest so assigned was paid*807 to the new assignee. Such assignments were effectuated by the old owners through Everts, acting under his power of attorney, and the new owners, as the assignees, became the donors of powers of attorney to Everts in the same manner as in the case of an original purchaser of a fractional interest from Everts. Other owners of fractional interests were not consulted and their consent was not obtained as to any such changes in ownership. Everts' activities in drilling wells and producing and marketing oil *1046 from the Jamison lease, on behalf of himself and the other owners of fractional interests, were continued uninterrupted by any changes in the ownership of such interests.
For each of the years 1932 and 1933 the petitioners filed a partnership return of income. For the year 1933 the petitioners did not file a capital stock tax return and made no declared value of capital stock. In the amended petition, involving the year 1933, and in connection with the alternative assignment of error, it is stated that "petitioners here and now elect to declare a capital stock tax value of eight times the net income."
OPINION.
*808 TYSON: At the outset we deem it necessary to determine the character of the interests, i.e., the property rights, acquired by those who subscribed to the Everts-Jamison lease drilling fund, for, in our opinion, the true character of such interests constitutes one of the salient features upon which must rest the determination of the principal issue here involved. While the Federal taxing statutes have certain of their own criteria for determining liability thereunder for Federal taxes, ; ; , state laws are controlling in the determination of property rights, ; ; .
Under the assignment of February 15, 1932, which was duly signed by the assignor, acknowledged, delivered, and recorded, the assignor did "grant, bargain, sell, transfer, assign, convey and set over unto C. A. Everts", an undivided one-half interest in the Jamison lease and the oil and gas thereunder. *809 Under the laws of Texas such instrument constituted a conveyance to Everts of an interest in real property. ; ; ; ; ; ; ; .
The facts herein establish that C. A. Everts, as an individual owner of an undivided one-half interest in the Jamison lease, offered to sell undivided fractional interests in such lease and the wells to be drilled thereon in consideration for cash subscriptions to a drilling fund by investors, and, further, that such investors intended to become coowners of such lease and wells through assignments from Everts. Under the authorities cited in the next preceding paragraph, the assignments duly executed and delivered by Everts, as assignor, *1047 whereby he did "grant, *810 bargain, sell, convey, transfer and assign" undivided fractional interests in the Jamison lease and the wells to be drilled thereon, to each purchaser, constituted conveyances of interests in real property to such purchasers. Those written instruments constituted valid conveyances of title as between the parties despite the lack of acknowledgment by Everts and recordation by the assignees, for acknowledgment is a formality requisite only to recordation and notice. ; ; , and authorities cited therein; First State Bank in ; . Cf. .
Simultaneously with becoming a coowner of the Jamison lease each purchaser of a fractional interest therein, separately, individually, and not jointly with anyone else, executed the nonrevocable power of attorney set*811 forth in our findings of fact, appointing Everts as his or her separate agent for a period of five years, with prescribed powers and authority, which were, briefly, to drill the oil wells, to produce, save, and market the oil and gas from such wells, to pay certain expenses, to distribute his or her pro rata share of the net proceeds, and to sell his or her fractional interest. Also, each purchaser of a fractional interest in the Jamison lease agreed with Everts to a restriction upon the sale by such purchaser of such interest. However, Everts consented to and joined in occasional conveyances of some of such interests. Everts carried out the terms of his agency agreement with each owner of a fractional interest in the Jamison lease, maintained personal books of account for his receipts and disbursements, rendered an accounting to each coowner, and from his personal bank account disbursed to each coowner his pro rata share of the net proceeds from the production and sale of oil from the Jamison lease. The coowners of the Jamison lease, as a group, had no form of organization empowered to direct, control, or participate in the development or management of the Jamison lease, and under*812 the powers of attorney given Everts there was no provision for the selection of a successor to Everts in the event of his death or incapacity to act as the agent of each coowner.
The question presented here is whether the agreed amount of net income involved in these proceedings for the years 1932 and 1933 is subject to income tax as the income of the various individual owners of fractional interests in the Jamison lease, as contended by petitioners, or as the income of associations taxable as corporations, as contended by respondent.
*1048 The applicable provisions of the Revenue Act of 1932, section 1111(a)(2) and (3), 1 are set forth in the margin. The statute provides that the term "corporation" includes "associations" without further definition or explanation of the word "associations." The meaning and scope of the term "associations" as used in the statute has been in issue in numerous cases before this Board and in the courts upon varying factual circumstances, and, while those cases do not "translate the statutory concept of association into a particularity of detail that would fix the status of every sort of enterprise or organization which ingenuity may create" *813 (), they do establish certain controlling principles for ascertaining the intent of Congress in applying the act to the varying circumstances of each particular case in which the issue may be presented.
The word "association", used in the act in its ordinary meaning, has been defined as a term "used throughout the United States to signify a body of persons united without a charter, but upon the methods and forms used by incorporated bodies for the prosecution of some common enterprise." *814 . The word "association" implies associates and the entering by them into a joint enterprise for the transaction of business and the sharing of gains. The inclusion of associations in the same taxable class with corporations implies resemblance to, but not identity with, corporations, so that neither the presence nor the absence of any particular corporate forms, procedure, or terminology is a controlling test. The character and purpose of the unincorporated organization or body of persons must be determined by the terms of the instrument or agreement under which the activities of the enterprise are conducted.
