Robert S. McDaniel, Jr. and W. Jane McDaniel - Page 19




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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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