Whitman & Ransom, Maged F. Riad, Tax Matters Partner - Page 13

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          W&R by the end of 1994.  Each severance agreement required W&R to           
          repay to the withdrawing partner the capital contributed by the             
          withdrawing partner net of capital loans.  The capital loans of             
          the withdrawing partner were then paid with the balance of the              
          capital contributed, and in Handler’s case W&R obtained Handler’s           
          release from the bank that lent Handler the money.  Both                    
          severance agreements contained mutual releases from any further             
          liabilities and claims for services including a release by the              
          withdrawing partner of any right to claim assets on liquidation.            
          Neither withdrawing partner was entitled to income from the                 
          partnership for any year after 1994 because each released W&R               
          from any further claims.  The accountings prepared by W&R                   
          establish that all moneys due from W&R to Parson and Handler had            
          been completely paid by the end of 1994.  As a result, no income            
          was allocated to Parson or Handler in 1995.                                 
               Sargent was not an equity partner but was still owed                   
          $27,000, as of October 31, 1993, for capital he had contributed             
          to W&R.  According to the capital accounts calculated by W&R, all           
          moneys due him were paid in 1994.  He had no right to income as a           
          contract partner and was not listed in the partnership agreement            
          to share any distributions upon liquidation.                                
               Tilton’s and Hahn’s severance agreements are not in the                
          record.  We infer from the stipulations and documents before us             
          that they were treated in the same manner as Parson’s and                   






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