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Jonell did not carry out the other part of his authority under
the power of attorney by executing the partnership agreement on
behalf of Mr. Doyle. Additionally, we note that Mr. Doyle later
consented in a signed writing that Mr. Farley act as general
partner after Mr. Jonell had resigned. This would indicate that
some agreement in respect of the operations of the partnership
existed and that, absent any contrary evidence, the agreement
attached to the private placement memorandum represented that
understanding.
Furthermore, petitioners have not offered any evidence to
indicate that there is a different agreement from the one in the
record which governs the partnership of which Mr. Doyle was a
member, nor that the partnership agreement in the record pertains
to a different partnership. Petitioners concede that Mr. Doyle
was a partner, and it is established that the 29 partners
involved invested $425,000 in the partnership. Under these
circumstances, we think it highly unlikely that there was not an
executed partnership agreement.
However, we find it unnecessary to find as a fact that the
partnership agreement attached to the private placement
memorandum was executed. We simply hold that petitioners have
failed to carry their burden of proof that it was not executed.
In this context and having in mind the difference in the location
of the burden of proof in this case as contrasted with the
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