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15641 and the agreement, the initial general partners had the
authority to admit AMCOR as a general partner.
d. AMCOR Was Not a General Partner in the Partnership
on February 1, 1985
Notwithstanding that the initial general partners had the
authority to admit AMCOR to the partnership as a general partner,
the question remains whether they exercised that authority on or
before February 1, 1985. On the record before us, we are not
persuaded that they did.
Mr. Wright testified that, “with respect to the 1985 year”,
it was the design of the initial general partners to each sell
one-half of his interest in the partnership to AMCOR. Mr. Wright
further testified that, although the initial partners intended
such sale to be effective January 1, 1985, documentation of such
sale was not prepared until some time during 1985: “We didn’t
make a big deal as to when it was done. It was just something
that we contemplated.” Mr. Wright also testified that the
partnership reported for tax purposes that AMCOR was a partner
for the whole of the year.
The AMCOR purchase document evidences the agreement of the
initial general partners to sell, and AMCOR to buy, a one-half
percent interest in AVA and 12 other limited partnerships for a
purchase price of $375,000, of which one-third was to be paid by
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