Estate of Vera M. McFarland, Deceased, Jo Meldrim, Personal Representative - Page 8

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          between the two cases.  For example, in Estate of Watts, the                
          partnership agreement provided that "The death of a partner shall           
          not cause the dissolution or termination of this partnership".2             
          In the instant case, by contrast, we find no similar provision.             
          Indeed, the provisions of the relevant partnership agreement are            
          not in the record.  Although petitioner places much emphasis on             
          the fact that Decedent's will allowed her trustee to continue the           
          Partnership following Decedent's death, we are not persuaded that           
          this fact is dispositive.  We note that the will allowed, but did           
          not require, the trustee to continue the Partnership.                       
               Accordingly, we will deny petitioner's motion for partial              
          summary judgment.3  In so doing, we have considered all arguments           
          by petitioner for a contrary result, and, to the extent not                 
          discussed above, find them to be irrelevant or without merit.               
               To reflect the foregoing,                                              




               2 The Court of Appeals for the Eleventh Circuit found this             
          provision to be critical to the outcome in Estate of Watts v.               
          Commissioner, 823 F.2d 483, 486 (11th Cir. 1987), affg. T.C.                
          Memo. 1985-595, stating that "the tax court's decision to value             
          decedent's interest as part of a going concern is amply supported           
          by the law governing Oregon partnerships, and the contractual               
          restrictions placed upon Mrs. Watts' partnership interest by the            
          partnership agreement".                                                     
               3 In addition to the reasons mentioned above, we also note             
          that the parties dispute the substance of the Partnership's                 
          business during the relevant years.  Although the business of the           
          Partnership originated with turpentine and timber, much of the              
          Partnership's income in the years preceding Decedent's death was            
          derived from leases and interest.                                           




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