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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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