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We are not persuaded by the testimony that SFLP was formed
to protect assets from will contests by Angela or Lynda Seymour
or from a potential tort claim by Stone. The Seymour claims were
stale when the partnership was formed, and they never
materialized. There was no direct corroboration that Stone was
injured by decedent while she was caring for him or any
indication that Stone ever threatened litigation.
We also do not believe that a “joint investment vehicle” was
the purpose of the partnership. Mr. Gulig took over control of
decedent’s affairs in September 1993, under the 1988 power of
attorney, and Mr. Gulig continued to manage decedent’s assets
through his management responsibilities in Stranco. Petitioner
concedes, in disputing respondent’s alternative claim of gift tax
liability, that “directly or indirectly, the Decedent ended up
with 99.47% of the Partnership, having put in essentially 99.47%
of the capital.”
The formation and subsequent control of SFLP were
orchestrated by Mr. Gulig without regard to “joint enterprise”.
He formed the partnership and the corporation and then invited
Mrs. Gulig’s siblings, funded by her, to invest in the
corporation. The Strangi children shared in managing the assets
only after and to the extent that the Merrill Lynch account was
fragmented in accordance with their respective beneficial
interests.
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