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In our recent opinion in Kerr v. Commissioner, 113 T.C. 449
(1999), we held that provisions in a partnership agreement
substantially similar to those in issue in the instant case were
not more restrictive than the requirements of the applicable
limited partnership law of the State of Texas. Respondent does
not dispute that the provisions of the limited partnership
agreement in the instant case are substantially similar to those
at issue in Kerr. Moreover, respondent does not dispute that
there is no substantial difference between California and Texas
law with respect to the liquidation of a limited partnership.
Unable to distinguish the facts or the law at issue in Kerr,
respondent urges this Court to reconsider our opinion in that
case. Because the facts of the instant case are
indistinguishable from those in issue in Kerr, we need not
reiterate our analysis undertaken in Kerr, which we adopt in this
opinion.
Accordingly, we hold that the limitations on liquidation
contained in the partnership agreement are not applicable
restrictions within the meaning of section 2704(b) and,
consequently, must be taken into account in valuing the limited
partnership interests in issue in the instant case. Therefore we
shall deny respondent's motion for partial summary judgment.
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Last modified: May 25, 2011