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per unit, for a total price of $43,400. Mr. Heitzman paid half
in cash on or about that date, with the remainder due on a
recourse promissory note on April 1, 1980, which was acknowledged
by Stonehurst as having been paid on April 18, 1980. Mr.
Heitzman signed a subscription agreement, by which he
acknowledged that there was substantial risk that he would lose
his entire investment. He also acknowledged that he had been
advised of the general nature of the probable tax consequences
discussed in the opinion letter, and that he had been further
advised by that same letter to “consult with independent tax
counsel regarding the tax consequences of participating in the
Partnership”--which he did not do. Mr. Heitzman elected to hold
his interest in Stonehurst as separate property rather than
tenancy in common or joint tenancy with right of survivorship,
both of which were offered as alternatives in the subscription
agreement.
On or about December 17, 1989, Mr. Heitzman also executed
two assumption agreements. In the first assumption agreement,
Mr. Heitzman purported to assume personal liability for his
$63,364 pro rata share of $1,600,000 of the minimum annual royalty
that was to accrue on December 29, 1979. He also purported to
assume personal liability for his pro rata share of a portion of
the minimum annual royalties to accrue in 1980, 1981, 1982, and
1983. Under the assumption agreement, the limited partners were
to incur total additional liability beyond $1,600,000--up to
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