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Under the Davenport agreement of limited partnership, Winer,
as general partner, had full and exclusive power and authority on
behalf of the partnership to manage, control, administer, and
operate the business and affairs of the partnership. Winer's
signature as general partner of Davenport was sufficient to bind
the partnership. Winer signed Davenport's 1982 through 1985
partnership returns as general partner.
A Private Offering Memorandum (the offering) with respect to
Davenport was distributed to potential limited partners. The
Davenport offering states that Winer would have a 1-percent
interest in all items of income, gain, deduction, loss, and
credit arising from the operations of Davenport, for which he
would pay $1,000. For the performance of his administrative and
other services, including acting as the TMP of Davenport, Winer
was to receive general partner fees in the amount of $62,000 from
the proceeds of Davenport after the offering was closed to
investors and additional compensation equal to certain sales
commissions.
The Davenport offering projected tax benefits for a limited
partner for 1982 from a $50,000 investment in the amount of
$77,000 in investment and energy tax credits in addition to a
$38,940 deduction. The offering required that investors who
wished to purchase a $50,000 unit have either a net worth in
excess of $1 million including residences and personal property,
or income in each of the 2 most recent years in excess of
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Last modified: May 25, 2011