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trustees could not be admitted to the partnership as limited
partners without the consent of all the KFLP general partners,
including the Kerr children. Petitioner testified that he never
considered whether he was transferring a limited partnership
interest or an assignee interest to himself as a GRAT’s trustee.
Further, two of petitioners' children testified that they were
never asked to consent to the admission of the GRAT’s trustees as
limited partners.
Although petitioners argue that the absence of formal consents
by the Kerr children to the admission of the GRAT’s trustees as
limited partners suggests that petitioners technically transferred
assignee interests to themselves as the GRAT’s trustees, it is
difficult to reconcile that position with the language petitioners
used to document the transfers. As noted earlier, petitioners each
signed a document entitled “Assignment of Partnership Interest”
stating that “Assignor and Assignee desire that Assignor assign to
Assignee a portion of the Partnership Interest of Assignor in
[KFLP] * * * such assigned partnership interest being more
particularly described in Schedule I hereto.” In each case, the
“Assignment of Partnership Interest” further stated that “all
consents required to effect the conveyance of the Assigned
Partnership Interest have been duly obtained.” Further, Schedule
I, which identified the transferred interests as a “44.535% Class
B Limited Partnership Interest”, stated that “The Assigned
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