- 8 -
and received into evidence. The partnership was organized as a
limited partnership under the laws of the State of California.
The partnership agreement was filed with the Office of the
Secretary of State for California on July 18, 1984.
The partnership agreement provides in pertinent part:
Look-back Provision. * * * Due to the uncertainties of the
cattle breeding business, the ability of all Limited
Partners to meet their obligations under this Agreement and
any other unforeseen future events the General Partner will
require a certain flexibility in conducting the financial
affairs and establishing the business of the Partnership.
Therefore, it is mutually agreed that such Partners[']
permanent pro rata share of Partnership capital, income,
losses, credits, and distributions will be determined on
December 31, 1988 and at the end of the Investment Period.
Each Partner will be liable to return cash to the
Partnership, without interest, to the extent necessary, to
equalize the amount of loss, gain, distributions and credits
that exceed the amount that is determined to be their [sic]
correct share of these items at the end of the investment
period.
* ** * * * * *
Remedies. The right to expel any Limited Partner who may
fail of use [sic] to pay into the capital of the Partnership
any portion of his subscription within thirty (30) days
after its due date, or who may attempt to participate in or
interfere in any way with the management of the
Partnership's affairs, is hereby expressly reserved to the
General Partner in his sole discretion. * * * The defaulting
Limited Partner may be expelled from the Partnership in
which case he will be entitled to the amount in his capital
account, determined on a cash basis, as of the end of the
[preceding] fiscal year after deduction therefrom for any
amount dues and owing to the Partnership for any unpaid
assessments of the expelled Limited Partner, and for each
succeeding assessment as it becomes due.
A Limited Partner who defaults or voluntarily withdraws from
the Partnership will be entitled to the amount in his
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011