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once the partnership was established. MSL provided the day-to-
day management services for the properties both before and after
the creation of the partnership. The tenants of the LKHP
properties were unaware of the supposed change in ownership.
Decedent continued to use Sea Shell’s bank account for the
partnership income, contracts and leases that were executed after
the formation of the partnership remained under Sea Shell’s name,
and bills remained in Sea Shell’s name. Representations were
made to third parties, including to a mortgage broker and a
lender during the Nordica refinancing, that decedent owned and
remained in control of the LKHP properties.
Hays also testified that decedent did not expect that the
partnership would change the relationship between decedent and
Hillgren or change decedent’s role in the management
responsibility for her property. Moreover, Hillgren told
Goldenberg during the examination that he took over management
control of the properties subject to the BLA and that he also
controlled the day-to-day functions of decedent’s other
properties. This arrangement did not change as a result of the
partnership agreement.
Respondent notes an apparent initial intent to transfer
decedent’s personal residence as shown in the partnership’s
financial statements, which were adjusted after decedent’s death.
The later adjustment was an attempt to reverse the initial
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