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partnership was community property of petitioners. In 1992, the
partnership terminated.
The Second Amended and Completely Restated Certificate and
Agreement of Limited Partnership (the partnership agreement)
stated that each partner shall make, and be personally liable to
make, additional capital contributions equal to any pro rata
share of any debt service installment. James never made any
capital contributions to the partnership to allow the partnership
to pay its debt.
On May 8, 1985, the partnership entered into a recourse all-
inclusive promissory note (the note) with Sunbelt Service Corp.
(the bank) in the amount of $12,500,000. Additionally, James and
two other partners in the partnership signed a personal guaranty
agreement (the guaranty) for the bank. The guaranty made James
and the other two partners personally and jointly liable on the
note. Petitioner Susan B. Brickman (Susan) did not sign the
guaranty.
The partnership, with the proceeds from the note, purchased
real property in Flower Mound, Texas. Initially, the partnership
received approximately $9,900,000 in funding on the note. In
August 1987, the bank stopped funding the note because of
government intervention into the bank's affairs. At this time,
the project was 75 percent complete. After funding was cut off
by the bank, the partnership did not have the money needed to
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Last modified: May 25, 2011