Robert S. McDaniel, Jr. and W. Jane McDaniel - Page 21




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          nership.  In addition, as respondent points out, Mr. McDaniel has           
          been specializing in real estate law since 1969 and must have               
          known that, in order to be relieved of his share of the part-               
          nership's liabilities, he had to obtain from the Bank a formal              
          release of his liability as a guarantor of the Second Street                
          loan.  The most favorable interpretation of the testimony of Mr.            
          McDaniel and Mr. Palermo would be that they merely assumed that             
          if Mr. Palermo were to receive Mr. McDaniel's share of the                  
          partnership assets, Mr. Palermo should pay the partnership                  
          obligations.  Such an assumption does not satisfy the requirement           
          of section 620.735(3) that "a person agrees to assume the ex-               
          isting obligations of a dissolved partnership".  On the instant             
          record, we find that petitioners have failed to meet their burden           
          of showing that Mr. Palermo agreed to assume Mr. McDaniel's share           
          of the obligations of Second Street.  We further find on that               
          record that petitioners have failed to establish that the first             
          requirement of section 620.735(3) (i.e., that "a person agrees to           
          assume the existing obligations of a dissolved partnership") is             
          satisfied.                                                                  
               Assuming arguendo that we had found that Mr. Palermo agreed            
          to assume Mr. McDaniel's share of the obligations of Second                 
          Street, petitioners also must show under section 620.735(3) that            
          NationsBank/Amresco knew of that agreement in 1993.  Petitioners            
          admit that "There was no testimony that NationsBank was told that           





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