In the last cited case and its companion cases, ; ; and , decided on the same day, the Supreme Court had under consideration the meaning and scope of the term "associations" as applied to the taxability of so-called business trusts as distinguished from ordinary trusts, the latter not being*815 subject to tax as corporations. In the Morrissey case the Court said:
What, then, are the salient features of a trust - when created and maintained as a medium for the carrying on of a business enterprise and sharing its *1049 gains - which may be regarded as making it analogous to a corporate organization? A corporation, as an entity, holds the title to the property embarked in the corporate undertaking. Trustees, as a continuing body with provision for succession, may afford a corresponding advantage during the existence of the trust. Corporate organization furnishes the opportunity for a centralized management through representatives of the members of the corporation. The designation of trustees, who are charged with the conduct of an enterprise, - who act "in much the same manner as directors," - may provide a similar scheme, with corresponding effectiveness. Whether the trustees are named in the trust instrument with power to select successors, so as to constitute a self-perpetuating body, or are selected by, or with the advice of, those beneficially interested in the undertaking, centralization of management analogous to that of corporate activities may be*816 achieved. An enterprise carried on by means of a trust may be secure from termination or interruption by the death of owners of beneficial interests and in this respect their interests are distinguished from those of partners and are akin to the interests of members of a corporation. And the trust type of organization facilitates, as does corporate organization, the transfer of beneficial interests without affecting the continuity of the enterprise, and also the introduction of large numbers of participants. The trust method also permits the limitation of the personal liability of participants to the property embarked in the undertaking.
In the companion cases, supra, the Supreme Court further held that a limitation upon the number of beneficiaries or the size of the business enterprise does not serve to alter the purpose or character of the undertaking; that the fact that the beneficiaries do not exercise control over the trustees is not determinative; and that the lack of particular corporate forms, such as meetings, minute books, bylaws, an official name, a seal, an office, etc., is not controlling.
In *817 , in order to subdivide and sell lands for the use and benefit of the grantor and another beneficiary, a trust was created to hold title to certain land. The trustee was given power to deal with the real estate so far as the public was concerned, but was to do so only in accordance with the agreement attached to the trust instrument. By the agreement so attached, the grantor appointed an agent, other than the trustee, to manage and control the property for purposes of sale, and the trustee was empowered only to execute deeds for the conveyances of titles and other necessary contracts according to the written directions of the agent. The Court said, inter alia:
If it were not for the declaration of trust, we should have here the simple case of an appointment by a landowner of an agent to subdivide the land and sell it * * *. It is quite evident that such an arrangement has no element of substance or method which would warrant its designation as an association under the statutory provision in question. Nor can we see that the intervention of a trustee to hold title, execute contracts and conveyances at the direction*818 of the real-estate agent and make collections alters the situation.
* * * There is to be found in the operation of the business no essential characteristic of corporate control - nothing analogous to a board of directors or shareholders, no exemption from personal liability, no issue of transferrable *1050 certificates of interest. There is simply the common relation of principal and agent, coupled with the collateral incidents of an ordinary trust. We are not able to find in the situation an "association" within the meaning of the statute under consideration, because there are no associates and no feature "making [the trust] analogous to a corporate organization". .
In the instant case we have, without doubt, a business enterprise, but we do not have a business trust with corporate attributes as was considered in the Morrissey and its companion cases. Therefore, to find that the petitioners constituted "associations" taxable as corporations there must be found to exist here some organization or body of persons whose control, direction, and participation in the conduct of that business enterprise bear corporate analogy. It is unnecessary*819 for us to determine whether the petitioners constituted a partnership within the meaning of section 1111(a)(3), supra, for no such question is involved.
In the instant case we have a number of coowners of undivided interests in an oil and gas lease which constituted interests in real property and each of them separately arranged for the development of their property through a nonrevocable agency. It is true that each coowner, as such, was necessarily interested in the business enterprise of drilling wells on the Jamison lease and producing oil and gas therefrom for profit. However, they had no agreement or arrangement among themselves as a group, providing for the essential characteristics of corporate control of the enterprise. They achieved a unity of purpose and operation only through having a common agent. There was nothing analogous to a corporate board of directors with broad powers to manage, direct, and control the enterprise. Instead each coowner, separately and individually, appointed Everts his or her agent with powers and authority expressly delegated and fixed in advance by his or her individual agreement with Everts. There was nothing analogous to corporate*820 shareholders owning transferable certificates of interest. Instead each party in interest was the owner of an undivided interest in real property, which was transferable only as real property. There was nothing analogous to the limited liability of the members of a corporation, for here there was no limitation upon the liability of the coowners. There was nothing analogous to corporate continuity, for while the agency of Everts was nonrevocable for a period of five years, the death of Everts within that period would have interrupted the continuance of the undertaking by termination of the agency.
It is our opinion that as between the coowners of an undivided interest in the Jamison lease, including Everts, they were tenants in common, and, further, that as between each of such coowners and Everts there was, under the terms of the power of attorney, simply *1051 the relation of principal and agent. Everts "was not the agent of an aggregation of" coowners, "that is to say, of an entity * * *." , affirming *821 . We conclude that the petitioners herein did not constitute "associations" taxable as corporations within the meaning of the applicable act. See ;;, affirming ; ; and , and authorities cited therein.
In , cited by respondent, we did not think that the facts were sufficient to overcome the showing made in favor of the correctness of the Commissioner's determination and in that respect is distinguished from the instant case.
Our conclusion as to the first issue obviates the necessity of consideration of the alternative issues.
Reviewed by the Board.
Decision will be entered for the petitioners.
Footnotes
1. SEC. 1111. DEFINITIONS.
(a) When used in this Act -
* * *
(2) The term "corporation" includes associations, joint-stock companies, and insurance companies.
(3) The term "partnership" includes a syndicate, group, pool, joint venture, or other unincorporated organization, through or by means of which any business, financial operation, or venture is carried on, and which is not, within the meaning of this Act, a trust or estate or a corporation; and the term "partner" includes a member in such a syndicate, group, pool, joint venture, or organization. ↩