Lester L. and Susan P. Samford - Page 12




                                       - 12 -                                         
          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 * * *           






Page:  Previous  1  2  3  4  5  6  7  8  9  10  11  12  13  Next

Last modified: May 25, 2011