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The record reflects that the partnership debt allegedly
assumed by the limited partners was not bona fide recourse debt,
as the assumption agreements Mr. Hoyt executed on behalf of the
limited partners were apparently not legally enforceable against
them. Mr. Hoyt claimed that, pursuant to an alleged oral or
written power of attorney granted him, he had signed the limited
partners' names to an assumption agreement whereby they had each
agreed to be personally liable upon their partnership's
promissory note. He further asserted that he was authorized to
act as the attorney-in-fact for a partnership's partners in
executing any necessary partnership documents.29 However,
according to Mr. Hoyt, all limited partners later defaulting upon
their required note payments were allowed to withdraw from their
partnership and to walk away from their partnership's alleged
recourse promissory note debt. Mr. Hoyt indicated that, although
he consulted with an attorney, he and the Barnes family chose not
to enforce the assumption agreements and made no attempt to hold
these defaulting limited partners personally liable for the
29In a similar connection, Mr. Hoyt also claimed that the
remaining partners of each limited partnership had signed an
amended partnership agreement whereby, beginning in 1986, they
had also become general partners of that partnership. The Court
is skeptical of Mr. Hoyt's foregoing testimony and does not find
it credible. At any rate, the Court doubts Mr. Hoyt and the
Barnes family ever actually intended to hold these remaining
partners personally liable on their partnership's promissory
note.
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