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Coastal was specifically formed for the purpose of acquiring the
Mall.
From inception, the terms of the Coastal partnership were
memorialized in a written partnership agreement, which provides
that it can be amended only by written agreement of the partners.
Under the terms of the Coastal partnership agreement, petitioner
has a 90-percent partnership interest and Mr. Giorgi has a 10-
percent partnership interest, and their interests in cash-flow,
profits, losses, and tax credits follow their partnership
interests. The Coastal partnership agreement obligates the
partners to contribute to the partnership, as initial capital, in
proportion to their interests in the partnership, the amounts
needed to acquire the Mall and provide initial working capital.
The Coastal partnership agreement designates Mr. Giorgi, who
is a certified public accountant, as the tax matters partner.
Mr. Giorgi is the financial manager of Coastal, and he consulted
Mr. McPhaill in connection with the preparation of Coastal's
initial book entries and 1988 return of partnership income.
Disposition and Acquisition of the Mall
On December 17, 1987, Pecaris and Coastal entered a written
agreement under which Coastal agreed to purchase the Mall from
Pecaris for $4.8 million, which Coastal agreed to pay upon the
following terms: $100,000 in "Cash or check herewith as earnest
money to be held in escrow by" HGM Hilltop Realty (HGM), a realty
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Last modified: May 25, 2011