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found that the management of the assets contributed to SFLP was
not the purpose of SFLP.
In this case, the facts clearly demonstrate that the paper
arrangement, the written partnership agreement, had no
relationship to the reality of decedent's ownership and control
of the assets contributed to the partnership. Although under the
partnership agreement a limited partner could not demand a
distribution of partnership capital or income, the partnership
(1) paid for Stone's surgery when she injured her back while
caring for decedent, (2) distributed $3,187,800 to decedent's
estate for State and Federal estate and inheritance taxes, (3)
distributed $563,000 in 1995 and 1996 and $102,500 in 1998 to
each of the Strangi children, (4) divided its primary Merrill
Lynch account into four separate accounts in each of the Strangi
children's names, (5) extended lines of credit to John Strangi,
Albert T. Strangi, and Mrs. Gulig, and (6) advanced to decedent's
estate $3.32 million to post bonds with the Internal Revenue
Service. It is clear that, contrary to the written partnership
agreement, decedent and his successor in interest to his
partnership interest (decedent's estate) had the ability to
withdraw funds at will. If a hypothetical third party had
offered to purchase the assets held by the partnership for the
full fair market value of those assets, there is little doubt
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