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falsified the amended certificate and the subsequent certificate
filed on September 2, 1982. Furthermore, the partnership
agreement provided that the general partners could admit other
limited partners. At the time the amended certificate was filed
on July 30, 1982, SLA had title to the film, the film had been
released, and SLA was actively advertising the film. At least by
that time, SLA had been formed.
Petitioners belittle the advertising activities because the
checks drawn on the advertising account were not drawn until
after September 4, 1982. But, under the advertising agreement,
SLA transferred $1,313,000 to the advertising account at the
closing of the purchase of the film. Furthermore, most of the
invoices paid were for services performed in July and August
1982. We find petitioners’ argument at best unconvincing.
Finally, it should be noted that petitioners are attempting
to disavow the partnership documents and sworn statements of the
general partners on the certificates of limited partnership and
the tax return of SLA. Petitioners seem to argue that they
should not be bound by these representations of SLA. We
disagree. Under general partnership principles one partner is
bound by the acts of another. See Friend v. H.A. Friend and Co.,
416 F.2d 526, 533 (9th Cir. 1969); Truman v Commissioner, 3
B.T.A. 386, 388 (1926). This is particularly true here where the
partnership agreement provided that “management and control * * *
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