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We turn initially to petitioners' position under section
620.735(3) because they address that position first on brief.
There are three requirements prescribed by that provision in
order to come within its terms: (1) A person must agree to
assume the existing obligations of a dissolved partnership;
(2) the creditor of that partnership must know of the agreement
by a person to assume the existing obligations of a dissolved
partnership; and (3) such creditor must consent to a material
alteration in the nature or time of payment of those obligations.
With respect to the first requirement, petitioners contend
that in 1992 Mr. Palermo agreed to assume Mr. McDaniel's "share
of the partnership obligations." In support of that contention,
petitioners rely on Mr. McDaniel's testimony. Mr. McDaniel
testified (1) on the one hand, that he could not remember the
discussion that he had had with Mr. Palermo regarding the part-
nership's liabilities and (2) on the other hand, that Mr. Palermo
"was to assume * * * my share of the partnership obligations."
We found Mr. McDaniel's testimony regarding Mr. Palermo's alleged
assumption of Mr. McDaniel's share of the liabilities of Second
Street to be inconsistent and not helpful. We also found Mr.
Palermo's testimony on this matter to be inconsistent and not
helpful. Mr. Palermo testified that he believed that what he and
Mr. McDaniel agreed to in 1992 was that Mr. Palermo was to assume
Mr. McDaniel's interest in Second Street and the responsibilities
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