Estate of George A. Lehmann, Deceased, Walter G. Kealy, Jr., Personal Representative - Page 16

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            share of the cash-flows.  To a large extent, the ground lease and                         
            the amendments eliminated these risks by setting forth a                                  
            mechanism for settling such disputes through the use of                                   
            appraisers.                                                                               
                  Similarly, we disagree with Zitelman's view that the                                
            hypothetical buyer would demand a higher rate of return because                           
            of the "substantial amount of time, energy, aggravation, and                              
            cost" required to value decedent's interest.  Although such an                            
            interest is not as easy to value as other investments, such as a                          
            30-year Treasury bond or annuity, the present value of the cash-                          
            flows is, nevertheless, not so difficult or inconvenient to                               
            calculate as to justify a significant increase in such a rate of                          
            return.  The partnership principally owns only one income-                                
            producing asset.  Zitelman's own analysis evidences the relative                          
            ease by which decedent's interest may be valued.                                          
                  We are not convinced that the right of first refusal                                
            significantly affected the value of decedent's interest.  The                             
            partnership agreement does not provide a price or a formula for                           
            determining the fair market value of a transferred partnership                            
            interest.  The absence of a fixed price clearly has a less                                
            dramatic effect than fixed-price restrictions, see, e.g.,                                 
            Worcester County Trust Co. v. Commissioner, 134 F.2d 578, 581-582                         
            (1st Cir. 1943), revg. Estate of Smith v. Commissioner, 46 B.T.A.                         
            337 (1942); Estate of Reynolds v. Commissioner, 55 T.C. 172,                              
            188-190 (1970);  Mandelbaum v. Commissioner, T.C. Memo. 1995-255,                         




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